_________________________________________________________________________________________________________
WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor,
U.S. BANK NATIONAL ASSOCIATION,
as Master Servicer and Certificate Administrator,
NATIONAL CITY MORTGAGE CO., FIFTH THIRD MORTGAGE COMPANY, SUNTRUST MORTGAGE, INC. AND ▇▇▇▇▇ FARGO BANK,
N.A.
as Servicers,
and
HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated March 27, 2007
_______________________
Mortgage Pass-Through Certificates
Series 2007-A
_________________________________________________________________________________________________________
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS................................................................................4
Section 1.01 Defined Terms.....................................................................4
Section 1.02 Interest Calculations............................................................37
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................37
Section 2.01 Conveyance of Mortgage Loans.....................................................37
Section 2.02 Acceptance by the Custodian of the Mortgage Loans................................40
Section 2.03 Representations, Warranties and Covenants of the Master Servicer
and the Servicers................................................................43
Section 2.04 Assignment of Interest in the Mortgage Loan Purchase Agreement;
Depositor Representations and Warranties.........................................49
Section 2.05 Intent of Parties and Protection of Title........................................51
Section 2.06 Designation of Interests in the REMIC............................................53
Section 2.07 Designation of Start-up Day......................................................53
Section 2.08 REMIC Certificate Maturity Date..................................................53
Section 2.09 Execution and Delivery of Certificates...........................................53
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................54
Section 3.01 Servicers to Service Mortgage Loans..............................................54
Section 3.02 Subservicing and Subcontracting; Enforcement of the Obligations
of Servicers.....................................................................55
Section 3.03 Fidelity Bond; Errors and Omissions Insurance....................................57
Section 3.04 Access to Certain Documentation..................................................57
Section 3.05 Maintenance of Primary Insurance Policy; Claims..................................57
Section 3.06 Rights of the Depositor and Others in Respect of the Servicers...................58
Section 3.07 [Reserved].......................................................................59
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Accounts; Collection Account; Certificate Account; and
Upper-Tier Certificate Account...................................................59
Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.........................................................................63
Section 3.10 Access to Certain Documentation and Information Regarding the
Mortgage Loans...................................................................64
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TABLE OF CONTENTS
(continued)
Page
Section 3.11 Permitted Withdrawals from the Servicer Custodial Accounts,
Collection Account, Certificate Account and Upper-Tier
Certificate Account..............................................................65
Section 3.12 Maintenance of Hazard Insurance..................................................67
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements........................68
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property..........................68
Section 3.15 Custodian to Cooperate; Release of Mortgage Files................................71
Section 3.16 Documents, Records and Funds in Possession of the Master
Servicer and Servicers to be Held for the Trustee................................72
Section 3.17 Servicing and Master Servicing Compensation......................................72
Section 3.18 [Reserved].......................................................................73
Section 3.19 [Reserved].......................................................................73
Section 3.20 Advances.........................................................................73
Section 3.21 Modifications, Waivers, Amendments and Consents..................................74
Section 3.22 [Reserved].......................................................................75
Section 3.23 [Reserved].......................................................................75
Section 3.24 Master Servicer..................................................................75
Section 3.25 Monitoring of Servicers..........................................................76
Section 3.26 Power to Act; Procedures.........................................................77
ARTICLE IV SERVICER'S MONTHLY REPORTS................................................................78
Section 4.01 Servicer's Monthly Reports.......................................................78
ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION......................78
Section 5.01 Distributions....................................................................78
Section 5.02 Priorities of Distributions......................................................79
Section 5.03 Allocation of Losses.............................................................83
Section 5.04 Statements to Certificateholders.................................................85
Section 5.05 Tax Returns and Reports to Certificateholders....................................88
Section 5.06 Tax Matters Person...............................................................89
Section 5.07 Rights of the Tax Matters Person in Respect of the Certificate
Administrator....................................................................89
-ii-
TABLE OF CONTENTS
(continued)
Page
Section 5.08 REMIC Related Covenants..........................................................89
ARTICLE VI THE CERTIFICATES..........................................................................90
Section 6.01 The Certificates.................................................................90
Section 6.02 Registration of Transfer and Exchange of Certificates............................91
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates................................96
Section 6.04 Persons Deemed Owners............................................................96
ARTICLE VII THE DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS......................................97
Section 7.01 Respective Liabilities of the Depositor, the Master Servicer and
the Servicers....................................................................97
Section 7.02 Merger or Consolidation of the Depositor, the Master Servicer or
a Servicer.......................................................................97
Section 7.03 Limitation on Liability of the Depositor, the Master Servicer,
the Servicers and Others; Liability of Master Servicer and
Servicers........................................................................97
Section 7.04 Depositor, Master Servicer and Servicers Not to Resign...........................99
Section 7.05 Successor Master Servicer........................................................99
Section 7.06 Sale and Assignment of Master Servicing.........................................100
ARTICLE VIII DEFAULT..................................................................................101
Section 8.01 Events of Default...............................................................101
Section 8.02 Remedies of Trustee.............................................................104
Section 8.03 Directions by Certificateholders and Duties of Trustee During
Event of Default................................................................104
Section 8.04 Action upon Certain Failures of the Master Servicer or a
Servicer and upon Event of Default..............................................105
Section 8.05 Trustee and Master Servicer to Act; Appointment of Successors...................105
Section 8.06 Notification to Certificateholders..............................................107
ARTICLE IX THE TRUSTEE AND CERTIFICATE ADMINISTRATOR................................................107
Section 9.01 Duties of Trustee and the Certificate Administrator.............................107
Section 9.02 Certain Matters Affecting the Trustee and Certificate
Administrator...................................................................109
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TABLE OF CONTENTS
(continued)
Page
Section 9.03 Neither Trustee nor Certificate Administrator Liable for
Certificates or Mortgage Loans..................................................112
Section 9.04 Trustee and Certificate Administrator May Own Certificates......................113
Section 9.05 Eligibility Requirements for Trustee, Certificate Administrator.................113
Section 9.06 Resignation and Removal of Trustee and the Certificate
Administrator...................................................................113
Section 9.07 Successor Trustee or Certificate Administrator..................................115
Section 9.08 Merger or Consolidation of Trustee or the Certificate
Administrator...................................................................115
Section 9.09 Appointment of Co-Trustee or Separate Trustee...................................115
Section 9.10 Authenticating Agents...........................................................116
Section 9.11 Trustee's Fees and Expenses and Certificate Administrator's Fees
and Expenses....................................................................117
Section 9.12 [Reserved]......................................................................118
Section 9.13 [Reserved]......................................................................118
Section 9.14 Limitation of Liability.........................................................118
Section 9.15 Trustee May Enforce Claims Without Possession of Certificates...................118
Section 9.16 Suits for Enforcement...........................................................118
Section 9.17 Waiver of Bond Requirement......................................................119
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.......................119
ARTICLE X TERMINATION..............................................................................119
Section 10.01 Termination upon Purchase by the Master Servicer or Liquidation
of All Mortgage Loans...........................................................119
Section 10.02 Additional Termination Requirements.............................................121
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................121
Section 11.01 Amendment.......................................................................121
Section 11.02 Recordation of Agreement........................................................123
Section 11.03 Limitation on Rights of Certificateholders......................................123
Section 11.04 Governing Law...................................................................124
Section 11.05 Notices.........................................................................124
Section 11.06 Severability of Provisions......................................................125
-iv-
TABLE OF CONTENTS
(continued)
Page
Section 11.07 Certificates Nonassessable and Fully Paid.......................................125
Section 11.08 Access to List of Certificateholders............................................125
ARTICLE XII 1934 ACT REPORTING.......................................................................125
Section 12.01 Commission Reporting............................................................125
Section 12.02 Form 10-D Reporting.............................................................127
Section 12.03 Form 10-K Reporting.............................................................129
Section 12.04 Form 8-K Reporting..............................................................130
Section 12.05 Delisting; Amendment; Late Filing of Reports....................................131
Section 12.06 Annual Statements of Compliance.................................................132
Section 12.07 Annual Assessments of Compliance................................................132
Section 12.08 Accountant's Attestation........................................................134
Section 12.09 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification....................................................135
Section 12.10 Indemnification.................................................................135
-v-
APPENDICES
Appendix 1 Calculation of Uncertificated Lower-Tier Regular Interest Y Principal
Reduction Amounts
EXHIBITS
Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Class 1-A-R Certificate
Exhibit B Form of Class B-1, Class B-2 and Class B-3 Certificate
Exhibit C Form of Class B-4, Class B-5 and Class B-6 Certificate
Exhibit D-1 Mortgage Loan Schedule (Loan Group 1)
Exhibit D-2 Mortgage Loan Schedule (Loan Group 2)
Exhibit D-3 Mortgage Loan Schedule (Loan Group 3)
Exhibit D-4 Mortgage Loan Schedule (Loan Group 4)
Exhibit E Form of Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor's Certificate
Exhibit G-2A Form 1 of Transferee's Certificate
Exhibit G-2B Form 2 of Transferee's Certificate
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates
Exhibit I-1 Form of Affidavit Regarding Transfer of Residual Certificates
Exhibit I-2 Form of Transferor Certificate Regarding Transfer of Residual Certificates
Exhibit J [Reserved]
Exhibit K [Reserved]
Exhibit L [Reserved]
Exhibit M Form of Lost Note Affidavit
Exhibit N Form of Custodial Agreement
Exhibit O Form of Initial Certification
Exhibit P Form of Final Certification
Exhibit Q Form of 10-K Certification
Exhibit R Relevant Servicing Criteria
Exhibit S Additional Form 10-D Disclosure
Exhibit T Form of Distribution Date Statement
Exhibit U Additional Disclosure Notification
Exhibit V Additional Form 10-K Disclosure
Exhibit W Form 8-K Disclosure Information
-vi-
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, DATED MARCH 27, 2007, IS HEREBY EXECUTED BY AND AMONG
WACHOVIA MORTGAGE LOAN TRUST, LLC, AS DEPOSITOR, U.S. BANK NATIONAL ASSOCIATION ("U.S. BANK"), AS MASTER
SERVICER AND CERTIFICATE ADMINISTRATOR, NATIONAL CITY MORTGAGE CO. ("NATIONAL CITY"), AS A SERVICER,
FIFTH THIRD MORTGAGE COMPANY ("FIFTH THIRD"), AS A SERVICER, SUNTRUST MORTGAGE, INC. ("SUNTRUST"), AS A
SERVICER, ▇▇▇▇▇ FARGO BANK, N.A. ("▇▇▇▇▇ FARGO"), AS A SERVICER, AND HSBC BANK USA, NATIONAL
ASSOCIATION, AS TRUSTEE.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer,
the Servicers, the Certificate Administrator and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor will convey the Trust Estate to the Trustee and
create the Trust.
Lower-Tier REMIC
As provided herein, the Certificate Administrator, on behalf of the Trustee, will make an
election to treat the entire segregated pool of assets described in the definition of Trust Estate
(including the Mortgage Loans), and subject to this Agreement, as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be
designated as the "Lower-Tier REMIC." Component I of the Class 1-A-R Certificates will represent
ownership of the sole class of "residual interests" in the Lower-Tier REMIC for purposes of the REMIC
Provisions (as defined herein).
The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate
and initial Uncertificated Principal Balance for each of the "regular interests" in the Lower-Tier REMIC
(the "Uncertificated Lower-Tier Regular Interests") and the designation, Pass-Through Rate and initial
Class Certificate Balance of Component I of the Class 1-A-R Certificates. None of the Uncertificated
Lower-Tier Regular Interests will be certificated. Solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the
Uncertificated Lower-Tier Regular Interests and Component I of the Class 1-A-R Certificates shall be the
REMIC Certificate Maturity Date.
1
________________________________________________________________________________________________________________
Uncertificated Pass-
Through Rate Initial Uncertificated
Designation (or Pass-Through Rate) Principal Balance (or Initial Class
Certificate Balance)
________________________________________________________________________________________________________________
Y-1 Variable(1) $21,975.47
________________________________________________________________________________________________________________
Y-2 Variable(1) $70,012.17
________________________________________________________________________________________________________________
Y-3 Variable(1) $40,698.36
________________________________________________________________________________________________________________
Y-4 Variable(1) $13,677.67
________________________________________________________________________________________________________________
Z-1 Variable(1) $43,934,763.22
________________________________________________________________________________________________________________
Z-2 Variable(1) $139,972,816.71
________________________________________________________________________________________________________________
Z-3 Variable(1) $81,356,021.30
________________________________________________________________________________________________________________
Z-4 Variable(1) $27,341,653.83
________________________________________________________________________________________________________________
Component I of the Class Variable(2) $100.00
1-A-R
________________________________________________________________________________________________________________
(1) Calculated in accordance with the definition of "Uncertificated Pass-Through Rate" herein.
(2) For each Distribution Date, interest will accrue on Component I of the Class 1-A-R Certificates at a
per annum rate equal to the Net WAC for the Group 1 Mortgage Loans.
Upper-Tier REMIC
A segregated pool of assets consisting of the Uncertificated Lower-Tier Regular
Interests will be designated as the "Upper-Tier REMIC" and the Certificate Administrator, on behalf of
the Trustee, will make a separate REMIC election with respect thereto. Each of the Certificates (other
than the Class 1-A-R Certificates) will be "regular interests" in the Upper-Tier REMIC (referred to
collectively as the "Regular Certificates") and Component II of the Class 1-A-R Certificates will
represent ownership of the sole class of "residual interests" in the Upper-Tier REMIC for purposes of
the REMIC Provisions. Solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date," for each of the Regular Certificates and
Component II of the Class 1-A-R Certificates shall be the REMIC Certificate Maturity Date. The
Certificates and the Uncertificated Lower-Tier Regular Interests will represent the entire beneficial
ownership interest in the Trust.
The following table sets forth characteristics of the Certificates, together with the
minimum denominations and integral multiples in excess thereof in which the Classes of Certificates
shall be issuable (except that one Certificate of each Class of Certificates may be issued in any amount
in excess of the minimum denomination):
2
_____________________________________________________________________________________________________________
Integral Multiples
Initial Class Pass-Through Minimum In Excess
Classes Certificate Balance Rate Denomination Of Minimum
_____________________________________________________________________________________________________________
Class 1-A-1 $40,439,000.00 (1) $ 10,000 $1
_____________________________________________________________________________________________________________
Class 1-A-2 $1,759,000.00 (1) $ 10,000 $1
_____________________________________________________________________________________________________________
Component II of $0.00 (1) (6) N/A
Class 1-A-R
_____________________________________________________________________________________________________________
Class 2-A-1 $128,839,000.00 (2) $ 10,000 $1
_____________________________________________________________________________________________________________
Class 2-A-2 $5,602,000.00 (2) $ 10,000 $1
_____________________________________________________________________________________________________________
Class 3-A-1 $74,883,000.00 (3) $ 10,000 $1
_____________________________________________________________________________________________________________
Class 3-A-2 $3,257,000.00 (3) $ 10,000 $1
_____________________________________________________________________________________________________________
Class 4-A-1 $25,166,000.00 (4) $ 10,000 $1
_____________________________________________________________________________________________________________
Class 4-A-2 $1,095,000.00 (4) $ 10,000 $1
_____________________________________________________________________________________________________________
Class B-1 $6,002,000.00 (5) $ 10,000 $1
_____________________________________________________________________________________________________________
Class B-2 $1,903,000.00 (5) $ 10,000 $1
_____________________________________________________________________________________________________________
Class B-3 $1,464,000.00 (5) $ 10,000 $1
_____________________________________________________________________________________________________________
Class B-4 $878,000.00 (5) $ 10,000 $1
_____________________________________________________________________________________________________________
Class B-5 $732,000.00 (5) $ 10,000 $1
_____________________________________________________________________________________________________________
Class B-6 $732,618.73 (5) $ 10,000 $1
_____________________________________________________________________________________________________________
_______________
(1) For each Distribution Date, interest will accrue on these Certificates at a per annum rate
equal to the Net WAC for the Group 1 Mortgage Loans.
(2) For each Distribution Date, interest will accrue on these Certificates at a per annum rate
equal to the Net WAC for the Group 2 Mortgage Loans.
(3) For each Distribution Date, interest will accrue on these Certificates at a per annum rate
equal to the Net WAC for the Group 3 Mortgage Loans.
(4) For each Distribution Date, interest will accrue on these Certificates at a per annum rate
equal to the Net WAC for the Group 4 Mortgage Loans.
(5) For each Distribution Date, interest will accrue on these Certificates at a per annum rate
equal to Net WAC for Mortgage Loans in all Loan Groups, weighted on the basis of the aggregate Stated
Principal Balances of the Mortgage Loans in each Loan Group on the Due Date in the month preceding the
month of such Distribution Date minus the Class Certificate Balance of the related Classes of Class A
Certificates.
(6) Other than the 0.01% Percentage Interest in the Class 1-A-R Certificates to be held by the
Seller, the minimum denomination of the Class 1-A-R Certificates will be 20% of the Percentage Interest
of the Class 1-A-R Certificates.
3
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended, and the rules and regulations
thereunder.
1934 Act: The Securities Act of 1934, as amended, and the rules and regulations
thereunder.
Accepted Master Servicing Practices: With respect to any Mortgage Loan, those
customary mortgage servicing practices of prudent mortgage servicing institutions that master service
mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in
its capacity as successor to a Servicer).
Accountant's Attestation: The attestation required from an Accountant pursuant to
Section 12.08.
Accrued Certificate Interest: For any Distribution Date and each interest-bearing
Class, one month's interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the applicable Class Certificate Balance.
Additional Disclosure Notification: As defined in Section 12.02.
Additional Form 10-D Disclosure: As defined in Section 12.02.
Additional Form 10-K Disclosure: As defined in Section 12.03.
Additional Servicer: Each Affiliate of each Servicer that Services any of the
Mortgage Loans and each Person who is not an Affiliate of any Servicer who Services 10% or more of the
Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage Loans, annually at the
commencement of the calendar year prior to the year in which an Item 1123 Certificate is required to the
delivered). For clarification purposes, the Master Servicer is an Additional Servicer.
Adjusted Pool Amount: With respect to any Distribution Date and Loan Group, the
Cut-Off Date Pool Principal Balance of the Mortgage Loans in such Loan Group minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans in such Loan Group (including,
without limitation, amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to Holders of Certificates on
such Distribution Date and all prior Distribution Dates, (ii) the principal portion of all Realized
Losses (other than Debt Service Reductions) incurred on the Mortgage Loans in such Loan Group from the
Cut-Off Date through the end of the month preceding such Distribution Date and (iii) any amounts
capitalized as a result of modifications to such Mortgage Loans pursuant to Section 3.21.
4
Advance: A Periodic Advance or a Servicing Advance.
Affiliate: With respect to any Person, any other Person controlling, controlled by or
under common control with such Person. For purposes of this definition, "control" means the power to
direct the management and policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise and "controlling" and "controlled" shall have meanings
correlative to the foregoing.
Aggregate Subordinate Percentage: As to any Distribution Date, the aggregate Class
Certificate Balance of the Subordinate Certificates divided by the aggregate Pool Stated Principal
Balance for all Loan Groups.
Agreement: This Pooling and Servicing Agreement together with all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date and Loan Group, the
total of the amounts held in the related Servicer Custodial Account at the close of business on the
preceding Determination Date on account of (i) Principal Prepayments and Liquidation Proceeds received
or made on the Mortgage Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in such Loan Group in respect
of a Due Date or Due Dates subsequent to the related Due Date.
Appraised Value: With respect to any Mortgaged Property, either (i) the lesser of (a)
the appraised value determined in an appraisal obtained by the originator at origination of such
Mortgage Loan and (b) the sales price for such property, except that, in the case of Mortgage Loans the
proceeds of which were used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal obtained at the time of
refinancing, or (ii) the appraised value determined in an appraisal made at the request of a Mortgagor
subsequent to origination in order to eliminate the Mortgagor's obligation to keep a Primary Insurance
Policy in force.
Assignment of Mortgage: An individual assignment of the Mortgage, notice of transfer
or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to give record notice of the assignment of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
Book-Entry Certificate: All Classes of Certificates other than the Physical
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in the State of North Carolina, the State of Delaware, the State of Minnesota, the
State of New York, the State of Iowa, the State of California, the State of South Carolina, and each
5
state in which the servicing office of a Servicer is located or the states in which the Corporate Trust
Offices of the Certificate Administrator and the Trustee are located are required or authorized by law
or executive order to be closed.
Certificate: Any of the Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through
Certificates, Series 2007-A that are issued pursuant to this Agreement.
Certificate Account: The separate Eligible Account created and maintained by the
Certificate Administrator pursuant to Section 3.08(i) in the name of the Trustee, for the benefit of the
Certificateholders and designated "HSBC Bank USA, National Association, in trust for registered holders
of Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A." Funds in the
Certificate Account shall be held in trust for the Certificateholders for the uses and purposes set
forth in this Agreement.
Certificate Administrator: U.S. Bank National Association, and its
successors-in-interest and, if a successor certificate administrator is appointed hereunder, such
successor, as certificate administrator.
Certificate Administrator Fee: With respect to each Loan Group and Distribution Date,
a fee in an amount equal to one-twelfth of the product of the Certificate Administrator Fee Rate and the
Pool Stated Principal Balance.
Certificate Administrator Fee Rate: 0.0120% per annum.
Certificate Balance: With respect to any Certificate at any date, the product of the
Percentage Interest of such Certificate and the Class Certificate Balance of the Class of Certificates
of which such Certificate is a part.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of a Book-Entry Certificate. With respect to any Definitive Certificate, the
Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section 6.02.
Certificate Registrar: The registrar appointed pursuant to Section 6.02.
Certificateholder: The Person in whose name a Certificate is registered in the
Certificate Register, except that, solely for the purpose of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor, either Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite amount of Percentage
Interests or Voting Rights, as the case may be, necessary to effect any such consent has been obtained,
provided that none of the Certificate Registrar, the Certificate Administrator, or the Trustee shall be
responsible for knowing that any Certificate is registered in the name of such an affiliate unless a
Responsible Officer of any such party has actual knowledge.
Certification Parties: As defined in Section 12.09.
6
Certifying Person: As defined in Section 12.09.
Class: The Class 1-A-1, Class 1-A-2, Class 1-A-R, Class 2-A-1, Class 2-A-2, Class
3-A-1, Class 3-A-2, Class 4-A-1, Class 4-A-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates, as the case may be.
Class A Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-R, Class 2-A-1, Class
2-A-2, Class 3-A-1, Class 3-A-2, Class 4-A-1 and Class 4-A-2 Certificates.
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates.
Class 1-A-2 Loss Allocation Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class Certificate Balance of the
Class 1-A-2 Certificates would be reduced as a result of the allocation of any Realized Loss pursuant to
Section 5.03(b) to such Class, without regard to the operation of Section 5.03(e).
Class 2-A-2 Loss Allocation Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class Certificate Balance of the
Class 2-A-2 Certificates would be reduced as a result of the allocation of any Realized Loss pursuant to
Section 5.03(b) to such Class, without regard to the operation of Section 5.03(e).
Class 3-A-2 Loss Allocation Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class Certificate Balance of the
Class 3-A-2 Certificates would be reduced as a result of the allocation of any Realized Loss pursuant to
Section 5.03(b) to such Class, without regard to the operation of Section 5.03(e).
Class 4-A-2 Loss Allocation Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class Certificate Balance of the
Class 4-A-2 Certificates would be reduced as a result of the allocation of any Realized Loss pursuant to
Section 5.03(b) to such Class, without regard to the operation of Section 5.03(e).
Class Certificate Balance: With respect to any Class and any date of determination,
the Initial Class Certificate Balance of such Class minus the sum of (i) all distributions of principal
made with respect thereto, (ii) all Realized Losses allocated thereto pursuant to Section 5.03(a), and
(iii) all other reductions in Class Certificate Balance previously allocated thereto pursuant to Section
5.03(b), plus the amount of any Subsequent Recoveries added to the Class Certificate Balance of such
Class pursuant to Section 5.03(f).
Class Interest Shortfall: For any Distribution Date and each interest-bearing Class,
the amount by which Accrued Certificate Interest for such Class (as reduced pursuant to Section 5.02(c))
exceeds the amount of interest actually distributed on such Class on such Distribution Date pursuant to
clause (i) of the definition of "Interest Distribution Amount."
7
Class Unpaid Interest Shortfall: As to any Distribution Date and each
interest-bearing Class, the amount by which the aggregate Class Interest Shortfalls for such Class on
prior Distribution Dates exceeds the amount of interest actually distributed on such Class on such prior
Distribution Dates pursuant to clause (ii) of the definition of "Interest Distribution Amount."
Closing Date: March 27, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Collection Account: The separate Eligible Account created and maintained by the
Master Servicer pursuant to Section 3.08(f) in the name of the Trustee, for the benefit of the
Certificateholders and designated "HSBC Bank USA, National Association, in trust for registered holders
of Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A." Funds in the
Collection Account shall be held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.
Commission: The United States Securities and Exchange Commission.
Compensating Interest: As defined in Section 3.17.
Continued Errors: As defined in Section 3.25(f).
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: With respect to the Certificate Administrator, for purposes
of transfers and exchanges and for presentment and surrender of the Certificates for final payment, ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Bond Drop Window, and for all other purposes, ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇-▇▇-▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: WMLT Series 2007-A. With respect to
the Trustee, the principal office of the Trustee at which at any particular time its certificate
transfer services are conducted, which office at the date of the execution of this instrument is located
at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Trust, WMLT 2007-A.
Custodial Agreement: The Custodial Agreement, dated as of March 27, 2007, among the
Depositor, the Custodian, the Master Servicer, the Servicers and the Trustee, which is attached hereto
as Exhibit N, as the same may be amended or modified from time to time in accordance with the terms
thereof.
Custodian: U.S. Bank National Association, or its successor in interest under the
Custodial Agreement.
Customary Servicing Procedures: With respect to a Servicer, procedures (including
collection procedures) that such Servicer customarily employs and exercises in servicing and
administering mortgage loans for its own account and which are in accordance with accepted mortgage
servicing practices of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located.
8
Cut-Off Date: March 1, 2007.
Cut-Off Date Pool Principal Balance: For each Loan Group the aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans in such Loan Group which is $43,956,838.69 for Loan Group
1, $140,042,828.88 for Loan Group 2, $81,396,719.66 for Loan Group 3 and $27,355,331.50 for Loan Group 4.
Cut-Off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance
thereof as of the close of business on the Cut-Off Date, reduced by all installments of principal due on
or prior thereto whether or not paid.
Debt Service Reduction: As to any Mortgage Loan and any Determination Date, the
excess of (i) the Monthly Payment due on the related Due Date under the terms of such Mortgage Loan over
(ii) the amount of the monthly payment of principal and/or interest required to be paid with respect to
such Due Date by the Mortgagor as established by a court of competent jurisdiction (pursuant to an order
which has become final and nonappealable) as a result of a case initiated by or against the related
Mortgagor under the United States Bankruptcy Code, as amended (Title 11, U.S.C.); provided that no such
excess shall be considered a Debt Service Reduction so long as (a) the Servicer servicing such Mortgage
Loan is pursuing an appeal of the court order giving rise to any such modification and (b)(1) such
Mortgage Loan is not in default with respect to payment due thereunder in accordance with the terms of
such Mortgage Loan as in effect immediately prior to such bankruptcy case or (2) Monthly Payments are
being advanced by such Servicer in accordance with the terms of such Mortgage Loan as in effect
immediately prior to such bankruptcy case.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the subject of a
Debt Service Reduction.
Defaulted Mortgage Loan: Any Mortgage Loan as to which (i) any payment, or part
thereof, remains unpaid for 90 days or more after the original due date for such payment, (ii) the
related Mortgagor is subject to any bankruptcy or insolvency proceeding, (iii) the related Mortgaged
Property has been foreclosed, sold pursuant to a power of sale or trustee's sale or repossessed, or
proceedings for foreclosure, sale or repossession have been commenced or (iv) the Servicer servicing
such Mortgage Loan has determined, consistent with its Customary Servicing Procedures, that such
Mortgage Loan is not collectible and should be written off in whole or in part.
Defective Mortgage Loan: Any Mortgage Loan which is required to be cured, repurchased
or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination Date, the excess
of (i) the then outstanding indebtedness under such Mortgage Loan over (ii) the value of the related
Mortgaged Property established by a court of competent jurisdiction (pursuant to an order which has
become final and nonappealable) as a result of a case initiated by or against the related Mortgagor
under the United States Bankruptcy Code, as amended (Title 11, U.S.C.), pursuant to which such Mortgagor
retained such Mortgaged Property; provided that no such excess shall be considered a Deficient Valuation
9
so long as (a) the Servicer servicing such Mortgage Loan is pursuing an appeal of the court order giving
rise to any such modification and (b)(1) such Mortgage Loan is not in default with respect to payments
due thereunder in accordance with the terms of such Mortgage Loan as in effect immediately prior to such
bankruptcy case or (2) Monthly Payments are being advanced by such Servicer in accordance with the terms
of such Mortgage Loan as in effect immediately prior to such bankruptcy case.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the subject of a
Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Wachovia Mortgage Loan Trust, LLC, a Delaware limited liability company,
or its successor in interest, as depositor under this Agreement.
Depository: The Depository Trust Company, the nominee of which is Cede & Co., as the
registered Holder of the Book-Entry Certificates or any successor thereto appointed in accordance with
this Agreement. The Depository shall at all times be a "clearing corporation" as defined in Section
8-102 of the New York Uniform Commercial Code.
Depository Participant: A broker, dealer, bank or other financial institution or
other Person for whom from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 16th day of the month of the
related Distribution Date or, if such 16th day is not a Business Day, the Business Day immediately
preceding such 16th day.
Distribution Date: The 20th day of each month beginning in April 2007 (or, if such
day is not a Business Day, the next Business Day).
Distribution Date Statement: As defined in Section 5.04(b).
Due Date: As to any Distribution Date and each Mortgage Loan, the first day in the
calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts in a federal or state chartered
depository institution the short-term unsecured debt obligations of which (or, in the case of a
depository institution that is the principal subsidiary of a holding company, the debt obligations of
such holding company) have the highest short-term ratings of each Rating Agency at the time any amounts
are held on deposit therein, (ii) an account or accounts in a depository institution in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in
which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the
Certificate Administrator and the Trustee and to each Rating Agency, the Certificateholders have a claim
with respect to the funds in such account or a perfected first priority security interest against any
collateral (which shall be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution in which such account is
maintained, (iii) a trust account or accounts maintained with the trust department of a federal or state
10
chartered depository institution, acting in its fiduciary capacity or (iv) any other account acceptable
to each Rating Agency. Eligible Accounts may bear interest and may include, if otherwise qualified
under this definition, accounts maintained with the institutions acting as Certificate Administrator,
Master Servicer or Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates: Any Class B-4, Class B-5 or Class B-6 Certificate.
Error: As defined in Section 3.25(f).
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments, Primary Insurance
Policy premiums, fire and hazard insurance premiums and other payments as may be required to be escrowed
by the Mortgagor with the mortgagee pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount, if any, by
which the sum of any Liquidation Proceeds of such Mortgage Loan received in the calendar month in which
such Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
related Servicer as Nonrecoverable Advances with respect to such Mortgage Loan pursuant to Section
3.11(a)(iii), exceeds (i) the unpaid principal balance of such Liquidated Mortgage Loan as of the Due
Date in the month in which such Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued
interest at the Mortgage Interest Rate from the Due Date as to which interest was last paid up to the
Due Date applicable to the Distribution Date immediately following the calendar month during which such
liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
Fifth Third: As defined in the recitals hereto.
Fifth Third Mortgage Loans: The Mortgage Loans serviced by Fifth Third or any
successor thereto as a Servicer hereunder.
Final Distribution Date: The Distribution Date on which the final distribution in
respect of the Certificates will be made pursuant to Section 10.01.
Financial Market Service: Bloomberg Financial Service, Intex Solutions, Inc., Loan
Performance, Inc. or any other financial information provider designated by the Depositor by written
notice to the Certificate Administrator.
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FIRREA: The Financial Institutions Reform, Recovery and Enforcement Act of 1989, as
amended.
Fitch: Fitch Ratings, and its successors in interest.
FNMA: ▇▇▇▇▇▇ ▇▇▇, or any successor thereto.
Form 8-K Disclosure Information: As defined in Section 12.04.
Fractional Interest: As defined in Section 5.02(d).
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in the related
Mortgage Note and indicated in the Mortgage Loan Schedule as the "Gross Margin," which percentage is
added to the Index on each Rate Adjustment Date to determine (subject to rounding, the Initial Cap, the
Periodic Cap and the Lifetime Cap) the Mortgage Interest Rate on such Mortgage Loan until the next Rate
Adjustment Date.
Group: Any of Group 1, Group 2, Group 3 or Group 4.
Group 1: The Group 1-A Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1 hereto.
Group 2: The Group 2-A Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2 hereto.
Group 3: The Group 3-A Certificates.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto.
Group 4: The Group 4-A Certificates.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4 hereto.
Group 1-A Certificates: The Class 1-A-1, Class 1-A-2 and Class 1-A-R Certificates.
Group 2-A Certificates: The Class 2-A-1 and Class 2-A-2 Certificates.
Group 3-A Certificates: The Class 3-A-1 Certificates and Class 3-A-2 Certificates.
Group 4-A Certificates: The Class 4-A-1 Certificates and Class 4-A-2 Certificates.
Group Subordinate Amount: With respect to any Distribution Date and any Loan Group,
the excess of the Pool Stated Principal Balance for such Loan Group over the aggregate Class Certificate
Balance of the Senior Certificates of the Related Group immediately prior to such date.
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Holder: A Certificateholder.
Independent: When used with respect to any specified Person means such a Person who
(i) is in fact independent of the Depositor, the Certificate Administrator, the Master Servicer and each
Servicer, (ii) does not have any direct financial interest or any material indirect financial interest
in the Depositor, the Certificate Administrator, the Master Servicer, any Servicer or in an affiliate of
any of them, and (iii) is not connected with the Depositor, the Master Servicer or any Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person performing similar
functions.
Index: As to any Group 1 Mortgage Loan or Group 3 Mortgage Loan and Rate Adjustment
Date, either (a) a rate per annum that is defined to be the arithmetic mean of the London interbank
offered rate quotations for one year U.S. Dollar-denominated deposits, as published in The Wall Street
Journal and most recently available either (i) as of the first Business Day in the month preceding the
month of the applicable Rate Adjustment Date or (ii) forty-five days before the applicable Rate
Adjustment Date or, in the event that such index is no longer available, a substitute index selected by
National City, Fifth Third, SunTrust or ▇▇▇▇▇ Fargo, as the applicable Servicer, in accordance with the
terms of the related Mortgage Note, or (b) a rate per annum that is defined to be the weekly average
yield on U.S. Treasury securities adjusted to a constant maturity of one year, as reported by the
Federal Reserve Board in statistical Release No. H.15(519), as most recently available either (i) as of
the date forty-five days, thirty-five days or thirty days prior to the Rate Adjustment Date or (ii) on
the Rate Adjustment Date as published in the place specified in the related Mortgage Note and as made
available as of the date specified in the related Mortgage Note or, in the event that such index is no
longer available, a substitute index selected by National City, Fifth Third, SunTrust or ▇▇▇▇▇ Fargo, as
the applicable Servicer, in accordance with the terms of the related Mortgage Note. As to any Group 2
Mortgage Loan or Group 4 Mortgage Loan and Rate Adjustment Date, a rate per annum that is defined to be
the arithmetic mean of the London interbank offered rate quotations for one year U.S. Dollar-denominated
deposits, as published in The Wall Street Journal and most recently available either (i) as of the first
Business Day in the month preceding the month of the applicable Rate Adjustment Date or (ii) forty-five
days before the applicable Rate Adjustment Date or, in the event that such index is no longer available,
a substitute index selected by National City, Fifth Third or SunTrust, as the applicable Servicer, in
accordance with the terms of the related Mortgage Note.
Initial Cap: For each Mortgage Loan, the applicable limit on the adjustment of the
Mortgage Interest Rate for the initial Rate Adjustment Date specified in the applicable Mortgage Note
and designated as such in the Mortgage Loan Schedule.
Initial Class Certificate Balance: As to each Class of Certificates, the Class
Certificate Balance set forth in the Preliminary Statement.
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Insurance Policy: With respect to any Mortgage Loan included in the Trust Estate, any
related insurance policy, including all riders and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance Policy, in
each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any other insurance
policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class of Certificates,
the immediately preceding calendar month.
Interest Distribution Amount: For any Distribution Date and each interest-bearing
Class, the sum of (i) the Accrued Certificate Interest, subject to reduction pursuant to Section 5.02(c)
and (ii) any Class Unpaid Interest Shortfall for such Class.
Lifetime Cap: As to any Mortgage Loan, the maximum Mortgage Interest Rate set forth in
the related Mortgage Note and indicated in the Mortgage Loan Schedule.
Liquidated Mortgage Loan: With respect to any Distribution Date, a Defaulted Mortgage
Loan (including any REO Property) that was liquidated in the calendar month preceding the month of such
Distribution Date and as to which the related Servicer or the Master Servicer has certified (in
accordance with this Agreement) that it has received all proceeds it expects to receive in connection
with the liquidation of such Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds, received in connection
with the partial or complete liquidation of Defaulted Mortgage Loans, whether through trustee's sale,
foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release
of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum
of related unreimbursed Servicing Fees, Certificate Administrator Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date of determination,
the fraction, expressed as a percentage, the numerator of which is the outstanding principal balance of
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the related Mortgage Loan at the date of determination and the denominator of which is the Appraised
Value of the related Mortgaged Property.
Lost Note Affidavit: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost or destroyed and has not been replaced, an affidavit from the
Seller certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a
copy of the related Mortgage Note, if available, and indemnifying the Depositor and its assignees
against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note) in
the form of Exhibit M hereto.
Lower-Tier Distribution Amount: For any Distribution Date, the Pool Distribution
Amount for each Loan Group shall be deemed distributed to the Upper-Tier REMIC, as the holder of the
Uncertificated Lower-Tier Regular Interests, and to Holders of the Class 1-A-R Certificates in respect
of Component I thereof, in the following amounts and priority:
(a) To the extent of the Pool Distribution Amount for Loan Group 1:
(i) first, to Uncertificated Lower-Tier Regular Interests Y-1 and Z-1,
concurrently, the Uncertificated Accrued Interest for such regular interests remaining unpaid
from previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;
(ii) second, to Uncertificated Lower-Tier Regular Interests Y-1 and Z-1,
concurrently, the Uncertificated Accrued Interest for such regular interests for the current
Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and
(iii) third, to Uncertificated Lower-Tier Regular Interests Y-1 and Z-1,
the Uncertificated Lower-Tier Regular Interest Y-1 Principal Distribution Amount and the
Uncertificated Lower-Tier Regular Interest Z-1 Principal Distribution Amount, respectively;
(b) To the extent of the Pool Distribution Amount for Loan Group 2:
(i) first, to Uncertificated Lower-Tier Regular Interests Y-2 and Z-2,
concurrently, the Uncertificated Accrued Interest for such regular interests remaining unpaid
from previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;
(ii) second, to Uncertificated Lower-Tier Regular Interests Y-2 and Z-2,
concurrently, the Uncertificated Accrued Interest for such regular interests for the current
Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and
(iii) third, to Uncertificated Lower-Tier Regular Interests Y-2 and Z-2,
the Uncertificated Lower-Tier Regular Interest Y-2 Principal Distribution Amount and the
Uncertificated Lower-Tier Regular Interest Z-2 Principal Distribution Amount, respectively;
15
(c) To the extent of the Pool Distribution Amount for Loan Group 3:
(i) first, to Uncertificated Lower-Tier Regular Interests Y-3 and Z-3,
concurrently, the Uncertificated Accrued Interest for such regular interests remaining unpaid
from previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;
(ii) second, to Uncertificated Lower-Tier Regular Interests Y-3 and Z-3,
concurrently, the Uncertificated Accrued Interest for such regular interests for the current
Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and
(iii) third, to Uncertificated Lower-Tier Regular Interests Y-3 and Z-3,
the Uncertificated Lower-Tier Regular Interest Y-3 Principal Distribution Amount and the
Uncertificated Lower-Tier Regular Interest Z-3 Principal Distribution Amount, respectively;
(d) To the extent of the Pool Distribution Amount for Loan Group 4:
(i) first, to Uncertificated Lower-Tier Regular Interests Y-4 and Z-4,
concurrently, the Uncertificated Accrued Interest for such regular interests remaining unpaid
from previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;
(ii) second, to Uncertificated Lower-Tier Regular Interests Y-4 and Z-4,
concurrently, the Uncertificated Accrued Interest for such regular interests for the current
Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and
(iii) third, to Uncertificated Lower-Tier Regular Interests Y-4 and Z-4,
the Uncertificated Lower-Tier Regular Interest Y-4 Principal Distribution Amount and the
Uncertificated Lower-Tier Regular Interest Z-4 Principal Distribution Amount, respectively; and
(e) To the extent of the Pool Distribution Amount for each Loan Group for such
Distribution Date remaining after payment of the amounts pursuant to paragraphs (a) through (d) of this
definition of "Lower-Tier Distribution Amount":
(i) first, to each of the Uncertificated Lower-Tier Regular Interests,
pro rata according to the amount of unreimbursed Realized Losses allocable to principal
previously allocated to each such regular interests; provided, however, that any amounts
distributed pursuant to this paragraph (e)(i) of this definition of "Lower-Tier Distribution
Amount" shall not cause a reduction in the Uncertificated Principal Balances of any of the
Uncertificated Lower-Tier Regular Interests; and
16
(ii) second, to the Class 1-A-R Certificates in respect of Component I
thereof, any remaining amount.
Lower-Tier Realized Losses: Realized Losses on each Loan Group shall be allocated to
the Uncertificated Lower-Tier Regular Interests as follows: (1) the interest portion of Realized Losses
on Group 1 Mortgage Loans, if any, shall be allocated among Uncertificated Lower-Tier Regular Interests
Y-1 and Z-1 pro rata according to the amount of interest accrued but unpaid thereon, in reduction
thereof; (2) the interest portion of Realized Losses on Group 2 Mortgage Loans, if any, shall be
allocated among Uncertificated Lower-Tier Regular Interests Y-2 and Z-2 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof; (3) the interest portion of Realized
Losses on Group 3 Mortgage Loans, if any, shall be allocated among Uncertificated Lower-Tier Regular
Interests Y-3 and Z-3 pro rata according to the amount of interest accrued but unpaid thereon, in
reduction thereof; and (4) the interest portion of Realized Losses on Group 4 Mortgage Loans, if any,
shall be allocated among Uncertificated Lower-Tier Regular Interests Y-4 and Z-4 pro rata according to
the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such
Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as
a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group
and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with
respect to each Loan Group shall be allocated to the Uncertificated Lower-Tier Regular Interests as
follows: (1) the principal portion of Realized Losses on Group 1 Mortgage Loans shall be allocated,
first, to Uncertificated Lower-Tier Regular Interest Y-1 to the extent of the Uncertificated Lower-Tier
Regular Interest Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of
such regular interest and, second, the remainder, if any, of such principal portion of such Realized
Losses shall be allocated to Uncertificated Lower-Tier Regular Interest Z-1 in reduction of the
Uncertificated Principal Balance thereof; (2) the principal portion of Realized Losses on Group 2
Mortgage Loans shall be allocated, first, to Uncertificated Lower-Tier Regular Interest Y-2 to the
extent of the Uncertificated Lower-Tier Regular Interest Y-2 Principal Reduction Amount in reduction of
the Uncertificated Principal Balance of such regular interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to Uncertificated Lower-Tier Regular
Interest Z-2 in reduction of the Uncertificated Principal Balance thereof; (3) the principal portion of
Realized Losses on Group 3 Mortgage Loans shall be allocated, first, to Uncertificated Lower-Tier
Regular Interest Y-3 to the extent of the Uncertificated Lower-Tier Regular Interest Y-3 Principal
Reduction Amount in reduction of the Uncertificated Principal Balance of such regular interest and,
second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to
Uncertificated Lower-Tier Regular Interest Z-3 in reduction of the Uncertificated Principal Balance
thereof; and (4) the principal portion of Realized Losses on Group 4 Mortgage Loans shall be allocated,
first, to Uncertificated Lower-Tier Regular Interest Y-4 to the extent of the Uncertificated Lower-Tier
Regular Interest Y-4 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of
such regular interest and, second, the remainder, if any, of such principal portion of such Realized
Losses shall be allocated to Uncertificated Lower-Tier Regular Interest Z-4 in reduction of the
Uncertificated Principal Balance thereof.
Lower-Tier REMIC: As defined in the Preliminary Statement.
17
Master Servicer: As of the Closing Date, U.S. Bank and, thereafter, its respective
successors in interest that meet the qualifications as Master Servicer pursuant to this Agreement.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date
allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein,
shall give effect to any related Debt Service Reduction, Deficient Valuation or Relief Act Reduction
that affects the amount of the monthly payment due on such Mortgage Loan.
Moody's: ▇▇▇▇▇'▇ Investors Service, Inc. or any successor thereto.
Mortgage: The mortgage, deed of trust or other instrument creating a lien on a
Mortgaged Property securing a Mortgage Note or creating a lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant
to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of interest at
which interest accrues on the principal balance of such Mortgage Loan, as adjusted from time to time in
accordance with the provisions of the related Mortgage Note, which rate is (a) prior to the first Rate
Adjustment Date for each such Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan indicated
on the Mortgage Loan Schedule and (b) from and after such Rate Adjustment Date, sum of the Index, as of
the Rate Adjustment Date applicable to such Due Date, and the Gross Margin, rounded as set forth in such
Mortgage Note, subject to the Initial Cap, the Periodic Cap and the Lifetime Cap applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated March
27, 2007, between Wachovia Bank, National Association, as seller, and the Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by
the applicable Servicer to reflect the addition of Substitute Mortgage Loans and the deletion of
Defective Mortgage Loans pursuant to the provisions of this Agreement) attached hereto as Exhibit ▇-▇,
▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit D-4. The Mortgage Loan Schedule shall set forth the following
information with respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code
indicating whether the Mortgaged Property is owner-occupied; (iii) the property type for each Mortgaged
Property; (iv) the original months to maturity or the remaining months to maturity from the Cut-Off
Date; (v) the Loan-to-Value Ratio as of the Cut-off Date; (vi) the Mortgage Interest Rate as of the
Cut-off Date; (vii) the date on which the first Monthly Payment was due on the Mortgage Loan, and, if
such date is not the Due Date currently in effect, such Due Date; (viii) the stated maturity date; (ix)
the amount of the Monthly Payment as of the Cut-Off Date; (x) the paid-through date; (xi) the original
principal amount of the Mortgage Loan; (xii) the principal balance of the Mortgage Loan as of the close
of business on the Cut-Off Date, after application of payments of principal due on or before the Cut-Off
18
Date, whether or not collected, and after deduction of any payments collected of scheduled principal due
after the Cut-Off Date; (xiii) a code indicating the purpose of the Mortgage Loan; (xiv) a code
indicating the documentation style; (xv) the Appraised Value; (xvi) the first Rate Adjustment Date;
(xvii) the Rate Ceiling; (xviii) the Initial Cap; (xix) the Periodic Cap; (xx) the Gross Margin; and
(xxi) the closing date of such Mortgage Loan. With respect to the Mortgage Loans in each Loan Group in
the aggregate, the Mortgage Loan Schedule shall set forth the following information, as of the Cut-Off
Date: (i) the number of Mortgage Loans; (ii) the current aggregate outstanding principal balance of the
Mortgage Loans; (iii) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (iv) the
weighted average months to maturity of the Mortgage Loans.
Mortgage Loans: The mortgage loans identified in the Mortgage Loan Schedule.
Mortgage Note: The originally executed note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with all riders thereto and
amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage Loan, which may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
National City: As defined in the recitals hereto.
National City Mortgage Loans: The Mortgage Loans serviced by National City or any
successor thereto as a Servicer hereunder.
Net Mortgage Interest Rate: As to any Mortgage Loan and any Distribution Date, such
Mortgage Loan's Mortgage Interest Rate thereon on the first day of the month preceding the month of the
related Distribution Date reduced by the Servicing Fee Rate and the Certificate Administrator Fee Rate.
Net WAC: As to any Loan Group and any Distribution Date, the weighted average of the
Net Mortgage Interest Rates of the Mortgage Loans in such Loan Group (based on Stated Principal Balances
of the Mortgage Loans in such Loan Group on the Due Date in the month preceding the month of such
Distribution Date).
Non-Supported Interest Shortfalls: As to any Distribution Date, the amount, if any,
by which the aggregate of Prepayment Interest Shortfalls exceeds Compensating Interest for such
Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or proposed to be
made in respect of a Mortgage Loan which has not been previously reimbursed and which, in the good faith
judgment of the Master Servicer or the Servicer servicing such Mortgage Loan, will not or, in the case
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of a proposed Advance, would not be ultimately recoverable from the related Mortgagor, related
Liquidation Proceeds, or other recoveries in respect of the related Mortgage Loan.
Officer's Certificate: A certificate signed by the Chairman of the Board, Vice
Chairman of the Board, President or a Vice President and by the Treasurer, the Secretary or one of the
Assistant Treasurers or Assistant Secretaries, or any other duly authorized officer of the Depositor,
the Master Servicer or a Servicer, as the case may be.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee if such
opinion is delivered to the Trustee or acceptable to the Certificate Administrator if such opinion is
delivered to the Certificate Administrator, who may be counsel for the Depositor, the Master Servicer or
a Servicer, except that any opinion of counsel relating to the qualification of the Upper-Tier REMIC or
the Lower-Tier REMIC as a REMIC or compliance with the REMIC Provisions must be an opinion of
Independent counsel. Any Opinion of Counsel shall not be at the expense of the Trustee or the
Certificate Administrator.
Original Fractional Interest: With respect to each of the following Classes of
Subordinate Certificates, the corresponding percentage described below, as of the Closing Date:
Class B-1 1.95%
Class B-2 1.30%
Class B-3 0.80%
Class B-4 0.50%
Class B-5 0.25%
Class B-6 0.00%
Original Subordinate Certificate Balance: $11,711,618.73.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which was not the
subject of a Principal Prepayment in Full prior to such Due Date, which did not become a Liquidated
Mortgage Loan prior to such Due Date and which was not purchased from the Trust prior to such Due Date
pursuant to Sections 2.02 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing Certificates, the per annum
rate set forth in the Preliminary Statement.
PCAOB: The Public Company Accounting Oversight Board.
Percentage Interest: As to any Certificate, the percentage obtained by dividing the
initial Certificate Balance of such Certificate by the Initial Class Certificate Balance of the Class of
which such Certificate is a part.
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Periodic Advance: The payment required to be made by a Servicer with respect to any
Distribution Date pursuant to Section 3.20, the amount of any such payment being equal to the aggregate
of Monthly Payments (net of the Servicing Fee for such Servicer) on the Mortgage Loans serviced by such
Servicer (including any REO Property) that were due on the related Due Date and not received as of the
close of business on the related Determination Date, less the aggregate amount of any such delinquent
payments that such Servicer has determined would constitute a Nonrecoverable Advance if advanced.
Periodic Cap: For each Mortgage Loan, the applicable limit on adjustment of the
Mortgage Interest Rate for each Rate Adjustment Date (other than the initial Rate Adjustment Date)
specified in the applicable Mortgage Note and designated as such in the Mortgage Loan Schedule.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States, FHLMC, FNMA or any agency or instrumentality of the United States when such
obligations are backed by the full faith and credit of the United States; provided that such
obligations of FHLMC or FNMA shall be limited to senior debt obligations and mortgage
participation certificates other than investments in mortgage-backed or mortgage participation
securities with yields evidencing extreme sensitivity to the rate of principal payments on the
underlying mortgages, which shall not constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i) maturing
not more than one month from the date of acquisition thereof with a corporation incorporated
under the laws of the United States or any state thereof rated not lower than "A-1+" by S&P,
"F-1" by Fitch and "P-1" by Moody's;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original maturity of not more than
90 days and, in the case of bankers' acceptances, shall in no event have an original maturity
of more than 365 days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution incorporated under the laws of the United
States or any state thereof, rated not lower than "A-1+" by S&P, "F-1" by Fitch and "P-1" by
Moody's;
(iv) commercial paper (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United States or any state thereof
which is rated not lower than "A-1+" by S&P, "F-1" by Fitch and "P-1" by Moody's;
(v) investments in money market funds (including funds of the
institutions acting as Trustee, Master Servicer, Certificate Administrator or their affiliates,
or funds for which an affiliate of the institutions acting as Trustee, Master Servicer or
Certificate Administrator acts as advisor, as well as funds for which the institutions acting
as Trustee, Master Servicer or Certificate Administrator and its respective affiliates may
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receive compensation) rated either "AAA" by S&P, "AAA" by Fitch and "Aaa" by Moody's or
otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each Rating
Agency (but which, in no event, are rated below the top two rating categories by each Rating
Agency) and, as evidenced by an Opinion of Counsel obtained by the Servicers, will not affect
the qualification of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC;
provided, however, that no instrument shall be a Permitted Investment if it represents either (a) the
right to receive only interest payments with respect to the underlying debt instrument or (b) the right
to receive both principal and interest payments derived from obligations underlying such instrument and
the principal and interest with respect to such instrument provide a yield to maturity greater than 120%
of the yield to maturity at par of such underlying obligations.
Permitted Transferee: Any Person other than (i) the United States, or any State or
any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a
foreign government, international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable income) (except certain
farmers' cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives
described in Code Section 1381(a)(2)(C), (v) a U.S. Person with respect to whom income is attributable
to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax
treaty) of such Person or any other Person and (vi) any other Person so designated by the Servicer based
on an Opinion of Counsel to the effect that any transfer to such Person may cause the Trust or any other
Holder of a Residual Certificate to incur tax liability that would not be imposed other than on account
of such transfer. The terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof, or any other entity or organization, whether or not a legal
entity.
Physical Certificates: The Class 1-A-R, Class B-4, Class B-5 and Class B-6
Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and Loan Group, the excess of
(a) the sum of (i) the aggregate of (A) the interest portion of any Monthly Payment on a Mortgage Loan
in such Loan Group (net of the Servicing Fee for the Servicer of such Loan Group) and the principal
portion of any Monthly Payment on a Mortgage Loan in such Loan Group due on the Due Date in the month in
which such Distribution Date occurs and which is received prior to the related Determination Date and
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(B) all Periodic Advances and payments of Compensating Interest made by such Servicer in respect of such
Loan Group and Distribution Date deposited to the Servicer Custodial Account pursuant to Section
3.08(b)(vii), or any Periodic Advances or payments of Compensating Interest deposited by the Master
Servicer in the Collection Account pursuant to Section 3.08(f)(ii); (ii) all Liquidation Proceeds and
Insurance Proceeds received on the Mortgage Loans in such Loan Group during the preceding calendar month
and deposited to the applicable Servicer Custodial Account pursuant to Section 3.08(b)(iii) or to the
Collection Account pursuant to Section 3.08(f)(iii); (iii) all Principal Prepayments received on the
Mortgage Loans in such Loan Group during the month preceding the month of such Distribution Date and
deposited to the applicable Servicer Custodial Account pursuant to Section 3.08(b)(i) during such
period; (iv) in connection with Defective Mortgage Loans in such Loan Group, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited on the related
Remittance Date pursuant to Section 3.08(b)(vi); (v) any other amounts in the applicable Servicer
Custodial Account deposited therein pursuant to Sections 3.08(b)(iv), (v) and (viii), and any other
amounts in the Collection Account deposited therein pursuant to Sections 3.08(f)(iv), (v) or (vi), in
respect of such Distribution Date and such Loan Group; and (vi) any Subsequent Recovery with respect to
such Distribution Date over (b) any (i) amounts permitted to be withdrawn from the applicable Servicer
Custodial Account pursuant to clauses (i) through (ix), inclusive, of Section 3.11(a) in respect of such
Loan Group and (ii) amounts permitted to be withdrawn from the Collection Account pursuant to Section
3.11(b) in respect of such Loan Group; provided that any amounts withdrawn pursuant to clauses (iii) and
(vii) of Section 3.11(a) and clauses (ii) and (v) of Section 3.11(b) shall be allocated in reduction of
the Pool Distribution Amount for each Loan Group on a pro rata basis in accordance with the Pool Stated
Principal Balances for such Distribution Date.
Pool Stated Principal Balance: As to any Distribution Date and Loan Group, the
aggregate Stated Principal Balances of all Mortgage Loans in such Loan Group that were Outstanding
Mortgage Loans immediately following the Due Date in the month preceding the month in which such
Distribution Date occurs.
Predecessor Servicer Work Product: As defined in Section 3.25(f).
Prepayment Interest Shortfall: As to any Distribution Date and each Mortgage Loan
subject to a Principal Prepayment received during the calendar month preceding such Distribution Date,
the amount, if any, by which one month's interest at the related Mortgage Interest Rate (net of the
Servicing Fee for the Servicer servicing such Mortgage Loan) on such Principal Prepayment exceeds the
amount of interest paid in connection with such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage guaranty insurance or any
replacement policy therefor with respect to any Mortgage Loan, in each case issued by an insurer
acceptable to FNMA or FHLMC.
Principal Amount: As to any Distribution Date and a Loan Group, the sum of (a) the
principal portion of each Monthly Payment due on each Mortgage Loan in such Loan Group on the related
Due Date, (b) the principal portion of the Repurchase Price of each Mortgage Loan in such Loan Group
that was repurchased by the Depositor pursuant to this Agreement as of such Distribution Date, (c) any
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Substitution Adjustment Amount in connection with a Defective Mortgage Loan in such Loan Group received
with respect to such Distribution Date, (d) any Liquidation Proceeds allocable to recoveries of
principal of Mortgage Loans in such Loan Group that are not yet Liquidated Mortgage Loans received
during the calendar month preceding the month of such Distribution Date, (e) with respect to each
Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during the calendar month
preceding the month of such Distribution Date, the amount of Liquidation Proceeds (excluding Excess
Proceeds) allocable to principal received with respect to such Mortgage Loan during the calendar month
preceding the month of such Distribution Date, (f) any Subsequent Recoveries received by the Servicers
during the calendar month preceding the month of such Distribution Date, and (g) all Principal
Prepayments on the Mortgage Loans in such Loan Group received during the calendar month preceding the
month of such Distribution Date.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan
(other than Liquidation Proceeds) which is received in advance of its scheduled Due Date and is not
accompanied by an amount of interest representing scheduled interest due on any date in any month
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire principal
balance of a Mortgage Loan.
Private Certificates: The Class B-4, Class B-5 and Class B-6 Certificates.
Pro Rata Share: As to any Distribution Date and any Class of Subordinate Certificates
that is not a Restricted Class, the portion of the Subordinate Principal Distribution Amount allocable
to such Class, equal to the product of the Subordinate Principal Distribution Amount for such
Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance
thereof and the denominator of which is the aggregate Class Certificate Balance of the Subordinate
Certificates that are not Restricted Classes. Solely with respect to Unscheduled Principal Payments,
the Pro Rata Share of a Restricted Class shall be 0%. The Pro Rata Share of a Class of Subordinate
Certificates may be computed for each of clause (i) and clause (ii) of the definition of "Subordinate
Principal Distribution Amount" in the event the Restricted Classes differ with respect to each clause.
Qualified Appraiser: An appraiser of a Mortgaged Property duly appointed by the
originator of the related Mortgage Loan, who had no interest, direct or indirect, in such Mortgaged
Property or in any loan made on the security thereof, whose compensation is not affected by the approval
or disapproval of the related Mortgage Loan and who met the minimum qualifications of FNMA or FHLMC.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on which an adjustment to
the Mortgage Interest Rate of such Mortgage Loan becomes effective under the related Mortgage Note,
which Due Date is the date set forth in the Mortgage Loan Schedule as the first Rate Adjustment Date and
each subsequent anniversary thereof.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted under the related
Mortgage Note.
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Rating Agency: Each of S&P and Fitch. If any such organization or a successor is no
longer in existence, "Rating Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the Depositor, notice of which designation
shall be given to the Certificate Administrator and the Trustee. References herein to a given rating or
rating category of a Rating Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an amount as of the
date of such liquidation, as reported by the related Servicer to the Certificate Administrator, equal to
(i) the unpaid principal balance of the Liquidated Mortgage Loan as of the date of such liquidation,
plus (ii) interest at the Net Mortgage Interest Rate from the Due Date as to which interest was last
paid to Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to
be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus
(iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to
the extent applied as recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. In addition, to the extent the applicable Servicer receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that
Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Class Certificate
Balance of any Class of Certificates on any Distribution Date. With respect to each Mortgage Loan that
has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage
Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced
by the Deficient Valuation, as reported by the related Servicer to the Certificate Administrator. With
respect to each Mortgage Loan that has become the subject of a Debt Service Reduction and any
Distribution Date, the amount, if any, by which the principal portion of the related Monthly Payment has
been reduced as reported by the related Servicer to the Certificate Administrator.
Record Date: The last day of the month (or, if such day is not a Business Day, the
preceding Business Day) preceding the month of the related Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which were not used to
purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement hereto.
Regulation AB: Means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100 - 229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005))
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to
time.
Relevant Servicing Criteria: The Servicing Criteria applicable to the various
parties, as set forth on Exhibit R attached hereto. For clarification purposes, multiple parties can
have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function
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Participant engaged by the Master Servicer, each Servicer, the Certificate Administrator or the Trustee,
the term "Relevant Servicing Criteria" may refer to a part of the Relevant Servicing Criteria applicable
to such parties.
Related Group: With respect to Loan Group 1, means Group 1; with respect to Loan
Group 2, means Group 2; with respect to Loan Group 3, means Group 3; and with respect to Loan Group 4,
means Group 4.
Related Loan Group: With respect to the Group 1-A Certificates, Loan Group 1, with
respect to the Group 2-A Certificates, Loan Group 2, with respect to the Group 3-A Certificates, Loan
Group 3, and with respect to the Group 4-A Certificates, Loan Group 4.
Relief Act: The Servicemembers' Civil Relief Act, as amended.
Relief Act Reduction: With respect to any Distribution Date, for any Mortgage Loan as
to which there has been a reduction in the amount of interest collectible thereon for the most recently
ended calendar month as a result of the application of the Relief Act or comparable state legislation,
the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended
calendar month is less than (ii) interest accrued pursuant to the terms of the Mortgage Note on the same
principal amount and for the same period as the interest collectible on such Mortgage Loan for the most
recently ended calendar month.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D
of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date" of the Regular
Certificates as that term is defined in Section 2.08.
REMIC Provisions: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Section 860A through 860G of Subchapter M of Chapter 1 of
the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in
effect from time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, the 18th calendar day of the month in
which such Distribution Date occurs or if such day is not a Business Day, the immediately preceding
Business Day.
REO Proceeds: Proceeds, net of any related expenses of the Servicer, received in
respect of any REO Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which are received prior to the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Trust
through foreclosure or deed-in-lieu of foreclosure in connection with a Defaulted Mortgage Loan.
Reportable Event: As defined in Section 12.04.
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Reporting Servicer: As defined in Section 12.03.
Repurchase Price: As to any Defective Mortgage Loan repurchased on any date pursuant
to Sections 2.02 or 2.04, an amount equal to the sum of (i) the Stated Principal Balance thereof, (ii)
the unpaid accrued interest thereon at the applicable Mortgage Interest Rate from the Due Date to which
interest was last paid by the Mortgagor to the first day of the month following the month in which such
Mortgage Loan became required to be repurchased, and (iii) any costs and damages incurred by the Trust
in connection with a breach of the representation contained in Section 7(iii) of the Mortgage Loan
Purchase Agreement as a result of any violation of any predatory or abusive lending law with respect to
such Mortgage Loan.
Request for Release: The Request for Release submitted by the Servicer to the
Custodian, substantially in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy
which is required to be maintained from time to time under this Agreement in respect of such Mortgage
Loan.
Residual Certificates: The Class 1-A-R Certificates.
Responsible Officer: When used with respect to the Trustee or the Certificate
Administrator, any officer of the Corporate Trust Department of the Trustee or Certificate
Administrator, as the case may be, including any Senior Vice President, any Vice President, any
Assistant Vice President, any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any
other officer of the Trustee or Certificate Administrator, as the case may be, customarily performing
functions similar to those performed by any of the above designated officers and, in each case, having
responsibility for the administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and its
successors in interest.
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act: The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of
the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff).
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification: As defined in Section 12.09.
Seller: Wachovia Bank, National Association, as seller of the Mortgage Loans under
the Mortgage Loan Purchase Agreement.
Senior Certificates: The Class A Certificates.
Senior Credit Support Depletion Date: The date on which the aggregate Class
Certificate Balance of the Subordinate Certificates is reduced to zero.
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Senior Percentage: With respect to any Distribution Date and a Loan Group, the
percentage, carried six places rounded up, obtained by dividing the aggregate Class Certificate Balance
of the Senior Certificates of the Related Loan Group immediately prior to such Distribution Date by the
Pool Stated Principal Balance of such Loan Group immediately prior to such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and a Loan Group during the
seven years beginning on the first Distribution Date, 100%. The Senior Prepayment Percentage for any
Distribution Date and a Loan Group occurring on or after the seven year anniversary of the first
Distribution Date will, except as provided herein, be as follows: for any Distribution Date in the first
year thereafter, the Senior Percentage for such Loan Group plus 70% of the Subordinate Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the second year thereafter, the
Senior Percentage for such Loan Group plus 60% of the Subordinate Percentage for such Loan Group for
such Distribution Date; for any Distribution Date in the third year thereafter, the Senior Percentage
for such Loan Group plus 40% of the Subordinate Percentage for such Loan Group for such Distribution
Date; for any Distribution Date in the fourth year thereafter, the Senior Percentage for such Loan Group
plus 20% of the Subordinate Percentage for such Loan Group for such Distribution Date; and for any
Distribution Date in the fifth or later years thereafter, the Senior Percentage for such Loan Group for
such Distribution Date (unless on any of the foregoing Distribution Dates the Total Senior Percentage
exceeds the initial Total Senior Percentage, in which case the Senior Prepayment Percentage for Loan
Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 for such Distribution Date will once again equal
100%); provided, however, if on any Distribution Date prior to the April 2010 Distribution Date, prior
to giving effect to any distributions, the Aggregate Subordinate Percentage is greater than or equal to
twice such percentage calculated as of the Closing Date, then the Senior Prepayment Percentage for each
Loan Group for such Distribution Date will equal the Senior Percentage for such Loan Group plus 50% of
the Subordinate Percentage for such Loan Group; provided further, however, if on or after the April 2010
Distribution Date, prior to giving effect to any distributions, the Aggregate Subordinate Percentage is
greater than or equal to twice such percentage calculated as of the Closing Date, then the Senior
Prepayment Percentage for each Loan Group for such Distribution Date will equal the Senior Percentage
for such Loan Group. Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage for
any Loan Group will occur unless both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date and Loan Group, the
sum of (i) the Senior Percentage for such Loan Group of the amounts described in clauses (a) through (d)
of the definition of "Principal Amount" for such Distribution Date and Loan Group and (ii) the Senior
Prepayment Percentage for such Loan Group of the amounts described in clauses (e), (f) and (g) of the
definition of "Principal Amount" for such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date as to which any decrease in
the Senior Prepayment Percentage for any Loan Group applies, (i) the outstanding principal balance of
all Mortgage Loans (including, for this purpose, any Mortgage Loans in foreclosure or any REO Property)
delinquent 60 days or more (averaged over the preceding six month period), as a percentage of the
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aggregate Class Certificate Balance of the Subordinate Certificates, is not equal to or greater than 50%
or (ii) cumulative Realized Losses with respect to the Mortgage Loans as of the applicable Distribution
Date do not exceed the percentages of the Original Subordinate Certificate Balance set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
April 2007 through March 2010 20%
April 2010 through March 2015 30%
April 2015 through March 2016 35%
April 2016 through March 2017 40%
April 2017 through March 2018 45%
April 2018 and thereafter 50%
Servicers: National City with respect to the National City Mortgage Loans, Fifth
Third with respect to the Fifth Third Mortgage Loans, SunTrust with respect to the SunTrust Mortgage
Loans and ▇▇▇▇▇ Fargo with respect to the ▇▇▇▇▇ Fargo Mortgage Loans, or, in each case, its successor in
interest, in its capacity as servicer of the related Mortgage Loans, or any successor servicer appointed
as herein provided.
Servicer Advance Date: As to any Distribution Date, the 18th calendar day of the
month in which such Distribution Date occurs or if such day is not a Business Day, the immediately
preceding Business Day.
Servicer Custodial Account: Each separate Eligible Account or Accounts created and
maintained by the Servicers pursuant to Section 3.08(b).
Servicer's Certificate: The monthly report required by Section 4.01.
Service(s)(ing): In accordance with Regulation AB, the act of servicing and
administering the Mortgage Loans or any other assets of the Trust by an entity that meets the definition
of "servicer" set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set
forth in 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term
shall have the meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and
expenses incurred in the performance by a Servicer of its servicing obligations, including, but not
limited to (i) the preservation, restoration and protection of a Mortgaged Property, (ii) expenses
reimbursable to such Servicer pursuant to Section 3.14 and any enforcement or judicial proceedings,
29
including foreclosures, (iii) the management and liquidation of any REO Property and (iv) compliance
with the obligations under Section 3.12.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation
AB, as such may be amended from time to time.
Servicing Fee: With respect to each Mortgage Loan and Distribution Date, the amount
of the fee payable to the Servicer servicing such Mortgage Loan, which shall, for such Distribution
Date, be equal to one-twelfth of the product of the Servicing Fee Rate with respect to such Mortgage
Loan and the Stated Principal Balance of such Mortgage Loan, subject to reduction as provided in Section
3.17. Such fee shall be payable monthly, computed on the basis of the same Stated Principal Balance and
period respecting which any related interest payment on a Mortgage Loan is computed. A Servicer's right
to receive the Servicing Fee for Mortgage Loans serviced by such Servicer is limited to, and payable
solely from, the interest portion (including recoveries with respect to interest from Liquidation
Proceeds and other proceeds, to the extent permitted by Section 3.11) of related Monthly Payments
collected by such Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan serviced by National City,
0.250% per annum, with respect to each Mortgage Loan serviced by Fifth Third, 0.375% per annum, with
respect to each Mortgage Loan serviced by SunTrust, 0.375% per annum, and with respect to each Mortgage
Loan serviced by ▇▇▇▇▇ Fargo, 0.250% per annum.
Servicing Function Participant: Any Subservicer, Subcontractor or any other Person,
other than each Servicer, the Master Servicer, the Trustee and the Certificate Administrator, that is
determined by any of the Depositor, the related Servicer or Master Servicer to be "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, unless such Person's activities
relate only to 5% or less of the Mortgage Loans (measured by aggregate Stated Principal Balance of the
Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an
Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which
is the number of months during which such Servicing Function Participant Services the related Mortgage
Loans and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs,
the number of months elapsed from the Cut-Off Date to the end of such calendar year).
Servicing Officer: Any officer of the Master Servicer or a Servicer involved in, or
responsible for, the administration and master servicing or servicing of the related Mortgage Loans
whose name appears on a list of servicing officers furnished to the Certificate Administrator and the
Trustee by the Master Servicer or such Servicer as such list may from time to time be amended.
Similar Law: As defined in Section 6.02(e).
Stated Principal Balance: As to any Mortgage Loan and date, the unpaid principal
balance of such Mortgage Loan as of the Due Date immediately preceding such date as specified in the
amortization schedule at the time relating thereto (before any adjustment to such amortization schedule
by reason of any moratorium or similar waiver or grace period) after giving effect to any previous
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partial Principal Prepayments and Liquidation Proceeds allocable to principal (other than with respect
to any Liquidated Mortgage Loan) and to the payment of principal due on such Due Date and irrespective
of any delinquency in payment by the related Mortgagor, and after giving effect to any Deficient
Valuation, plus any amounts capitalized as a result of modifications to such Mortgage Loan pursuant to
Section 3.21.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for
the overall servicing of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of any Servicer
(or a Subservicer of any Servicer), the Master Servicer or the Certificate Administrator.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date and Loan Group, 100% minus the
Senior Percentage for such Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and Loan Group, 100%
minus the Senior Prepayment Percentage for such Loan Group for such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution Date and
Loan Group, an amount equal to the sum of (i) the Subordinate Percentage for such Loan Group of all
amounts described in clauses (a) through (d) of the definition of "Principal Amount" for such
Distribution Date and Loan Group and (ii) the Subordinate Prepayment Percentage of the amounts described
in clauses (e), (f) and (g) of the definition of "Principal Amount" for such Distribution Date and Loan
Group.
Subsequent Recovery: As to any Distribution Date and Loan Group, the sum of all
amounts received during the calendar month preceding the month of such Distribution Date on each
Mortgage Loan in such Loan Group subsequent to such Mortgage Loan being determined to be a Liquidated
Mortgage Loan.
Subservicer: Any Person that (i) services Mortgage Loans on behalf of any Servicer
and (ii) is responsible for the performance (whether directly or through sub-servicers or
Subcontractors) of Servicing functions required to be performed under this Agreement or any Subservicing
Agreement that are identified in Item 1122(d) of Regulation AB.
Subservicing Agreement: Any subservicing agreement (which, in the event the
Subservicer is an Affiliate of the related Servicer, need not be in writing) between a Servicer and any
Subservicer relating to servicing and/or administration of certain Mortgage Loans as provided in Section
3.02.
Substitute Mortgage Loan: A Mortgage Loan substituted for a Defective Mortgage Loan
which must, on the date of such substitution (i) have a Stated Principal Balance, after deduction of the
principal portion of the Monthly Payment due in the month of substitution, not in excess of, and not
more than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan; (ii) have a Net
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Mortgage Interest Rate equal to that of the Defective Mortgage Loan; (iii) have a Loan-to-Value Ratio
not higher than that of the Defective Mortgage Loan; (iv) have a Gross Margin equal to that of the
Defective Mortgage Loan; (v) have an Initial Cap, a Periodic Cap and Rate Ceiling equal to that of the
Defective Mortgage Loan; (vi) have the same Index and frequency of mortgage interest rate adjustment as
the Defective Mortgage Loan; (vii) have a remaining term to maturity not greater than (and not more than
one year less than) that of the Defective Mortgage Loan; and (viii) comply, as of the date of
substitution, with each Mortgage Loan representation and warranty set forth in this Agreement relating
to the Defective Mortgage Loan. More than one Substitute Mortgage Loan may be substituted for a
Defective Mortgage Loan if such Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
SunTrust: As defined in the recitals hereto.
SunTrust Mortgage Loans: The Mortgage Loans serviced by SunTrust or any successor
thereto as a Servicer hereunder.
Tax Matters Person: Any person designated as "tax matters person" in accordance with
Section 5.06 and the manner provided under Treasury Regulation § 1.860F-4(d) and Treasury Regulation
§ 301.6231(a)(7)-1.
Total Senior Percentage: With respect to any Distribution Date, the percentage,
carried six places rounded up, obtained by dividing the aggregate Class Certificate Balance of the Class
A Certificates immediately prior to such Distribution Date by the aggregate Pool Stated Principal
Balance of all Loan Groups immediately prior to such Distribution Date.
Treasury Regulations: The final and temporary regulations promulgated under the Code
by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The Mortgage Loans, such assets as shall from time to time be
identified as deposited in the Servicer Custodial Account, the Collection Account or the Certificate
Account, in accordance with this Agreement, REO Property, the Primary Insurance Policies and any other
Required Insurance Policy.
Trustee: HSBC Bank USA, National Association, and its successors-in-interest and, if
a successor trustee is appointed hereunder, such successor, as trustee.
Uncertificated Accrued Interest: With respect to any Uncertificated Lower-Tier Regular
Interest for any Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate
for such Distribution Date, accrued on the Uncertificated Principal Balance immediately prior to such
Distribution Date. Uncertificated Accrued Interest for the Uncertificated Lower-Tier Regular Interests
shall accrue on the basis of a 360-day year consisting of twelve 30-day months. For purposes of
calculating the amount of Uncertificated Accrued Interest for the Uncertificated Lower-Tier Regular
Interests for any Distribution Date, any Prepayment Interest Shortfalls or Relief Act Reduction (to the
extent not covered by Compensating Interest) shall be allocated among the Uncertificated Lower-Tier
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Regular Interests, pro rata, based on, and to the extent of, Uncertificated Accrued Interest, as
calculated without application of this sentence.
Uncertificated Lower-Tier Regular Interests: As defined in the Preliminary Statement.
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts: For any
Distribution Date, the amounts by which the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interests Y-1, Y-2, Y-3 and Y-4 will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-1: A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-1 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Y-1 Principal
Reduction Amount for such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Y-1 on such Distribution Date in reduction of the Uncertificated Principal
Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-1 Principal Reduction Amount: The
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount for Uncertificated Lower-Tier
Regular Interest Y-1 as determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-2: A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-2 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Y-2 Principal
Reduction Amount for such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Y-2 on such Distribution Date in reduction of the Uncertificated Principal
Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-2 Principal Reduction Amount: The
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount for Uncertificated Lower-Tier
Regular Interest Y-2 as determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-3: A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
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Uncertificated Lower-Tier Regular Interest Y-3 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Y-3 Principal
Reduction Amount for such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Y-3 on such Distribution Date in reduction of the Uncertificated Principal
Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-3 Principal Reduction Amount: The
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount for Uncertificated Lower-Tier
Regular Interest Y-3 as determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-4: A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-4 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Y-4 Principal
Reduction Amount for such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Y-4 on such Distribution Date in reduction of the Uncertificated Principal
Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-4 Principal Reduction Amount: The
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount for Uncertificated Lower-Tier
Regular Interest Y-4 as determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Y Regular Interests: Uncertificated Lower-Tier Regular
Interests Y-1, Y-2, Y-3 and Y-4.
Uncertificated Lower-Tier Regular Interest Z Principal Reduction Amounts: For any
Distribution Date, the amounts by which the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interests ▇-▇, ▇-▇, Z-3 and Z-4 will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, which shall be in each case the excess
of (A) the sum of (x) the excess of the Pool Distribution Amount for the related Loan Group (i.e. the
"related Loan Group" for Uncertificated Lower-Tier Regular Interest Z-1 is Loan Group 1, the "related
Loan Group" for Uncertificated Lower-Tier Regular Interest Z-2 is the Loan Group 2, the "related Loan
Group" for Uncertificated Lower-Tier Regular Interest Z-3 is Loan Group 3 and the "related Loan Group"
for Uncertificated Lower-Tier Regular Interest Z-4 is Loan Group 4) over the sum of the amounts thereof
distributable (i) in respect of interest on such regular interest and the related Uncertificated
Lower-Tier Y Regular Interest, (ii) to such regular interest and the related Uncertificated Lower-Tier Y
Regular Interest pursuant to clause (e)(i) of the definition of "Lower-Tier Distribution Amount" and
(iii) in the case of the Group 1 Mortgage Loans, to the Class 1-A-R Certificates in respect of Component
I thereof and (y) the amount of Realized Losses allocable to principal for the related Loan Group over
(B) the related Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount.
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Uncertificated Lower-Tier Regular Interest Z-1: A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-1 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Z-1 Principal
Reduction Amount for such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Z-1 on such Distribution Date in reduction of the principal balance thereof.
Uncertificated Lower-Tier Regular Interest Z-1 Principal Reduction Amount: The
Uncertificated Lower-Tier Regular Interest Z Principal Reduction Amount for Uncertificated Lower-Tier
Regular Interest Z-1 as determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Z-2: A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-2 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Z-2 Principal
Reduction Amount for such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Z-2 on such Distribution Date in reduction of the principal balance thereof.
Uncertificated Lower-Tier Regular Interest Z-2 Principal Reduction Amount: The
Uncertificated Lower-Tier Regular Interest Z Principal Reduction Amount for Uncertificated Lower-Tier
Regular Interest Z-2 as determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Z-3: A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-3 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Z-3 Principal
Reduction Amount for such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Z-3 on such Distribution Date in reduction of the principal balance thereof.
Uncertificated Lower-Tier Regular Interest Z-3 Principal Reduction Amount: The
Uncertificated Lower-Tier Regular Interest Z Principal Reduction Amount for Uncertificated Lower-Tier
Regular Interest Z-3 as determined pursuant to the provisions of Appendix 1.
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Uncertificated Lower-Tier Regular Interest Z-4: A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-4 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the Uncertificated Lower-Tier Regular Interest Z-4 Principal
Reduction Amount for such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Z-4 on such Distribution Date in reduction of the principal balance thereof.
Uncertificated Lower-Tier Regular Interest Z-4 Principal Reduction Amount: The
Uncertificated Lower-Tier Regular Interest Z Principal Reduction Amount for Uncertificated Lower-Tier
Regular Interest Z-4 as determined pursuant to the provisions of Appendix 1.
Uncertificated Pass-Through Rate: With respect to any Distribution Date and (i)
Uncertificated Lower-Tier Regular Interests Y-1 and Z-1, the Net WAC for Loan Group 1, (ii)
Uncertificated Lower-Tier Regular Interests Y-2 and Z-2, the Net WAC for Loan Group 2, (iii)
Uncertificated Lower-Tier Regular Interests Y-3 and Z-3, the Net WAC for Loan Group 3 and (iv)
Uncertificated Lower-Tier Regular Interests Y-4 and Z-4, the Net WAC for Loan Group 4.
Uncertificated Principal Balance: The principal amount of any Uncertificated
Lower-Tier Regular Interest outstanding as of any date of determination. The Uncertificated Principal
Balance of each Uncertificated Lower-Tier Regular Interest shall never be less than zero.
Underwriting Guidelines: With respect to the National City Mortgage Loans, the
underwriting guidelines of National City. With respect to the Fifth Third Mortgage Loans, the
underwriting guidelines of Fifth Third. With respect to the SunTrust Mortgage Loans, the underwriting
guidelines of SunTrust. With respect to the ▇▇▇▇▇ Fargo Mortgage Loans, the underwriting guidelines of
▇▇▇▇▇ Fargo.
Unscheduled Principal Payments: The amounts described in clauses (e), (f) and (g) of
the definition of Principal Amount.
Upper-Tier REMIC: As defined in the Preliminary Statement.
U.S. Bank: As defined in the recitals hereto.
U.S. Person: A citizen or resident of the United States, a corporation or partnership
(unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise) created
or organized in or under the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income tax purposes, an estate
whose income is subject to United States federal income tax regardless of its source, or a trust if a
court within the United States is able to exercise primary supervision over the administration of such
trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such
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trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be
allocated to the Holders of the Residual Certificates and (b) the remaining Voting Rights shall be
allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate
Balances of their respective Certificates on such date.
▇▇▇▇▇ Fargo: As defined in the recitals hereto.
▇▇▇▇▇ Fargo Mortgage Loans: The Mortgage Loans serviced by ▇▇▇▇▇ Fargo or any
successor thereto as a Servicer hereunder.
Section 1.02 Interest Calculations. All calculations of interest will be made on
a 360-day year consisting of twelve 30-day months. All dollar amounts calculated hereunder shall be
rounded to the nearest ▇▇▇▇▇ with one-half of one ▇▇▇▇▇ being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof, hereby
sells, transfers, assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust for the
benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor
in and to the Mortgage Loans, including all interest and principal received on or with respect to the
Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-Off Date), all accounts, chattel paper, deposit accounts, documents, general
intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money,
and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and
all proceeds of the foregoing. The foregoing sale, transfer, assignment and set over does not and is
not intended to result in a creation of an assumption by the Trustee of any obligation of the Depositor
or any other Person in connection with the Mortgage Loans or any agreement or instrument relating
thereto, except as specifically set forth herein. In connection with the conveyance by the Depositor of
the Mortgage Loans, the Depositor further agrees, at its own expense, on or prior to the Closing Date,
to indicate on its books and records that the Mortgage Loans have been sold to the Trustee on behalf of
the Trust pursuant to this Agreement, and to deliver to the Trustee the Mortgage Loan Schedule. The
Mortgage Loan Schedule shall be marked as Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit D-4 to this
Agreement and is hereby incorporated into and made a part of this Agreement.
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(b) In connection with such transfer and assignment, the Depositor has delivered
or caused to be delivered to the Custodian, on behalf of the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each Mortgage Loan so
assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile signature
either (A) in blank or (B) in the following form: "Pay to the order of HSBC Bank USA, National
Association, as Trustee, without recourse," with all necessary intervening endorsements showing
a complete chain of endorsement from the originator to the Trustee (each such endorsement being
sufficient to transfer all right, title and interest of the party so endorsing in and to that
Mortgage Note);
(ii) except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not been returned from the
applicable recording office or has been lost, or if such public recording office retains the
original recorded Mortgage, a copy of such Mortgage certified by the Depositor as being a true
and correct copy of the Mortgage, if such copy is available;
(iii) subject to the provisos at the end of this paragraph, a duly executed
Assignment of Mortgage from the mortgagee or assignee of record either (A) in blank or (B) to
"HSBC Bank USA, National Association, as trustee for the holders of the Wachovia Mortgage Loan
Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A Certificates" (which may be
included in a blanket assignment or assignments), together with, except as provided below,
originals of all interim recorded assignments of such mortgage or copies of such interim
assignments certified by the Depositor as being true and complete copies of the original
recorded intervening assignments of mortgage (each such assignment, when duly and validly
completed, to be in recordable form and sufficient to effect the assignment of the related
Mortgage to the assignee thereof); provided that, if the related Mortgage has not been returned
from the applicable public recording office, such Assignment of Mortgage may exclude the
information to be provided by the recording office; and provided, further, if the related
Mortgage has been recorded in the name of Mortgage Electronic Registration Systems, Inc.
("MERS") or its designee, no Assignment of Mortgage in favor of the Trustee will be required to
be prepared or delivered and instead, the Servicer servicing such Mortgage shall take all
actions as are necessary to cause the Trust or the Trustee to be shown as the owner of the
related Mortgage Loan on the records of MERS for purposes of the system of recording transfers
of mortgages maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) the original or duplicate original mortgagee title insurance policy
and all riders thereto;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
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(vii) for each Mortgage Loan, if any, which is secured by a residential
long-term lease, a copy of the lease with evidence of recording indicated thereon, or, if the
lease is in the process of being recorded, a photocopy of the lease, certified by an officer of
the respective prior owner of such Mortgage Loan or by the applicable title insurance company,
closing/settlement/escrow agent or company or closing attorney to be a true and correct copy of
the lease transmitted for recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the originals of the
following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate UCC
financing statements, evidencing a complete and unbroken line of assignments
from the mortgagee to the Trustee with evidence of recording thereon (or in a
form suitable for recordation).
provided, however, that if the Depositor is unable to deliver or cause the delivery of any original
Mortgage Note due to the loss of such original Mortgage Note, the Depositor may deliver a Lost Note
Affidavit together with a copy of such Mortgage Note, if a copy is available, and shall thereby be
deemed to have satisfied the document delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot deliver (A) the
Mortgage, (B) all interim recorded assignments, (C) all assumption, modification, consolidation or
extension agreements, if any, or (D) the lender's title policy (together with all riders thereto)
satisfying the requirements of clause (ii), (iii), (iv) or (v) above, respectively, concurrently with
the execution and delivery hereof because such document or documents have not been returned from the
applicable public recording office in the case of clause (ii), (iii) or (iv) above, or because the title
policy has not been delivered to either the Servicer servicing such Mortgage Loan or the Depositor by
the applicable title insurer in the case of clause (v) above, the Depositor shall promptly deliver or
cause to be delivered to the Custodian, in the case of clause (ii), (iii) or (iv) above, such Mortgage,
such interim assignment or such assumption, modification, consolidation or extension agreement, as the
case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or instruments be made later than
39
one year following the Closing Date, unless, in the case of clause (ii), (iii) or (iv) above, there has
been a continuing delay at the applicable recording office or, in the case of clause (v), there has been
a continuing delay at the applicable insurer and the Depositor has delivered an Officer's Certificate to
such effect to the Custodian. The Depositor shall forward or cause to be forwarded to the Custodian (1)
from time to time additional original documents evidencing an assumption or modification of a Mortgage
Loan and (2) any other documents required to be delivered by the Depositor or the related Servicer to
the Custodian. In the event that the original Mortgage is not delivered and in connection with the
payment in full of the related Mortgage Loan the public recording office requires the presentation of a
"lost instruments affidavit and indemnity" or any equivalent document, because only a copy of the
Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Servicer servicing
such Mortgage Loan shall prepare, execute and deliver or cause to be prepared, executed and delivered,
on behalf of the Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and assignment, and in any
event, within 30 days thereafter, each Servicer shall (except for any Mortgage which has been recorded
in the name of MERS or its designee) (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30 days of the Closing Date
and (II) at the Depositor's expense, cause to be delivered for recording in the appropriate public
office for real property records the Assignments of the Mortgages in favor of the Trustee, except that,
with respect to any Assignment of a Mortgage as to which such Servicer has not received the information
required to prepare such assignment in recordable form, such Servicer's obligation to do so and to
deliver the same for such recording shall be as soon as practicable after receipt of such information
and in any event within 30 days after the receipt thereof and, no recording of an Assignment of Mortgage
will be required in a state if recording is not required by the Rating Agencies to obtain the initial
ratings for the Certificates.
In the case of Mortgage Loans that have been prepaid in full as of the Closing Date,
the Depositor, in lieu of delivering the above documents to the Custodian will cause the Servicer
servicing such Mortgage Loan to deposit in the related Servicer Custodial Account the amount of such
payment in full.
It is agreed and understood by the Depositor and the Trustee that none of the Mortgage
Loans are (a) loans subject to 12 CFR Section 226.31, 12 CFR Section 226.32 or 12 CFR Section 226.34, as
amended, or (b) "high cost home," "covered" (excluding home loans defined as "covered home loans" in the
New Jersey Home Ownership Security Act of 2002 that were originated between November 26, 2003 and July
7, 2004), "high risk home" or "predatory" loans under any applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing heightened regulatory
scrutiny or additional legal liability for residential mortgage loans having high interest rates, points
and/or fees).
Section 2.02 Acceptance by the Custodian of the Mortgage Loans. Subject to the
provisions of the following paragraph, pursuant to the Custodial Agreement, the Custodian, on behalf of
the Trustee, declares that it will hold the documents referred to in Section 2.01 and the other
documents delivered to it constituting the Mortgage Files, and that it will hold such other assets as
are included in the Trust Estate, in trust for the exclusive use and benefit of all present and future
40
Certificateholders. Upon execution of this Agreement, the Custodian will deliver to the Depositor, the
Certificate Administrator and the Trustee an initial certification in the form of Exhibit O hereto, to
the effect that, except as may be specified in the list of exceptions attached thereto, it has received
the Mortgage File for each Mortgage Loan on the Mortgage Loan Schedule.
Within 90 days after the execution and delivery of this Agreement, the Custodian shall
review the Mortgage Files in its possession and will deliver to the Depositor, the Certificate
Administrator and the Trustee a final certification in the form of Exhibit P hereto. If, in the course
of such review, the Custodian finds any document described in Section 2.01(b)(i), (ii), (iii), (v) and
(ix)(A), (B), (C), (D), (F) and (G) which does not meet the requirements of Section 2.01 or is omitted
from such Mortgage File, the Custodian shall promptly so notify the related Servicer and the Depositor.
In performing any such review, the Custodian may conclusively rely on the purported genuineness of any
such document and any signature thereon. It is understood that the scope of the Custodian's review of
the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01(b)(i),
(ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) have been received and further confirming that
any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and
relate to the Mortgage Loans identified in the Mortgage Loan Schedule. The Custodian shall not have any
responsibility for determining whether any document is valid and binding, whether the text of any
assignment or endorsement is in proper or recordable form, whether any document has been recorded in
accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction. The Depositor hereby covenants and agrees that it will
promptly correct or cure such defect within 90 days from the date it was so notified of such defect and,
if the Depositor does not correct or cure such defect within such period, the Depositor will either (a)
substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth below or (b) repurchase such Mortgage
Loan from the Trustee at the Repurchase Price for such Mortgage Loan; provided, however, that in no
event shall such a substitution occur more than two years from the Closing Date; provided, further, that
such substitution or repurchase shall occur within 90 days of when such defect was discovered if such
defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan, the Depositor shall deliver to the
Custodian, on behalf of the Trustee, for the benefit of the Certificateholders, the Mortgage Note, the
Mortgage, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the
name of MERS or its designee), and such other documents and agreements as are otherwise required by
Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section
2.01(b)(i). No substitution is permitted to be made in any calendar month after the Determination Date
for such month. Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of
substitution shall not be conveyed to the Trust and shall be retained by the Depositor. For the month
of substitution, distributions to Certificateholders will include the Monthly Payment due for such month
on any Defective Mortgage Loan for which the Depositor has substituted a Substitute Mortgage Loan.
The related Servicer shall amend the Mortgage Loan Schedule to reflect the removal of
each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute
41
Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the
Custodian, the Master Servicer, the Certificate Administrator and the Trustee. Upon such substitution,
each Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects, and the
Depositor shall be deemed to have made to the Trustee with respect to such Substitute Mortgage Loan, as
of the date of substitution, the representations and warranties made pursuant to Section 2.04. Upon any
such repurchase or substitution and the deposit to the Collection Account of any required Repurchase
Price or Substitution Adjustment Amount (as described in the next paragraph), as applicable, and receipt
of a Request for Release, the Custodian shall release the Mortgage File relating to such Defective
Mortgage Loan to the Depositor and shall execute and deliver at the Depositor's direction such
instruments of transfer or assignment prepared by the Depositor, in each case without recourse, as shall
be necessary to transfer to the Depositor, or its designee, any Defective Mortgage Loan repurchased or
substituted for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more Substitute Mortgage Loans
for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance
of all such Substitute Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such Loan Group (the
"Substitution Adjustment Amount" for such Loan Group) plus an amount equal to the aggregate of any
unreimbursed Advances with respect to such Defective Mortgage Loans shall be deposited into the
Collection Account by the Depositor on or before the Remittance Date for the Distribution Date in the
month succeeding the calendar month during which the related Mortgage Loan is required to be repurchased
or replaced hereunder.
The Custodian shall retain possession and custody of each Mortgage File in accordance
with and subject to the terms and conditions set forth in the Custodial Agreement. Each Servicer shall
promptly deliver to the Custodian, upon the execution or, in the case of documents requiring recording,
receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as
come into each Servicer's possession from time to time.
It is understood and agreed that the obligation of the Depositor to substitute for or
to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute
the sole remedy respecting such defect available to the Trustee and any Certificateholder against the
Depositor.
None of the Certificate Administrator, the Master Servicer, the Trustee or the
Custodian shall be under any duty or obligation (i) to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine, enforceable, or
appropriate for the represented purpose or that they are other than what they purport to be on their
face or (ii) to determine whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii) and (viii) and (ix)(E).
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Section 2.03 Representations, Warranties and Covenants of the Master Servicer and
the Servicers.
(a) National City hereby makes the following representations and warranties to the
Depositor, the Master Servicer, the Certificate Administrator and the Trustee, as of the Closing Date:
(i) National City is a corporation duly organized, validly existing, and in good
standing under the laws of Ohio and has all licenses necessary to carry on its business as now
being conducted and is licensed, qualified and in good standing in each of the states where a
Mortgaged Property is located if the laws of such state require licensing or qualification in
order to conduct business of the type conducted by National City. National City has power and
authority to execute and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all instruments of transfer to
be delivered pursuant to this Agreement) by National City and the consummation of the
transactions contemplated hereby have been duly and validly authorized. This Agreement,
assuming due authorization, execution and delivery by the other parties hereto, evidences the
valid, binding and enforceable obligation of National City, except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or
other similar laws affecting the enforcement of the rights of creditors and (B) general
principles of equity, whether enforcement is sought in a proceeding in equity or at law. All
requisite corporate action has been taken by National City to make this Agreement valid and
binding upon National City in accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over National City or, if required, such consent,
approval, authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of National City and will not result in the breach of any term or
provision of the charter or by-laws of National City or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in the acceleration of
any obligation under, any agreement, indenture or loan or credit agreement or other instrument
to which National City or its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which National City or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of National City, threatened against National City which, either individually or in
the aggregate, would result in any material adverse change in the business, operations,
financial condition, properties or assets of National City, or in any material impairment of
the right or ability of National City to carry on its business substantially as now conducted
or which would draw into question the validity of this Agreement or the Mortgage Loans or of
any action taken or to be taken in connection with the obligations of National City
43
contemplated herein, or which would materially impair the ability of National City to perform
under the terms of this Agreement.
(v) Each Mortgage Loan serviced by National City was originated (A) by a savings
and loan association, savings bank, commercial bank, credit union, insurance company or similar
institution that is supervised and examined by a federal or state authority, or (B) by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203
and 211 of the National Housing Act, as amended.
(vi) No Mortgage Loan serviced by National City is secured by a Mortgage on a
leasehold estate.
The representations and warranties made pursuant to this Section 2.03(a) shall survive
delivery of the respective Mortgage Files for the National City Mortgage Loans to the Custodian.
(b) Fifth Third hereby makes the following representations and warranties to the
Depositor, the Master Servicer, the Certificate Administrator and the Trustee, as of the Closing Date:
(i) Fifth Third is a corporation duly organized, validly existing, and in good
standing under the laws of Ohio and has all licenses necessary to carry on its business as now
being conducted and is licensed, qualified and in good standing in each of the states where a
Mortgaged Property is located if the laws of such state require licensing or qualification in
order to conduct business of the type conducted by Fifth Third. Fifth Third has power and
authority to execute and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all instruments of transfer to
be delivered pursuant to this Agreement) by Fifth Third and the consummation of the
transactions contemplated hereby have been duly and validly authorized. This Agreement,
assuming due authorization, execution and delivery by the other parties hereto, evidences the
valid, binding and enforceable obligation of Fifth Third, except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or
other similar laws affecting the enforcement of the rights of creditors and (B) general
principles of equity, whether enforcement is sought in a proceeding in equity or at law. All
requisite corporate action has been taken by Fifth Third to make this Agreement valid and
binding upon Fifth Third in accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over Fifth Third or, if required, such consent,
approval, authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of Fifth Third and will not result in the breach of any term or
provision of the charter or by-laws of Fifth Third or result in the breach of any term or
44
provision of, or conflict with or constitute a default under or result in the acceleration of
any obligation under, any agreement, indenture or loan or credit agreement or other instrument
to which Fifth Third or its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which Fifth Third or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of Fifth Third, threatened against Fifth Third which, either individually or in the
aggregate, would result in any material adverse change in the business, operations, financial
condition, properties or assets of Fifth Third, or in any material impairment of the right or
ability of Fifth Third to carry on its business substantially as now conducted or which would
draw into question the validity of this Agreement or the Mortgage Loans or of any action taken
or to be taken in connection with the obligations of Fifth Third contemplated herein, or which
would materially impair the ability of Fifth Third to perform under the terms of this Agreement.
(v) Each Mortgage Loan serviced by Fifth Third was originated (A) by a savings and
loan association, savings bank, commercial bank, credit union, insurance company or similar
institution that is supervised and examined by a federal or state authority, or (B) by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203
and 211 of the National Housing Act, as amended.
(vi) No Mortgage Loan serviced by Fifth Third is secured by a Mortgage on a
leasehold estate.
The representations and warranties made pursuant to this Section 2.03(b) shall survive
delivery of the respective Mortgage Files for the Fifth Third Mortgage Loans to the Custodian.
(c) SunTrust hereby makes the following representations and warranties to the
Depositor, the Master Servicer, the Certificate Administrator and the Trustee, as of the Closing Date:
(i) SunTrust is a corporation duly organized, validly existing, and in good
standing under the laws of Virginia and has all licenses necessary to carry on its business as
now being conducted and is licensed, qualified and in good standing in each of the states where
a Mortgaged Property is located if the laws of such state require licensing or qualification in
order to conduct business of the type conducted by SunTrust. SunTrust has power and authority
to execute and deliver this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by SunTrust and the consummation of the transactions
contemplated hereby have been duly and validly authorized. This Agreement, assuming due
authorization, execution and delivery by the other parties hereto, evidences the valid, binding
and enforceable obligation of SunTrust, except as enforceability may be limited by (A)
bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar
laws affecting the enforcement of the rights of creditors and (B) general principles of equity,
45
whether enforcement is sought in a proceeding in equity or at law. All requisite corporate
action has been taken by SunTrust to make this Agreement valid and binding upon SunTrust in
accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over SunTrust or, if required, such consent, approval,
authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of SunTrust and will not result in the breach of any term or
provision of the charter or by-laws of SunTrust or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in the acceleration of
any obligation under, any agreement, indenture or loan or credit agreement or other instrument
to which SunTrust or its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which SunTrust or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of SunTrust, threatened against SunTrust which, either individually or in the
aggregate, would result in any material adverse change in the business, operations, financial
condition, properties or assets of SunTrust, or in any material impairment of the right or
ability of SunTrust to carry on its business substantially as now conducted or which would draw
into question the validity of this Agreement or the Mortgage Loans or of any action taken or to
be taken in connection with the obligations of SunTrust contemplated herein, or which would
materially impair the ability of SunTrust to perform under the terms of this Agreement.
(v) Each Mortgage Loan serviced by SunTrust was originated (A) by a savings and
loan association, savings bank, commercial bank, credit union, insurance company or similar
institution that is supervised and examined by a federal or state authority, or (B) by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203
and 211 of the National Housing Act, as amended.
(vi) No Mortgage Loan serviced by SunTrust is secured by a Mortgage on a leasehold
estate.
The representations and warranties made pursuant to this Section 2.03(c) shall survive
delivery of the respective Mortgage Files for the SunTrust Mortgage Loans to the Custodian.
(d) ▇▇▇▇▇ Fargo hereby makes the following representations and warranties to the
Depositor, the Master Servicer, the Certificate Administrator and the Trustee, as of the Closing Date:
(i) ▇▇▇▇▇ Fargo is a national banking association duly organized, validly
existing, and in good standing under the federal laws of the United States of America and has
46
all licenses necessary to carry on its business as now being conducted. ▇▇▇▇▇ Fargo has power
and authority to execute and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all instruments of transfer to
be delivered pursuant to this Agreement) by ▇▇▇▇▇ Fargo and the consummation of the
transactions contemplated hereby have been duly and validly authorized. This Agreement,
assuming due authorization, execution and delivery by the other parties hereto, evidences the
valid, binding and enforceable obligation of ▇▇▇▇▇ Fargo, except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or
other similar laws affecting the enforcement of the rights of creditors and (B) general
principles of equity, whether enforcement is sought in a proceeding in equity or at law. All
requisite corporate action has been taken by ▇▇▇▇▇ Fargo to make this Agreement valid and
binding upon ▇▇▇▇▇ Fargo in accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over ▇▇▇▇▇ Fargo or, if required, such consent,
approval, authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of ▇▇▇▇▇ Fargo and will not result in the breach of any term or
provision of the charter or by-laws of ▇▇▇▇▇ Fargo or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in the acceleration of
any obligation under, any agreement, indenture or loan or credit agreement or other instrument
to which ▇▇▇▇▇ Fargo or its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which ▇▇▇▇▇ Fargo or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of ▇▇▇▇▇ Fargo, threatened against ▇▇▇▇▇ Fargo which, either individually or in the
aggregate, would result in any material adverse change in the business, operations, financial
condition, properties or assets of ▇▇▇▇▇ Fargo, or in any material impairment of the right or
ability of ▇▇▇▇▇ Fargo to carry on its business substantially as now conducted or which would
draw into question the validity of this Agreement or the Mortgage Loans or of any action taken
or to be taken in connection with the obligations of ▇▇▇▇▇ Fargo contemplated herein, or which
would materially impair the ability of ▇▇▇▇▇ Fargo to perform under the terms of this Agreement.
The representations and warranties made pursuant to this Section 2.03(d) shall survive
delivery of the respective Mortgage Files for the ▇▇▇▇▇ Fargo Mortgage Loans to the Custodian.
(e) U.S. Bank hereby makes the following representations and warranties to the
Depositor, the Trustee and the Servicers, as of the Closing Date:
47
(i) U.S. Bank is a national banking association duly organized, validly existing,
and in good standing under the federal laws of the United States of America and has all
licenses necessary to carry on its business as now being conducted. U.S. Bank has power and
authority to execute and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all instruments of transfer to
be delivered pursuant to this Agreement) by U.S. Bank and the consummation of the transactions
contemplated hereby have been duly and validly authorized. This Agreement, assuming due
authorization, execution and delivery by the other parties hereto, evidences the valid, binding
and enforceable obligation of U.S. Bank, except as enforceability may be limited by (A)
bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar
laws affecting the enforcement of the rights of creditors and (B) general principles of equity,
whether enforcement is sought in a proceeding in equity or at law. All requisite corporate
action has been taken by U.S. Bank to make this Agreement valid and binding upon U.S. Bank in
accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over U.S. Bank or, if required, such consent,
approval, authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of U.S. Bank and will not result in the breach of any term or
provision of the charter or by-laws of U.S. Bank or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in the acceleration of
any obligation under, any agreement, indenture or loan or credit agreement or other instrument
to which U.S. Bank or its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which U.S. Bank or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of U.S. Bank, threatened against U.S. Bank which, either individually or in the
aggregate, would result in any material adverse change in the business, operations, financial
condition, properties or assets of U.S. Bank, or in any material impairment of the right or
ability of U.S. Bank to carry on its business substantially as now conducted or which would
draw into question the validity of this Agreement or of any action taken or to be taken in
connection with the obligations of U.S. Bank contemplated herein, or which would materially
impair the ability of U.S. Bank to perform under the terms of this Agreement.
(f) The Trustee hereby makes the following representations and warranties to the
Depositor, the Certificate Administrator, the Master Servicer and the Servicers, as of the Closing Date:
(i) The Trustee is a national banking association duly organized, validly
existing, and in good standing under the federal laws of the United States of America. The
48
Trustee has power and authority to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this Agreement) by the Trustee and the
consummation of the transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the other parties hereto,
evidences the valid, binding and enforceable obligation of the Trustee, except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement of the rights of
creditors and (B) general principles of equity, whether enforcement is sought in a proceeding
in equity or at law. All requisite corporate action has been taken by the Trustee to make this
Agreement valid and binding upon the Trustee in accordance with its terms.
(ii) No consent, approval, authorization or order is required for the transactions
contemplated by this Agreement from any court, governmental agency or body, or federal or state
regulatory authority having jurisdiction over the Trustee or, if required, such consent,
approval, authorization or order has been or will, prior to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Trustee and will not result in the breach of any term or
provision of the charter or by-laws of the Trustee or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in the acceleration of
any obligation under, any agreement, indenture or loan or credit agreement or other instrument
to which the Trustee or its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Trustee or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or, to the best
knowledge of the Trustee, threatened against the Trustee which, either individually or in the
aggregate, would draw into question the validity of this Agreement or of any action taken or to
be taken in connection with the obligations of the Trustee contemplated herein, or which would
materially impair the ability of the Trustee to perform under the terms of this Agreement.
Section 2.04 Assignment of Interest in the Mortgage Loan Purchase Agreement;
Depositor Representations and Warranties.
(a) The Depositor hereby assigns to the Trustee all of its right, title and
interest in the Mortgage Loan Purchase Agreement, including but not limited to the representations and
warranties of the Seller set forth in Section 7 thereof. The obligations of the Seller under the
Mortgage Loan Purchase Agreement to substitute or repurchase, as applicable, a Mortgage Loan as to which
a representation set forth in Section 7 thereof is breached shall be the Trustee's and the
Certificateholders' sole remedy for such breach. At the request of the Certificate Administrator, the
Depositor shall take such actions as may be necessary to enable the Certificate Administrator to enforce
such representations and the obligations of the Seller with respect thereto and shall execute such
49
further documents as the Certificate Administrator may reasonably require in order to enable the
Certificate Administrator to carry out such enforcement.
(b) If the Depositor, the Certificate Administrator, the Master Servicer, a
Servicer, or the Trustee discovers a breach of any of the representations and warranties set forth in
the Mortgage Loan Purchase Agreement, which breach materially and adversely affects the value of the
interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the
breach shall give prompt written notice of the breach to the other parties and the Seller. Upon receipt
by the Custodian of a Request for Release and by the Custodian or the applicable Servicer of the
applicable Substitute Mortgage Loans, Repurchase Prices, or Substitution Adjustment Amounts (as such
terms are defined in the Mortgage Loan Purchase Agreement) from the Seller as provided in the Mortgage
Loan Purchase Agreement, the Custodian and the applicable Servicer shall notify the Trustee, the
Custodian shall release to the Seller the related Mortgage File, and the Trustee shall execute and
deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse,
representation or warranty, as are necessary to transfer to the Seller the Mortgage Loan or any property
acquired with respect thereto. The related Servicer shall amend the Mortgage Loan Schedule to reflect
such repurchase. The Custodian shall also amend its records to reflect such repurchase and shall
promptly notify the Trustee, the Master Servicer and the Certificate Administrator of such amendment.
If the Seller delivers a Substitute Mortgage Loan, the Custodian shall examine the Mortgage File for any
Substitute Mortgage Loan in the manner set forth in Section 2.02(a).
(c) The Depositor makes the following representations and warranties to the
parties hereto as to the Mortgage Loans on which the Trustee is deemed to have relied in acquiring the
Mortgage Loans. Such representations and warranties speak as of the Closing Date, but shall survive
until the termination of this Agreement. Such representations and warranties shall not be waived by any
of the parties to this Agreement:
(i) This Agreement creates a valid and continuing security interest (as defined in
the Uniform Commercial Code as in force in the relevant jurisdiction) in the Mortgage Loans in
favor of the Trustee, which security interest is prior to all other liens, and is enforceable
as such as against creditors of and purchasers from the Depositor.
(ii) The Mortgage Loans constitute "instruments" within the meaning of the Uniform
Commercial Code as in force in the relevant jurisdiction.
(iii) The Depositor owns and has good and marketable title to the Mortgage Loans
free and clear of any lien, claim or encumbrance of any Person.
(iv) The Depositor has received all consents and approvals required by the terms of
the Mortgage Loans to the sale of the Mortgage Loans hereunder to the Trustee.
(v) The Depositor has caused or will have caused, within ten days, the filing of
all appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest in the Mortgage
Loans granted to the Trustee hereunder.
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(vi) Other than the security interest granted to the Trustee pursuant to this
Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of
and is not aware of any financing statements against the Depositor that include a description
of collateral covering the Mortgage Loans other than any financing statement relating to the
security interest granted to the Trustee hereunder or that has been terminated. Debtor is not
aware of any judgment or tax lien filings against it.
(vii) The Custodian has in its possession all original copies of the Mortgage Notes
that constitute or evidence the Mortgage Loans. The Mortgage Notes that constitute or evidence
the Mortgage Loans do not have any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Trustee. All financing statements
filed or to be filed against the Depositor in favor of the Trustee in connection herewith
describing the Mortgage Loans contain a statement to the following effect: "A purchase of or
security interest in any collateral described in this financing statement will violate the
rights of the secured party as more fully described in, and subject to the terms of, the
related transaction documents."
(d) The Depositor hereby covenants to maintain the perfection and priority of the
security interest of the Trustee created by this Agreement.
Section 2.05 Intent of Parties and Protection of Title.
(a) It is the express intent of the Depositor and the Trustee that the transfer of
the Mortgage Loans by the Depositor to the Trustee pursuant to Section 2.01(a) be, and be construed as,
an absolute sale of the Mortgage Loans. It is, further, not the intention of such parties that such
transfer be deemed the grant of a security interest in the Mortgage Loans by the Depositor to the
Trustee to secure a debt or other obligation of the Depositor. However, in the event that,
notwithstanding the intent of the parties, the Mortgage Loans are held to be the property of the
Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in
the Mortgage Loans, then: (1) this Agreement shall constitute a security agreement, and (2) the transfer
of the Mortgage Loans provided for in Section 2.01(a) shall be deemed to be a grant by the Depositor to
the Trustee of, and the Depositor hereby grants to the Trustee, to secure all of the Depositor's
obligations hereunder, a security interest in all of the Depositor's right, title, and interest, whether
now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all accounts, chattel paper,
deposit accounts, documents, general intangibles, goods, instruments, investment property,
letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of,
arising from, or relating to, any of the foregoing; and (iii) all proceeds of the foregoing.
(b) The Depositor shall file such financing statements, and the Depositor, the
Servicers, and the Trustee (or the Certificate Administrator on behalf of the Trustee) at the direction
of the Depositor shall, to the extent consistent with this Agreement, take such other actions as may be
necessary to ensure that, if this Agreement were found to create a security interest in the Mortgage
Loans, such security interest would be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of the Agreement. In connection herewith, the
51
Trustee shall have all of the rights and remedies of a secured party under the Uniform Commercial Code
as in force in the relevant jurisdiction.
(c) It is the express intent of the parties hereto that the transfer of the
Uncertificated Lower-Tier Regular Interests by the Depositor to the Trustee pursuant to this Agreement
be, and be construed as, an absolute sale of the Uncertificated Lower-Tier Regular Interests. It is,
further, not the intention of the parties that such transfer be deemed the grant of a security interest
in the Uncertificated Lower-Tier Regular Interests by the Depositor to the Trustee to secure a debt or
other obligation of the Depositor. However, in the event that, notwithstanding the intent of the
parties, the Uncertificated Lower-Tier Regular Interests are held to be the property of the Depositor,
or if for any other reason this Agreement is held or deemed to create a security interest in the
Uncertificated Lower-Tier Regular Interests, then: (1) this Agreement shall constitute a security
agreement, and (2) the transfer of the Uncertificated Lower-Tier Regular Interests provided for in this
Agreement shall be deemed to be a grant by the Depositor to the Trustee of, and the Depositor hereby
grants to the Trustee, to secure all of the Depositor's obligations hereunder, a security interest in
all of the Depositor's right, title, and interest, whether now owned or hereafter acquired, in and to
(i) the Uncertificated Lower-Tier Regular Interests, including all rights represented thereby in and to
the Mortgage Loans and the proceeds thereof, (ii) all accounts, chattel paper, deposit accounts,
documents, general intangibles, goods, instruments, investment property, letter-of-credit rights,
letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to,
any of the foregoing; and (iii) all proceeds of the foregoing.
(d) The Depositor shall file such financing statements, and the Depositor, the
Servicers, and the Trustee (or the Certificate Administrator on behalf of the Trustee) at the direction
of the Depositor shall, to the extent consistent with this Agreement, take such other actions as may be
necessary to ensure that, if this Agreement were found to create a security interest in the
Uncertificated Lower-Tier Regular Interests, such security interest would be a perfected security
interest of first priority under applicable law and will be maintained as such throughout the term of
the Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a
secured party under the Uniform Commercial Code as in force in the relevant jurisdiction.
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Section 2.06 Designation of Interests in the REMIC. The Depositor hereby
designates the Classes of Class A Certificates (other than the Class 1-A-R Certificates) and the Classes
of Class B Certificates as classes of "regular interests" and Component II of the Class 1-A-R
Certificates as the single class of "residual interest" in the Upper-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further designates each
Uncertificated Lower-Tier Regular Interest as classes of "regular interests" and Component I of the
Class 1-A-R Certificates as the single class of "residual interest" in the Lower-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
Section 2.07 Designation of Start-up Day. The Closing Date is hereby designated
as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Section
860G(a)(9) of the Code.
Section 2.08 REMIC Certificate Maturity Date. Solely for purposes of satisfying
Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" of the
regular interests in the Upper-Tier REMIC and Lower-Tier REMIC is March 1, 2037 (the "REMIC Certificate
Maturity Date").
Section 2.09 Receipt of Trust Estate; Execution and Delivery of Certificates. The
Trustee acknowledges the issuance of and hereby declares that it holds the Uncertificated Lower-Tier
Regular Interests on behalf of the Upper-Tier REMIC and the Certificateholders, and acknowledges receipt
of the Mortgage Loans and Uncertificated Lower-Tier Regular Interests, together with all other assets
included in the definition of "Trust Estate." The Certificate Administrator has executed and delivered
to or upon the order of the Depositor Certificates in authorized denominations which, together with the
Uncertificated Lower-Tier Regular Interests, evidence ownership of the entire Trust Estate.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage Loans. For and on behalf of the
Certificateholders, National City (or any successor Servicer thereto) shall service and administer the
National City Mortgage Loans, Fifth Third (or any successor Servicer thereto) shall service and
administer the Fifth Third Mortgage Loans, SunTrust (or any successor Servicer thereto) shall service
and administer the SunTrust Mortgage Loans, and ▇▇▇▇▇ Fargo (or any successor Servicer thereto) shall
service and administer the ▇▇▇▇▇ Fargo Mortgage Loans, in each case in accordance with the terms of this
Agreement, the Customary Servicing Procedures applicable to such Servicer, all applicable requirements
of the Servicing Criteria, applicable law and the terms of the related Mortgage Notes and Mortgages. In
connection with such servicing and administration, each Servicer shall have full power and authority,
acting alone and/or through Subservicers as provided in Section 3.02, to do or cause to be done any and
all things that it may deem necessary or desirable in connection with such servicing and administration
including, but not limited to, the power and authority, subject to the terms hereof, (a) to execute and
deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it services, to transfers
of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the
manner provided in this Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds
relating to the Mortgage Loans it services, and (d) to effectuate foreclosure or other conversion of the
ownership of the Mortgaged Property securing any Mortgage Loan it services. Each Servicer shall
represent and protect the interests of the Trust in the same manner as it protects its own interests in
mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of any Mortgage Loan, except
as provided pursuant to Section 3.21. Without limiting the generality of the foregoing, each Servicer,
in its own name or in the name of any Subservicer or the Depositor and the Trustee, is hereby authorized
and empowered by the Depositor and the Trustee, when the Servicer or any Subservicer, as the case may
be, believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the
Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other comparable instruments, with
respect to the Mortgage Loans it services, and with respect to the related Mortgaged Properties held for
the benefit of the Certificateholders. Each Servicer shall prepare and deliver to the Depositor and/or
the Trustee such documents requiring execution and delivery by any or all of them as are necessary or
appropriate to enable such Servicer to service and administer the Mortgage Loans it services to the
extent that such Servicer is not permitted to execute and deliver such documents pursuant to the
preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon the
direction of such Servicer, shall promptly execute such documents and deliver them to such Servicer.
In accordance with the standards of the preceding paragraph, each Servicer shall
advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and
assessments on the Mortgaged Properties relating to the Mortgage Loans it services, which Servicing
Advances shall be reimbursable in the first instance from related collections from the Mortgagors
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pursuant to Section 3.09, and further as provided in Section 3.11. The costs, if any, incurred by a
Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and
related insurance premiums shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit. However, advances for taxes may be
capitalized in accordance with a loan modification pursuant to Section 3.21.
The relationship of each Servicer (and of any successor to such Servicer as servicer
under this Agreement) to the Trustee, the Master Servicer, the Certificateholders and the Certificate
Administrator under this Agreement is intended by the parties to be that of an independent contractor
and not that of a joint venturer, partner or agent. In the event of any conflict, inconsistency or
discrepancy between any servicing provision of this Agreement and any servicing provision of any
servicing agreement between the Seller and any Servicer, the provisions of this Agreement shall control
and be binding upon the Seller and such Servicer.
Section 3.02 Subservicing and Subcontracting; Enforcement of the Obligations of
Servicers.
(a) Each Servicer may arrange for the subservicing of any Mortgage Loan it
services by a Subservicer pursuant to a Subservicing Agreement; provided, however, that such
subservicing arrangement and the terms of the related Subservicing Agreement must provide for the
servicing of such Mortgage Loan in a manner consistent with the servicing arrangements contemplated
hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between a Servicer and a Subservicer or reference to
actions taken through a Subservicer or otherwise, the related Servicer shall remain obligated and liable
to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the
Mortgage Loans it services in accordance with the provisions of this Agreement without diminution of
such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer and to the same extent and under the same terms and conditions as
if such Servicer alone were servicing and administering those Mortgage Loans. All actions of each
Subservicer performed pursuant to the related Subservicing Agreement shall be performed as agent of the
related Servicer with the same force and effect as if performed directly by such Servicer.
(b) For purposes of this Agreement, each Servicer shall be deemed to have received
any collections, recoveries or payments with respect to the Mortgage Loans it services that are received
by a Subservicer regardless of whether such payments are remitted by the Subservicer to such Servicer.
(c) As part of its servicing activities hereunder, each Servicer, for the benefit
of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the
obligations of each Subservicer engaged by such Servicer under the related Subservicing Agreement, to
the extent that the non-performance of any such obligation would have a material and adverse effect on a
Mortgage Loan. Such enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such
form and carried out to such an extent and at such time as such Servicer, in its good faith business
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judgment, would require were it the owner of the related Mortgage Loans. Such Servicer shall pay the
costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such enforcement is directed.
(d) Any Subservicing Agreement entered into by a Servicer shall provide that it
may be assumed or terminated by the Master Servicer, if the Master Servicer has assumed the duties of a
Servicer, or any successor Servicer, at the Master Servicer's or successor Servicer's option, as
applicable, without cost or obligation to the assuming or terminating party or the Trust, upon the
assumption by such party of the obligations of the Servicer pursuant to Section 8.05. Each Servicer
shall be solely responsible for any fees and expenses payable to any Subservicer in connection with the
assumption or termination of any Subservicing Agreement.
Any Subservicing Agreement, and any other transactions or services relating to the
Mortgage Loans involving a Subservicer, shall be deemed to be between the related Servicer and such
Subservicer alone, and the Trustee, the Master Servicer, the Certificate Administrator and the
Certificateholders shall not be deemed parties thereto and shall have no obligations, duties or
liabilities to or with respect to the Subservicer or its officers, directors or employees, except as set
forth in Section 3.01.
(e) A Servicer shall not permit a Subservicer to perform any servicing
responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in
writing with such Servicer to deliver:
(i) an Item 1123 Certficate, an Assessment of Compliance, an Accountant's
Attestation and a Back-Up Certification in such manner and at such times that permits that
Servicer to comply with Sections 12.06, 12.07, 12.08 and 12.09 of this Agreement, respectively;
and
(ii) a description of (A) any litigation or governmental proceedings
pending against such Subservicer that are material to Certificateholders, (B) any affiliations
or relationships between such Subservicer and any Servicer, the Master Servicer, the
Certificate Administrator, the Custodian or the Trustee, and (C) any litigation or affiliations
described in clauses (A) or (B) above, respectively, that occur or arise after such Subservicer
agrees to perform any servicing responsibilities hereunder. Each such description shall be
delivered to the related Servicer in such manner and at such times that permits the Servicer to
comply with Sections 12.02 and 12.04 of this Agreement.
(f) A Servicer shall not outsource one or more separate servicing functions
hereunder with respect to the Mortgage Loans to any Subcontractor unless that Subcontractor first agrees
in writing with such Servicer to deliver an Assessment of Compliance and an Accountant's Attestation in
such manner and at such times that permits that Servicer to comply with Sections 12.07 and 12.08 of this
Agreement.
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Section 3.03 Fidelity Bond; Errors and Omissions Insurance.
Each Servicer shall maintain, at its own expense, and provide evidence thereof to the
Master Servicer upon request, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage on all officers, employees or other persons acting in any capacity requiring such persons
to handle funds, money, documents or papers relating to the Mortgage Loans it services. These policies
must insure the related Servicer against losses resulting from dishonest or fraudulent acts committed by
such Servicer's personnel, any employees of outside firms that provide data processing services for such
Servicer, and temporary contract employees or student interns. Such fidelity bond shall also protect
and insure such Servicer against losses in connection with the release or satisfaction of a Mortgage
Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this
Section 3.03 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve a
Servicer from its duties and obligations as set forth in this Agreement. The minimum coverage under any
such bond and insurance policy shall be at least equal to the corresponding amounts required by FNMA in
the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' & Servicers' Guide, as amended or restated
from time to time, or in an amount as may be permitted to the Servicer by express waiver of FNMA or
FHLMC.
The Master Servicer shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, affording coverage with respect to all directors, officers,
employees and other Persons acting on the Master Servicer's behalf, and covering errors and omissions in
the performance of the Master Servicer's obligations hereunder. The errors and omissions insurance
policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving
as master servicers.
Section 3.04 Access to Certain Documentation.
The Master Servicer and each Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of Subordinate Certificates and the examiners and
supervisory agents of the OTS, the FDIC and such other authorities, access to the documentation required
by applicable regulations of the OTS and the FDIC with respect to the Mortgage Loans. Such access shall
be afforded without charge, but only upon reasonable and prior written request and during normal
business hours at the offices designated by the Master Servicer and each Servicer. Nothing in this
Section 3.04 shall limit the obligation of the Master Servicer or a Servicer to observe any applicable
law, and the failure of the Master Servicer or such Servicer to provide access as provided in this
Section 3.04 as a result of such obligation shall not constitute a breach of this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy; Claims.
With respect to each Mortgage Loan which was covered by a Primary Insurance Policy on
the Cut-off Date, or the date that such Mortgage Loan is transferred to the Trustee, the Servicer
servicing such Mortgage Loan shall, without any cost to the Trust Estate, maintain or cause the
Mortgagor to maintain in full force and effect a Primary Insurance Policy insuring that portion of the
Mortgage Loan in excess of a percentage in conformity with FNMA requirements. Each Servicer shall pay
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or shall cause the Mortgagor to pay the premium thereon on a timely basis, at least until the
Loan-to-Value Ratio of such Mortgage Loan is reduced to 80% or such other Loan-to-Value Ratio as may be
required by law. If such Primary Insurance Policy is terminated, the related Servicer shall obtain from
another insurer a comparable replacement policy, with a total coverage equal to the remaining coverage
of such terminated Primary Insurance Policy. If the insurer shall cease to be an insurer acceptable to
FNMA, such Servicer shall notify the Trustee in writing, it being understood that such Servicer shall
not have any responsibility or liability for any failure to recover under the Primary Insurance Policy
for such reason. If the related Servicer determines that recoveries under the Primary Insurance Policy
are jeopardized by the financial condition of the insurer, such Servicer shall obtain from another
insurer which meets the requirements of this Section 3.05 a replacement insurance policy. No Servicer
shall take any action that would result in noncoverage under any applicable Primary Insurance Policy of
any loss that, but for the actions of the related Servicer, would have been covered thereunder. In
connection with any assumption or substitution agreement, the related Servicer shall promptly notify the
insurer under the related Primary Insurance Policy, if any, of such assumption or substitution of
liability in accordance with the terms of such Primary Insurance Policy and shall take all actions which
may be required by such insurer as a condition to the continuation of coverage under such Primary
Insurance Policy. If such Primary Insurance Policy is terminated as a result of such assumption or
substitution of liability, such Servicer shall obtain a replacement Primary Insurance Policy as provided
above.
In connection with its activities as servicer, each Servicer agrees to prepare and
present, on behalf of itself, the Trustee, and the Certificateholders, claims to the insurer under any
Primary Insurance Policy in a timely fashion in accordance with the terms of such Primary Insurance
Policy and, in this regard, to take such action as shall be necessary to permit recovery under any
Primary Insurance Policy respecting a Defaulted Mortgage Loan. Pursuant to Section 3.08(b)(iii), any
amounts collected by a Servicer under any Primary Insurance Policy shall be deposited in the related
Servicer Custodial Account, subject to withdrawal pursuant to Section 3.11.
Each Servicer will comply with all provisions of applicable state and federal law
relating to the cancellation of, or collection of premiums with respect to, Primary Insurance Policies,
including, but not limited to, the provisions of the Homeowners Protection Act of 1998, and all
regulations promulgated thereunder, as amended from time to time.
Section 3.06 Rights of the Depositor and Others in Respect of the Servicers.
The Depositor may, but is not obligated to, enforce the obligations of either Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of a Servicer hereunder and in connection with any such defaulted obligation to exercise the
related rights of a Servicer hereunder; provided that no Servicer shall be relieved of any of its
obligations hereunder by virtue of such performance by the Depositor or its designee. None of the
Trustee, the Certificate Administrator, the Master Servicer or the Depositor shall have any
responsibility or liability for any action or failure to act by a Servicer, and the Trustee, the
Certificate Administrator and the Depositor shall not be obligated to supervise the performance of a
Servicer hereunder or otherwise.
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Any Subservicing Agreement that may be entered into and any transactions or services
relating to the Mortgage Loans involving a Subservicer in its capacity as such shall be deemed to be
between the Subservicer and the related Servicer alone, and the Trustee, the Certificate Administrator,
the Master Servicer and Certificateholders shall not be deemed parties thereto and shall have no
obligations, duties or liabilities with respect to the Subservicer. Each Servicer shall be solely
liable for all fees owed by it to any Subservicer, irrespective of whether such Servicer's compensation
pursuant to this Agreement is sufficient to pay such fees.
Section 3.07 [Reserved].
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial Accounts;
Collection Account; Certificate Account; and Upper-Tier Certificate Account.
(a) Each Servicer will proceed diligently, in accordance with this Agreement, to
collect all payments due under each of the Mortgage Loans it services when the same shall become due and
payable. Further, each Servicer will in accordance with all applicable law, the terms of the Mortgage
Loans, and Customary Servicing Procedures applicable thereto ascertain and estimate taxes, assessments,
fire and hazard insurance premiums, mortgage insurance premiums and all other charges with respect to
the Mortgage Loans it services that, as provided in any Mortgage, will become due and payable to the end
that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they
become due and payable. Consistent with the foregoing, each Servicer may in its discretion (i) waive
any late payment charge or any prepayment charge or penalty interest in connection with the prepayment
of a Mortgage Loan it services and (ii) extend the due dates for payments due on a Mortgage Note for a
period not greater than 120 days; provided, however, that such Servicer cannot extend the maturity of
any such Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage
Loan as of the Cut-Off Date. In the event of any such arrangement, such Servicer shall make Periodic
Advances on the related Mortgage Loan in accordance with the provisions of Section 3.20 during the
scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification
thereof by reason of such arrangements. No Servicer shall be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a taking or condemnation) if
it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.
(b) Each Servicer shall establish and maintain a Servicer Custodial Account. Each
Servicer shall deposit or cause to be deposited into the related Servicer Custodial Account, within two
(2) Business Days of receipt, except as otherwise specifically provided herein, the following payments
and collections remitted by the related Subservicers or received by such Servicer in respect of the
Mortgage Loans it services subsequent to the Cut-Off Date (other than in respect of principal and
interest due on the Mortgage Loans on or before the Cut-Off Date) and the following amounts required to
be deposited hereunder with respect to the Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans, including
Principal Prepayments;
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(ii) all payments on account of interest on the Mortgage Loans, net of the
Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other than Insurance
Proceeds to be (1) applied to the restoration or repair of the Mortgaged Property, (2) released
to the Mortgagor in accordance with Customary Servicing Procedures, the terms of the Mortgage
Loan, or applicable law or (3) required to be deposited to an Escrow Account pursuant to
Section 3.09(a) and (B) any Insurance Proceeds released from an Escrow Account pursuant to
Section 3.09(b)(iv);
(iv) any amount required to be deposited by such Servicer pursuant to Section
3.08(d) in connection with any losses on Permitted Investments with respect to the related
Servicer Custodial Account;
(v) any amounts required to be deposited by such Servicer pursuant to Section 3.14;
(vi) all Repurchase Prices, all Substitution Adjustment Amounts and all Subsequent
Recoveries received by such Servicer;
(vii) Periodic Advances made by such Servicer pursuant to Section 3.20 and any
payments of Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to a Servicer Custodial Account by the related
Servicer shall be exclusive, it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of prepayment penalties, late payment charges or assumption fees, if
collected, need not be deposited by such Servicer. If a Servicer shall deposit in the related Servicer
Custodial Account any amount not required to be deposited, it may at any time withdraw or direct the
institution maintaining such Servicer Custodial Account to withdraw such amount from such Servicer
Custodial Account, any provision herein to the contrary notwithstanding. A Servicer Custodial Account
may contain funds that belong to one or more trust funds created for mortgage pass-through certificates
of other series and may contain other funds respecting payments on mortgage loans belonging to such
Servicer or serviced by such Servicer on behalf of others; provided that such commingling of funds shall
not be permitted at any time during which (i) Fitch's senior long-term unsecured debt rating of such
Servicer is below "A" or (ii) Fitch's short-term rating of such Servicer is below "F1." Notwithstanding
such commingling of funds, each Servicer shall keep records that accurately reflect the funds on deposit
in the related Servicer Custodial Account that have been identified by it as being attributable to the
Mortgage Loans it services. Each Servicer shall maintain adequate records with respect to all
withdrawals made pursuant to this Section 3.08. All funds required to be deposited in a Servicer
Custodial Account shall be held in trust for the Certificateholders until withdrawn in accordance with
Section 3.11.
(c) [Reserved].
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(d) Each institution at which a Servicer Custodial Account is maintained shall
invest the funds therein as directed in writing by the related Servicer in Permitted Investments, which
shall mature not later than the Business Day next preceding the related Remittance Date (except that if
such Permitted Investment is an obligation of the institution that maintains such account, then such
Permitted Investment shall mature not later than such Remittance Date), and shall not be sold or
disposed of prior to its maturity. All such Permitted Investments shall be made in the name of the
Trustee, for the benefit of the Certificateholders. All income or gain (net of any losses) realized
from any such investment of funds on deposit in a Servicer Custodial Account shall be for the benefit of
the related Servicer as servicing compensation and shall be retained by it monthly as provided herein.
The amount of any losses realized in a Servicer Custodial Account in respect of any such investments
shall promptly be deposited by the related Servicer in such Servicer Custodial Account.
(e) Each Servicer shall give prior notice to the Master Servicer of any proposed
change of the location of the related Servicer Custodial Account maintained by such Servicer. The
creation of a Servicer Custodial Account shall be evidenced by a certification substantially in the form
of Exhibit F hereto. A copy of such certification shall be furnished to the Master Servicer.
(f) The Master Servicer shall establish and maintain in the name of the Trustee,
for the benefit of the Certificateholders, the Collection Account as a segregated trust account or
accounts. The Collection Account shall be an Eligible Account. The Master Servicer will deposit in the
Collection Account, as identified by the Master Servicer and as received by the Master Servicer, the
following amounts:
(i) Any amounts withdrawn from a Servicer Custodial Account;
(ii) Any Periodic Advances made by the Master Servicer pursuant to Section
3.20 and any payments of Compensating Interest;
(iii) Any Insurance Proceeds or Liquidation Proceeds which were not
deposited in a Servicer Custodial Account;
(iv) The Repurchase Price with respect to any Mortgage Loans purchased by
the Seller pursuant to the Mortgage Loan Purchase Agreement or by the Depositor pursuant to
Sections 2.02 or 2.04 hereof and Substitution Adjustment Amounts received by the Master
Servicer, any and all proceeds of any Mortgage Loans or property acquired with respect thereto
repurchased by U.S. Bank pursuant to Section 10.01;
(v) Any amounts required to be deposited with respect to losses on
investments of deposits in the Collection Account; and
(vi) Any other amounts received by or on behalf of the Master Servicer and
required to be deposited in the Collection Account pursuant to this Agreement.
(g) The Collection Account may contain funds that belong to one or more trust
funds created for mortgage pass-through certificates of other series and may contain other funds
respecting payments on mortgage loans belonging to the Master Servicer or serviced by the Master
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Servicer on behalf of others; provided that such commingling of funds shall not be permitted at any time
during which Fitch's senior long-term unsecured debt rating of the Master Servicer is below "A" or (ii)
Fitch's short-term rating of the Master Servicer is below "F1." Notwithstanding such commingling of
funds, the Master Servicer shall keep records that accurately reflect the funds on deposit in the
Collection Account that have been identified by it as being attributable to the amounts deposited to the
Collection Account pursuant to this Agreement. The Master Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section 3.08. All funds required to be deposited in
the Collection Account shall be held in trust for the Certificateholders until withdrawn in accordance
with Section 3.11.
(h) The Collection Account shall be held by the Master Servicer. The amount at
any time credited to the Collection Account may remain uninvested or may be invested, in the name of the
Trustee, for the benefit of the Certificateholders, in Permitted Investments as directed by the Master
Servicer. All Permitted Investments shall mature or be subject to redemption or withdrawal on or
before, and shall be held until, (i) the next succeeding Distribution Date if the obligor for such
Permitted Investment is the institution acting as Master Servicer or if such Permitted Investment is a
money market mutual fund the advisor of which is the Master Servicer or an Affiliate thereof or (ii) if
such obligor is any other Person, the Business Day preceding such Distribution Date. All income or gain
(net of any losses) realized from any such investment of funds on deposit in the Collection Account
shall be for the benefit of the Master Servicer as master servicing compensation and shall be retained
by it monthly as provided herein. The amount of any losses realized in the Collection Account in
respect of any such investments shall promptly be deposited by the Master Servicer in the Collection
Account.
(i) The Certificate Administrator shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Certificate Account as a segregated trust
account or accounts. The Certificate Account shall be an Eligible Account. The Certificate
Administrator will deposit in the Certificate Account, as identified by the Certificate Administrator
and as received by the Certificate Administrator, the following amounts:
(i) Any amounts withdrawn from the Collection Account pursuant to Section
3.11(b)(vii);
(ii) Any amounts required to be deposited with respect to losses on
investments of deposits in the Certificate Account; and
(iii) Any other amounts received by or on behalf of the Certificate
Administrator and required to be deposited in the Certificate Account pursuant to this
Agreement.
(j) All amounts deposited to the Certificate Account shall be held by the
Certificate Administrator in the name of the Trustee in trust for the benefit of the Certificateholders
in accordance with the terms and provisions of this Agreement.
(k) The Certificate Account shall constitute a trust account of the Trust
segregated on the books of the Certificate Administrator and held by the Certificate Administrator in
trust in its Corporate Trust Office. The Certificate Account shall be an Eligible Account. The amount
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at any time credited to the Certificate Account may remain uninvested or may be invested, in the name of
the Trustee, for the benefit of the Certificateholders, in Permitted Investments as directed by the
Certificate Administrator. All Permitted Investments shall mature or be subject to redemption or
withdrawal on or before, and shall be held until, (i) the Distribution Date on which such amounts are to
withdrawn and paid to the Certificateholders if the obligor for such Permitted Investment is the
institution acting as Certificate Administrator or if such Permitted Investment is a money market mutual
fund the advisor of which is the Certificate Administrator or an Affiliate thereof or (ii) if such
obligor is any other Person, the Business Day preceding such Distribution Date. All income or gain (net
of any losses) realized from any such investment of funds on deposit in the Certificate Account shall be
for the benefit of the Certificate Administrator as compensation and shall be retained by it monthly as
provided herein. The amount of any losses realized in the Certificate Account in respect of any such
investments shall promptly be deposited by the Certificate Administrator in the Certificate Account.
(l) The Certificate Administrator shall establish and maintain the Upper-Tier
Certificate Account (which may be a sub-account of the Certificate Account). On each Distribution Date
(other than the Final Distribution Date, if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Depositor), the Certificate Administrator shall, from
funds available on deposit in the Certificate Account, deposit, in immediately available funds, by wire
transfer or otherwise, into the Upper-Tier Certificate Account, the Lower-Tier Distribution Amount.
Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow Accounts.
(a) To the extent required by the related Mortgage Note and not violative of
current law, each Servicer shall segregate and hold all funds collected and received pursuant to each
Mortgage Loan which constitute Escrow Payments in trust separate and apart from any of its own funds and
general assets and for such purpose shall establish and maintain one or more escrow accounts
(collectively, the "Escrow Accounts"), in each case titled "[Insert name of Servicer], in trust for
registered holders of Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series
2007-A and various Mortgagors." Each Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set forth by FNMA or FHLMC as
an eligible institution for escrow accounts and which is a member of the Automated Clearing House. In
any case, each Escrow Account shall be insured by the FDIC to the fullest extent permitted by law. Each
Servicer shall deposit in the appropriate Escrow Account within two (2) Business Days, and retain
therein: (i) all Escrow Payments collected on account of the Mortgage Loans, (ii) all amounts
representing proceeds of any hazard insurance policy which are to be applied to the restoration or
repair of any related Mortgaged Property and (iii) all amounts representing proceeds of any Primary
Insurance Policy. Nothing herein shall require a Servicer to compel a Mortgagor to establish an Escrow
Account in violation of applicable law or the terms of the related Mortgage Loan.
(b) Withdrawals of amounts so collected from the Escrow Accounts may be made by a
Servicer only (i) to effect timely payment of taxes, assessments, mortgage insurance premiums, fire and
hazard insurance premiums, condominium or PUD association dues, or comparable items constituting Escrow
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Payments for the related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments made
with respect to a Mortgage Loan for any Servicing Advance made by the Servicer pursuant to Section
3.09(c) with respect to such Mortgage Loan, (iii) to refund to any Mortgagor any sums determined to be
overages, (iv) for transfer to a Servicer Custodial Account upon default of a Mortgagor or in accordance
with the terms of the related Mortgage Loan and if permitted by applicable law, (v) for application to
restore or repair the Mortgaged Property, (vi) to pay to the Mortgagor, to the extent required by law or
the terms of the Mortgage Loan, any interest paid on the funds deposited in the applicable Escrow
Account, (vii) to pay to itself any interest earned on funds deposited in the applicable Escrow Accounts
(and not required to be paid to the Mortgagor), (viii) to the extent permitted under the terms of the
related Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is
received after the applicable grace period, (ix) to withdraw suspense payments that are deposited into
an Escrow Account, (x) to withdraw any amounts inadvertently deposited in and Escrow Account or (xi) to
clear and terminate any Escrow Account upon the termination of this Agreement in accordance with Section
10.01. Any Escrow Account shall not be a part of the Trust Estate.
(c) With respect to each Mortgage Loan, each Servicer shall maintain accurate
records reflecting the status of taxes, assessments and other charges which are or may become a lien
upon the Mortgaged Property and the status of Primary Insurance Policy premiums and fire and hazard
insurance coverage. Each Servicer shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or
termination date and at a time appropriate for securing maximum discounts allowable, employing for such
purpose deposits of the Mortgagor in the Escrow Account, if any, which shall have been estimated and
accumulated by such Servicer in amounts sufficient for such purposes, as allowed under the terms of the
Mortgage Loan. To the extent that a Mortgage Loan does not provide for Escrow Payments, such Servicer
shall determine whether any such payments are made by the Mortgagor. Each Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such
bills irrespective of each Mortgagor's faithful performance in the payment of same or the making of the
Escrow Payments. Each Servicer shall advance any such payments that are not timely paid, but each
Servicer shall be required so to advance only to the extent that such Servicing Advances, in the good
faith judgment of the related Servicer, will be recoverable by such Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information Regarding the
Mortgage Loans.
Each Servicer shall afford the Master Servicer and the Trustee reasonable access to
all records and documentation in its possession regarding the Mortgage Loans it services and all
accounts, insurance information and other matters relating to this Agreement, such access being afforded
without charge, but only upon reasonable request and during normal business hours at the office
designated by each Servicer.
Upon reasonable advance notice in writing, each Servicer will provide to each
Certificateholder which is a savings and loan association, bank or insurance company certain reports and
reasonable access to information and documentation regarding the Mortgage Loans it services sufficient
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to permit such Certificateholder to comply with applicable regulations of the OTS or other regulatory
authorities with respect to investment in the Certificates; provided that each Servicer shall be
entitled to be reimbursed by each such Certificateholder for actual expenses incurred by such Servicer
in providing such reports and access.
Section 3.11 Permitted Withdrawals from the Servicer Custodial Accounts,
Collection Account, Certificate Account and Upper-Tier Certificate Account.
(a) Each Servicer may from time to time make withdrawals from the related Servicer
Custodial Account, for the following purposes:
(i) to pay to such Servicer (to the extent not previously retained), the servicing
compensation to which it is entitled pursuant to Section 3.17, and to pay to such Servicer, as
additional servicing compensation, earnings on or investment income with respect to funds in or
credited to such Servicer Custodial Account;
(ii) to reimburse such Servicer for unreimbursed Advances made by it, such right of
reimbursement pursuant to this clause (ii) being limited to amounts received on the Mortgage
Loan(s) in respect of which any such Advance was made;
(iii) to reimburse such Servicer for any Nonrecoverable Advance previously made or
any Advances capitalized in accordance with Section 3.21(c);
(iv) to reimburse such Servicer for Insured Expenses from the related Insurance
Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or REO Property
that has been purchased pursuant to Section 2.02 or 2.04, all amounts received thereon after
the date of such purchase;
(vi) [Reserved];
(vii) to reimburse such Servicer or the Depositor for expenses incurred by either of
them and reimbursable pursuant to Section 7.03;
(viii) to withdraw any amount deposited in such Servicer Custodial Account and not
required to be deposited therein;
(ix) to remit to the Master Servicer on each Remittance Date (i) all amounts
credited to such Servicer Custodial Account as of the close of business on the related
Determination Date, net of charges against or withdrawals from such Servicer Custodial Account
pursuant to this Section 3.11(a), and excluding any Principal Prepayments received after the
end of the preceding calendar month, plus (ii) to the extent not already deposited in such
Servicer Custodial Account, all Compensating Interest and Periodic Advances, if any, for such
Distribution Date which the Servicer is obligated to remit pursuant to Sections 3.17 and 3.20,
respectively, minus (iii) any amounts attributable to Monthly Payments in respect of a Due Date
or Due Dates subsequent to the related Due Date for such Remittance Date; and
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(x) to clear and terminate such Servicer Custodial Account upon termination of
this Agreement pursuant to Section 10.01.
Each Servicer shall keep and maintain separate accounting records, on a Mortgage Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from the related Servicer Custodial
Account pursuant to clauses (i), (ii), (iv) and (v). Prior to making any withdrawal from the Servicer
Custodial Account pursuant to clause (iii), each Servicer shall deliver to the Master Servicer an
Officer's Certificate of a Servicing Officer indicating the amount of any previous Advance determined by
such Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loan(s) and their
respective portions of such Nonrecoverable Advance.
With respect to any remittance received by the Master Servicer after the Remittance
Date on which such remittance was due, the applicable Servicer shall pay to the Master Servicer interest
on such late payment at an annual rate equal to the prime rate, adjusted as of the date of each change,
plus two (2) percentage points, but in no event greater than the maximum amount permitted by applicable
law. Such interest shall be deposited in the related Servicer Custodial Account by the applicable
Servicer for remittance to the Master Servicer on the date such late payment is made and shall cover the
period commencing with the day following such Remittance Date and ending with the day on which such
payment is made, both inclusive. The payment by a Servicer of any such interest shall not be deemed an
extension of time for payment or a waiver of any Event of Default by the Master Servicer or the
Certificate Administrator.
(b) The Master Servicer may from time to time make withdrawals from the Collection
Account for the following purposes:
(i) to reimburse the Master Servicer for unreimbursed Advances made by it, such
right of reimbursement pursuant to this clause (i) being limited to amounts received on the
Mortgage Loan(s) in respect of which any such Advance was made;
(ii) to reimburse the Master Servicer for any Nonrecoverable Advance previously
made or any Advances capitalized in accordance with Section 3.21(c);
(iii) to reimburse the Master Servicer for Insured Expenses from the related
Insurance Proceeds;
(iv) to pay to the Master Servicer as compensation earnings on or investment income
with respect to funds in the Collection Account;
(v) to reimburse the Trustee, the Master Servicer and the Certificate
Administrator for, or to pay expenses incurred by either such party which are reimbursable or
payable pursuant to Section 3.01, 7.03, 7.05, 8.01, 9.07 or 9.11 of this Agreement;
(vi) to withdraw and return to the Master Servicer any amount deposited in the
Collection Account and not required to be deposited therein;
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(vii) to remit to the Certificate Administrator at or before 10:00 a.m., New York
time, on each Distribution Date all amounts credited to the Collection Account as of such
remittance, net of charges against or withdrawals from the Collection Account pursuant to this
Section 3.11(b); and
(viii) to clear and terminate the Collection Account upon termination of the
Agreement pursuant to Section 10.01.
The Master Servicer shall keep and maintain a separate accounting, on a Mortgage Loan by Mortgage Loan
basis, and shall provide a copy to the Certificate Administrator, for the purpose of accounting for any
reimbursement from the Collection Account pursuant to clauses (i) through (iii).
(c) The Certificate Administrator may from time to time make withdrawals from the
Certificate Account for the following purposes: (i) on each Distribution Date, to pay to the Certificate
Administrator the Certificate Administrator Fee with respect to the Mortgage Loans in each Loan Group
due on such Distribution Date, from the Pool Distribution Amount, and to pay to the Certificate
Administrator as additional compensation earnings on or investment income with respect to funds in the
Certificate Account, if any, (ii) on each Distribution Date, to make distributions to Certificateholders
in the manner specified in this Agreement, (iii) to withdraw and return to the Certificate Administrator
any amount deposited in the Certificate Account and not required to be deposited therein; and (ii) to
clear and terminate the Certificate Account upon termination of the Agreement pursuant to Section 10.01.
(d) Notwithstanding anything herein to the contrary, the Regular Certificates and
the Class 1-A-R Certificates shall not receive distributions directly from the Certificate Account. On
each Distribution Date, funds on deposit in the Upper-Tier Certificate Account shall be used to make
payments on the Regular Certificates and the Class 1-A-R Certificates as provided in Sections 5.01 and
5.02. The Upper-Tier Certificate Account shall be cleared and terminated upon termination of this
Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance.
Each Servicer shall cause to be maintained for each Mortgage Loan it services, fire
and hazard insurance with extended coverage customary in the area where the Mortgaged Property is
located in an amount which is at least equal to the lesser of (a) the full insurable value of the
Mortgaged Property or (b) the greater of (i) the outstanding principal balance owing on the Mortgage
Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid the
application to the Mortgagor or loss payee of any coinsurance clause under the policy. If the Mortgaged
Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available) the Servicer servicing
the related Mortgage Loan will cause to be maintained a flood insurance policy meeting the requirements
of the current guidelines of the Federal Insurance Administration and the requirements of FNMA or
FHLMC. Each Servicer shall also maintain on REO Property, fire and hazard insurance with extended
coverage in an amount which is at least equal to the maximum insurable value of the improvements which
are a part of such property, liability insurance and, to the extent required, flood insurance in an
amount required above. Any amounts collected by a Servicer under any such policies (other than amounts
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to be deposited in an Escrow Account and applied to the restoration or repair of the property subject to
the related Mortgage or property acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor in accordance with the terms of the Mortgage Loan, applicable law, or applicable Customary
Servicing Procedures) shall be deposited in the related Servicer Custodial Account, subject to
withdrawal pursuant to Section 3.11(a). It is understood and agreed that no earthquake or other
additional insurance need be required by a Servicer of any Mortgagor or maintained on REO Property,
other than pursuant to such applicable laws and regulations as shall at any time be in force and as
shall require such additional insurance. All policies required hereunder shall be endorsed with
standard mortgagee clauses with loss payable to the related Servicer, and shall provide for at least 30
days prior written notice of any cancellation, reduction in amount or material change in coverage to
such Servicer.
The hazard insurance policies for each Mortgage Loan secured by a unit in a
condominium development or planned unit development shall be maintained with respect to such Mortgage
Loan and the related development in a manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, each Servicer may maintain a blanket policy insuring
against hazard losses on all of the Mortgaged Properties relating to the Mortgage Loans in lieu of
maintaining the required hazard insurance policies for each Mortgage Loan and may maintain a blanket
policy insuring against special flood hazards in lieu of maintaining any required flood insurance. Any
such blanket policies shall (A) be consistent with prudent industry standards, (B) name the related
Servicer as loss payee, (C) provide coverage in an amount equal to the aggregate unpaid principal
balance on the related Mortgage Loans without co-insurance, and (D) otherwise comply with the
requirements of this Section 3.12. Any such blanket policy may contain a deductible clause; provided
that if any Mortgaged Property is not covered by a separate policy otherwise complying with this Section
3.12 and a loss occurs with respect to such Mortgaged Property which loss would have been covered by
such a policy, the related Servicer shall deposit in the related Servicer Custodial Account the
difference, if any, between the amount that would have been payable under a separate policy complying
with this Section 3.12 and the amount paid under such blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses. Each Servicer shall, to the
extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any
Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to
accelerate the maturity of such Mortgage Loan under the "due-on-sale" clause, if any, applicable
thereto; provided, however, that no Servicer shall exercise any such rights if prohibited by law from
doing so.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property.
(a) Each Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of Mortgaged Properties securing such of the Mortgage Loans (but shall
not sell or convey such Mortgage Loan, except as required pursuant to Section 2.02, 2.04 or 10.01 of
this Agreement) as come into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments. In connection with such foreclosure or other conversion,
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each Servicer shall follow the Customary Servicing Procedures applicable to it and shall meet the
requirements of the insurer under any Required Insurance Policy; provided, however, that a Servicer may
enter into a special servicing agreement with an unaffiliated Holder of 100% Percentage Interest of a
Class of Class B Certificates or a holder of a class of securities representing interests in the Class B
Certificates alone or together with other subordinated mortgage pass-through certificates, but the
applicable Servicer will be required to continue otherwise to service the Mortgage Loans in accordance
with the provisions of this Agreement. Such agreement shall be subject to each Rating Agency's
acknowledgment that the ratings of the Certificates in effect immediately prior to the entering into
such agreement would not be qualified, downgraded or withdrawn and the Certificates would not be placed
on credit review status (except for possible upgrading) as a result of such agreement. Any such
agreement may contain provisions whereby such holder may instruct the related Servicer to commence or
delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for
the deposit of cash by the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had such Servicer acted in accordance
with its normal procedures. Notwithstanding the foregoing, no Servicer shall be required to expend its
own funds in connection with any foreclosure or towards the restoration of any Mortgaged Property unless
it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such
expenses will be recoverable to it through proceeds of the liquidation of the Mortgage Loan (respecting
which it shall have priority for purposes of withdrawals from the related Servicer Custodial Account).
Any such expenditures shall constitute Servicing Advances for purposes of this Agreement.
The decision of a Servicer to foreclose on a Defaulted Mortgage Loan shall be subject
to a determination by such Servicer that the proceeds of such foreclosure would exceed the costs and
expenses of bringing such a proceeding.
With respect to any REO Property, the deed or certificate of sale shall be taken in
the name of the Trustee for the benefit of the Certificateholders, or its nominee, on behalf of the
Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer servicing the related Mortgage Loan
shall ensure that the title to such REO Property references this Agreement and the Trustee's capacity
hereunder. Pursuant to its efforts to sell such REO Property, such Servicer shall either itself or
through an agent selected by the Servicer manage, conserve, protect and operate such REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed property for its own
account and in the same manner that similar property in the same locality as the REO Property is
managed. Incident to its conservation and protection of the interests of the Certificateholders, such
Servicer may rent the same, or any part thereof, as such Servicer deems to be in the best interest of
the Certificateholders for the period prior to the sale of such REO Property. Each Servicer shall
prepare for and deliver to the Certificate Administrator and the Trustee a statement with respect to
each REO Property that has been rented, if any, showing the aggregate rental income received and all
expenses incurred in connection with the management and maintenance of such REO Property at such times
as is necessary to enable the Certificate Administrator to comply with the reporting requirements of the
REMIC Provisions; provided, however, that no Servicer shall have a duty to rent any REO Property on
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behalf of the Trust. The net monthly rental income, if any, from such REO Property shall be deposited
in the related Servicer Custodial Account no later than the close of business on each Determination
Date. Each Servicer shall perform, with respect to the Mortgage Loans, the tax reporting and
withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of
mortgage interest from individuals and, if required by Section 6050P of the Code, with respect to the
cancellation of indebtedness by certain financial entities, by preparing such tax and information
returns as may be required, in the form required. Each Servicer shall deliver copies of such reports to
the Certificate Administrator and the Trustee.
The Trustee shall furnish each Servicer with any powers of attorney and other
documents in form as provided to it necessary or appropriate to enable such Servicer to service and
administer the related Mortgage Loans and REO Property.
The Trustee shall execute and deliver to the related Servicer any court pleadings,
requests for trustee's sale or other documents necessary or desirable in connection with (i) the
foreclosure or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or other security instrument; (iii) obtaining
a deficiency judgment against the Mortgagor; or (iv) enforcing any other rights or remedies provided by
the Mortgage Note or other security instrument or otherwise available at law or equity.
The income earned from the management of any REO Properties, net of reimbursement to a
Servicer for expenses incurred (including any property or other taxes) in connection with such
management and net of unreimbursed Servicing Fees, Periodic Advances and Servicing Advances applicable
to such Servicer, shall be applied to the payment of principal of and interest on the related Defaulted
Mortgage Loans (solely for the purposes of allocating principal and interest, interest shall be treated
as accruing as though such Mortgage Loans were still current), and all such income shall be deemed, for
all purposes in this Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the related Servicer Custodial Account. To the extent the
net income received during any calendar month is in excess of the amount attributable to amortizing
principal and accrued interest at the related Mortgage Interest Rate on the related Mortgage Loan for
such calendar month, such excess shall be considered to be a partial prepayment of principal of the
related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any income from an
REO Property, will be applied in the following order of priority: first, to reimburse the Servicer
servicing such Mortgage Loan for any related unreimbursed Servicing Advances and Servicing Fees; second,
to reimburse such Servicer for any unreimbursed Periodic Advances and to reimburse the related Servicer
Custodial Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn
by the Servicer pursuant to Section 3.11(a)(ii) that related to such Mortgage Loan; third, to reimburse
the Master Servicer, the Certificate Administrator and the Trustee for any amounts incurred by them in
connection with such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no Periodic
Advance has been made for such amount or any such Periodic Advance has been reimbursed) on the Mortgage
Loan or related REO Property, at the Mortgage Interest Rate to the Due Date occurring in the month in
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which such amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage
Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be retained by
the Servicer as additional servicing compensation pursuant to Section 3.17.
(b) When a Mortgage Loan becomes a Defaulted Mortgage Loan, the related Servicer
shall promptly notify the Master Servicer and the Certificate Administrator of such occurrence.
Section 3.15 Custodian to Cooperate; Release of Mortgage Files. Upon the payment
in full of any Mortgage Loan, or the receipt by the Servicer servicing such Mortgage Loan of a
notification that payment in full will be escrowed in a manner customary for such purposes, such
Servicer will (and if the Servicer does not, the Master Servicer may) immediately notify the Custodian
by delivering, or causing to be delivered, two copies (one of which will be returned to such Servicer
with the Mortgage File) of a Request for Release (which may be delivered in an electronic format
acceptable to the Custodian and such Servicer). Upon receipt of such request, the Custodian shall
within seven Business Days release the related Mortgage File to or at the direction of such Servicer.
The Trustee shall, at such Servicer's written direction, execute and deliver to such Servicer the
request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage, in each case provided by such Servicer, together with the Mortgage
Note with written evidence of cancellation thereon. If the Mortgage has been recorded in the name of
MERS or its designee, such Servicer shall take all necessary action to reflect the release of the
Mortgage on the records of MERS. To the extent permitted by the terms of the Mortgage Loan and
applicable law, expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the related Mortgagor. From time to time and as shall be
appropriate for the servicing or foreclosure of any Mortgage Loan, including for such purpose collection
under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the
purposes of effecting a partial release of any Mortgaged Property from the lien of the Mortgage or the
making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in
the Mortgage File, the Custodian shall, upon delivery to the Custodian of a Request for Release signed
by a Servicing Officer, release the Mortgage File within seven Business Days to the Servicer servicing
such Mortgage Loan. The Servicer shall cause the Mortgage File so released to be returned to the
Custodian when the need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the related Servicer Custodial Account, in which
case such Servicer shall deliver to the Custodian a Request for Release, signed by a Servicing Officer.
The Trustee shall execute and deliver to each Servicer any powers of attorney and
other documents prepared by such Servicer that are reasonably necessary or appropriate to enable such
Servicer to carry out its servicing and administrative duties under this Agreement, upon the request of
such Servicer. In addition, upon prepayment in full of any Mortgage Loan or the receipt of notice that
funds for such purpose have been placed in escrow, each Servicer is authorized to give, as
attorney-in-fact for the Trustee and the mortgagee under the Mortgage, an instrument of satisfaction (or
Assignment of Mortgage without recourse) regarding the Mortgaged Property relating to such Mortgage
Loan, which instrument of satisfaction or Assignment of Mortgage, as the case may be, shall be delivered
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to the Person entitled thereto against receipt of the prepayment in full. If the Mortgage is registered
in the name of MERS or its designee, such Servicer shall take all necessary action to reflect the
release on the records of MERS. Such Servicer may deliver or cause to be delivered to the Trustee, for
signature, as appropriate, any court pleadings, requests for trustee's sale or other documents necessary
to effectuate any foreclosure or any legal action brought to obtain judgment against the Mortgagor on
the Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce any other remedies or
rights provided by the Mortgage Note or the Mortgage otherwise available at law or in equity.
Section 3.16 Documents, Records and Funds in Possession of the Master Servicer and
Servicers to be Held for the Trustee.
Each Servicer shall transmit to the Custodian all documents and instruments in respect
of a Mortgage Loan coming into the possession of such Servicer from time to time and shall account fully
to the Certificate Administrator and the Trustee for any funds received by such Servicer or which
otherwise are collected by such Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the servicing file shall be held by the Servicer servicing
the related Mortgage Loan as custodian and bailee for the Trustee. All Mortgage Files and funds
collected or held by, or under the control of, a Servicer in respect of any Mortgage Loans, whether from
the collection of principal and interest payments or from Liquidation Proceeds, including but not
limited to, any funds on deposit in the related Servicer Custodial Account, shall be held by such
Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the
Trustee, subject to the applicable provisions of this Agreement. Each Servicer also agrees that it
shall not knowingly create, incur or subject any Mortgage File or any funds that are deposited in the
related Servicer Custodial Account, Collection Account, Certificate Account or any Escrow Account, or
any funds that otherwise are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance created by such Servicer, or assert by legal action or otherwise any claim or right of
setoff against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan,
except, however, that each Servicer shall be entitled to set off against and deduct from any such funds
any amounts that are properly due and payable to such Servicer under this Agreement.
Section 3.17 Servicing and Master Servicing Compensation.
Each Servicer shall be entitled out of each payment of interest (or portion thereof)
on a Mortgage Loan it services to retain or withdraw from the related Servicer Custodial Account an
amount equal to the Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds, prepayment
penalties, assumption fees, late payment charges and all income and gain net of any losses realized from
Permitted Investments and all other customary and ancillary income and fees shall be retained by a
Servicer to the extent not required to be deposited in the related Servicer Custodial Account pursuant
to Section 3.08(b). Each Servicer shall be required to pay all expenses incurred by it in connection
with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as
specifically provided in this Agreement.
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Notwithstanding the foregoing, with respect to the payment of the Servicing Fee on any
Distribution Date, the aggregate Servicing Fee for a Servicer for such Distribution Date shall be
reduced (but not below zero) by an amount equal to the lesser of (a) the Prepayment Interest Shortfall
for such Distribution Date relating to the Mortgage Loans it services and (b) one-twelfth of 0.250% of
the aggregate Stated Principal Balance of such Mortgage Loans for such Distribution Date in the case of
the Mortgage Loans serviced by National City, one-twelfth of 0.375% of the aggregate Stated Principal
Balance of such Mortgage Loans for such Distribution Date in the case of the Mortgage Loans serviced by
Fifth Third, one-twelfth of 0.375% of the aggregate Stated Principal Balance of such Mortgage Loans for
such Distribution Date in the case of the Mortgage Loans serviced by SunTrust, and one-twelfth of 0.250%
of the aggregate Stated Principal Balance of such Mortgage Loans for such Distribution Date in the case
of the Mortgage Loans serviced by ▇▇▇▇▇ Fargo (any such reduction, "Compensating Interest"). To the
extent the Servicers fail to pay Compensating Interest in respect of any Distribution Date, the Master
Servicer shall deposit into the Collection Account the amount of any Compensating Interest remaining
unpaid by the Servicers on any Distribution Date up to the amount of the compensation payable to the
Master Servicer on such Distribution Date pursuant to this Agreement.
The Master Servicer will be entitled to all income and gain realized from any
investment of funds in the Collection Account, pursuant to Section 3.08, for the performance of its
activities hereunder. The Master Servicer shall be required to pay all expenses incurred by it in
connection with its activities hereunder and shall not be entitled to reimbursement therefor except as
otherwise provided in this Agreement.
Section 3.18 [Reserved].
Section 3.19 [Reserved].
Section 3.20 Advances.
Each Servicer shall determine on or before each Servicer Advance Date whether it is
required to make a Periodic Advance pursuant to the definition thereof. If a Servicer determines it is
required to make a Periodic Advance, it shall, on or before the Servicer Advance Date, either (a)
deposit into the related Servicer Custodial Account an amount equal to the Advance and/or (b) make an
appropriate entry in its records relating to the related Servicer Custodial Account that any portion of
the Amount Held for Future Distribution with respect to a Loan Group in such Servicer Custodial Account
has been used by such Servicer in discharge of its obligation to make any such Periodic Advance on a
Mortgage Loan in such Loan Group. Any funds so applied shall be replaced by such Servicer by deposit in
such Servicer Custodial Account no later than the close of business on the Business Day preceding the
next Servicer Advance Date. Each Servicer shall be entitled to be reimbursed from the Servicer
Custodial Account for all Advances of its own funds made pursuant to this Section 3.20 as provided in
Section 3.11(a). The obligation to make Periodic Advances with respect to any Mortgage Loan shall
continue until the ultimate disposition of the REO Property or Mortgaged Property relating to such
Mortgage Loan.
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Each Servicer shall deliver to the Master Servicer on the related Servicer Advance
Date an Officer's Certificate of a Servicing Officer indicating the amount of any proposed Periodic
Advance determined by such Servicer to be a Nonrecoverable Advance. Notwithstanding anything to the
contrary, no Servicer shall be required to make any Periodic Advance or Servicing Advance that would be
a Nonrecoverable Advance.
If the Monthly Payment on a Mortgage Loan that was due on a related Due Date is
delinquent, other than as a result of application of the Relief Act, and the amount of the Periodic
Advance which the related Servicer was required to make pursuant to this Section 3.20 exceeds the amount
delivered by such Servicer to the Master Servicer for deposit in the Collection Account, then an Event
of Default shall have occurred with respect to such Servicer. The Master Servicer, in its capacity as
successor Servicer, or another successor Servicer appointed by the Master Servicer hereunder will
deposit in the Collection Account not later than the Business Day immediately preceding the related
Distribution Date an amount equal to such deficiency, net of the Servicing Fee for such Mortgage Loan,
except to the extent the Master Servicer or other successor Servicer, as the case may be, determines
that any such advance, if made, would be a Nonrecoverable Advance. Subject to the foregoing, the Master
Servicer or other successor Servicer, as the case may be, shall continue to make such advances through
the date that the related Servicer is required to do so under this Agreement. If the Master Servicer or
other successor Servicer, as the case may be, deems an advance to be a Nonrecoverable Advance, on the
second Business Day prior to the related Distribution Date, the Master Servicer or such other successor
Servicer shall present an Officer's Certificate to the Certificate Administrator (i) stating that the
Master Servicer or such other successor Servicer elects not to make a Periodic Advance in a stated
amount and (ii) detailing the reason it deems the advance to be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents.
(a) Except as provided in Section 3.08(a) and this Section 3.21, no Servicer shall
agree to enter into, or shall enter into, any modification, waiver, forbearance or amendment of any term
of any Mortgage Loan, unless such Mortgage Loan is a Defaulted Mortgage Loan. All modifications,
waivers, forbearances or amendments of any Defaulted Mortgage Loan shall be in writing and shall be
consistent with Customary Servicing Procedures.
(b) The related Servicer may, with respect to any Defaulted Mortgage Loan, agree
to any modification, waiver, forbearance, or amendment of any term of such Defaulted Mortgage Loan
without the consent of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer,
the Custodian or any Certificateholder; provided, however, that no Servicer shall agree to enter into,
or shall enter into, any modification, waiver, forbearance or amendment of any Defaulted Mortgage Loan
if such modification, waiver, forbearance, or amendment would:
(i) affect the amount or timing of any related payment of principal, interest or
other amount payable thereunder; or
(ii) in such Servicer's judgment, materially impair the security for such Mortgage
Loan or reduce the likelihood of timely payment of amounts due thereon;
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unless, in either case, such modification, waiver, forbearance or amendment is, in such Servicer's
judgment, reasonably likely to produce a greater recovery with respect to such Mortgage Loan than would
liquidation. Subject to the applicable Customary Servicing Procedures, the related Servicer may permit
a forbearance for a Mortgage Loan which such Servicer has been advised would default if such forbearance
is not granted.
(c) Any payment of interest which is deferred pursuant to any modification,
waiver, forbearance or amendment permitted hereunder shall not, for purposes hereof, including, without
limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal
balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or such
modification, waiver or amendment so permit. However, interest may be capitalized in accordance with a
loan modification pursuant to Section 3.21(b).
(d) The related Servicer may, to the extent permitted by applicable law or the
terms of the Mortgage Loan, as a condition to granting any request by a Mortgagor for consent,
modification, or amendment, the granting of which is within such Servicer's discretion pursuant to the
Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to such
Servicer, as additional servicing compensation, a reasonable or customary fee for the additional
services performed in connection with such request, together with any related costs and expenses
incurred by such Servicer, which amount shall be retained by such Servicer as additional servicing
compensation.
(e) Each Servicer shall notify the Certificate Administrator and the Master
Servicer, in writing, of any modification or amendment of any term of any Mortgage Loan it services and
the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification or amendment, promptly (and in any
event within ten Business Days) following the execution thereof; provided, however, that if any such
modification or amendment is required by applicable law to be recorded, such Servicer (i) shall deliver
to the Custodian a copy thereof and (ii) shall deliver to the Custodian such document, with evidence of
notification upon receipt thereof from the public recording office, if applicable. Such Servicer shall
send a copy of any such notification to the Master Servicer promptly upon its receipt thereof.
Section 3.22 [Reserved].
Section 3.23 [Reserved].
Section 3.24 Master Servicer.
The Master Servicer shall have no duties (express or otherwise) except as expressly
set forth herein. The Master Servicer shall supervise, monitor and oversee the obligations of the
Servicers to service and administer their respective Mortgage Loans in accordance with the terms of this
Agreement and shall have full power and authority to do any and all things which it may deem necessary
or desirable in connection with such master servicing and administration. In performing its obligations
hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary
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from time to time to carry out the Master Servicer's obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer by each Servicer and
shall cause each Servicer to perform and observe the covenants, obligations and conditions to be
performed or observed by such Servicer under this Agreement. The Master Servicer shall independently
and separately monitor each Servicer's servicing activities with respect to each related Mortgage Loan,
reconcile the results of such monitoring with such information provided in the previous sentence on a
monthly basis and coordinate corrective adjustments to the Servicers' and Master Servicer's records, and
based on such reconciled and corrected information, the Master Servicer shall provide such information
to the Certificate Administrator by the 15th calendar day of each month as shall be necessary in order
for it to prepare the statements specified in Section 5.04, and prepare any other information and
statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall
reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers as
reported to the Master Servicer.
Section 3.25 Monitoring of Servicers.
(a) The Master Servicer shall be responsible for reporting to the Trustee and the
Depositor the compliance by each Servicer with its duties under this Agreement. In the review of each
Servicer's activities, the Master Servicer may rely upon an Officer's Certificate of the Servicer (or
similar document signed by an officer of the Servicer) with regard to such Servicer's compliance with
the terms of this Agreement. In the event that the Master Servicer, in its judgment, determines that a
Servicer should be terminated in accordance with this Agreement, or that a notice should be sent
pursuant to this Agreement with respect to the occurrence of an event that, unless cured, would
constitute grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee
thereof, and the Master Servicer shall issue such notice or take such other action as it deems
appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under this Agreement, and shall, in
the event that a Servicer fails to perform its obligations in accordance with this Agreement, subject to
the preceding paragraph and to Article VIII, terminate the rights and obligations of such Servicer
hereunder and act as servicer of the related Mortgage Loans or appoint a successor Servicer; provided,
however, it is understood and acknowledged by the parties hereto that there will be a period of
transition (not to exceed 90 days) before the actual servicing functions (other than the advancing
function required by Section 3.20 hereof) can be fully transferred to such successor Servicer. Such
enforcement, including, without limitation, the legal prosecution of claims, termination of servicing
and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer, in its good faith business judgment, would require were it the
owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its
own expense, except as set forth below, provided that the Master Servicer shall not be required to
prosecute or defend any legal action except to the extent that the Master Servicer shall have received
reasonable indemnity for its costs and expenses in pursuing such action.
(c) To the extent that the costs and expenses of the Master Servicer related to
any termination of a Servicer, appointment of a successor Servicer or the transfer and assumption of
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servicing by the Master Servicer (including, without limitation, (i) all legal costs and expenses and
all due diligence costs and expenses associated with an evaluation of the potential termination of the
Servicer as a result of an event of default by such Servicer, (ii) all costs and expenses associated
with the complete transfer of servicing, including, but not limited to, all servicing files and all
servicing data and the completion, correction or manipulation of such servicing data as may be required
by the successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to
enable the successor service to service the Mortgage Loans in accordance with this Agreement and (iii)
all costs and expenses associated with any Errors or Continued Errors) are not fully and timely
reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such
costs and expenses from the Collection Account.
(d) The Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in this Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume liability for the
representations and warranties of the Servicer that it replaces.
(f) Notwithstanding anything contained herein to the contrary, any successor
Servicer, including the Master Servicer acting as successor Servicer, is authorized to accept and rely
on all of the accounting, records (including computer records) and work of the predecessor Servicer
relating to the related Mortgage Loans (collectively, the "Predecessor Servicer Work Product") without
any audit or other examination thereof, and the successor Servicer shall have no duty, responsibility,
obligation or liability for the acts and omissions of any predecessor Servicer. If any error,
inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, "Errors") exists
in any Predecessor Servicer Work Product and such Errors make it more difficult to service or should
cause or contribute to the successor Servicer making or continuing any Errors (collectively, "Continued
Errors"), the successor Servicer shall have no duty or responsibility for such Continued Errors. In the
event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer
shall use commercially reasonable efforts to reconstruct and reconcile such data to correct such Errors
and Continued Errors and to prevent future Continued Errors. The Master Servicer as successor Servicer
shall be entitled to recover its costs thereby as transition expenses in accordance with Section 3.25(c)
hereof.
Section 3.26 Power to Act; Procedures.
The Master Servicer shall master service the Mortgage Loans and shall have full power
and authority, subject to the REMIC Provisions and the provisions of Article X hereof, to do any and all
things that it may deem necessary or desirable in connection with the master servicing and
administration of the Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers
and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any Mortgage Loan, in each case, in accordance with the provisions of this
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Agreement; provided, however, that the Master Servicer shall not (and, consistent with its
responsibilities under Section 3.25, shall not permit any Servicer to) and each Servicer agrees that it
will not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any
action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, would cause the Trust to fail to
qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions
to a REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion
of Counsel (but not at the expense of the Master Servicer) to the effect that the contemplated action
would not cause the Trust to fail to qualify as a REMIC or result in the imposition of a tax upon the
Trust. The Trustee shall furnish the Master Servicer, upon written request from a Servicing Officer,
with any powers of attorney empowering the Master Servicer or any Servicer to execute and deliver
instruments of satisfaction or cancellation, or of partial or full release or discharge, and to
foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any
court action relating to the Mortgage Loans or the Mortgaged Property, in accordance with this
Agreement, and the Trustee shall execute and deliver such other documents, as the Master Servicer may
request, to enable the Master Servicer to master service and administer the Mortgage Loans and carry out
its duties hereunder, in each case in accordance with Accepted Master Servicing Practices (and the
Trustee shall have no liability for misuse of any such powers of attorney by the Master Servicer or any
Servicer). If the Master Servicer or the Trustee has been advised that it is likely that the laws of
the state in which action is to be taken prohibit such action if taken in the name of the Trustee or
that the Trustee would be adversely affected under the "doing business" or tax laws of such state if
such action is taken in its name, the Master Servicer shall join with the Trustee in the appointment of
a co-trustee pursuant to Section 9.09 hereof. In the performance of its duties hereunder, the Master
Servicer shall be an independent contractor and shall not, except in those instances where it is taking
action in the name of the Trustee, be deemed to be the agent of the Trustee.
ARTICLE IV
SERVICER'S MONTHLY REPORTS
Section 4.01 Servicer's Monthly Reports.
On or prior to the 10th calendar day of each month (or, if such calendar day is not a
Business Day, the immediately succeeding Business Day), each Servicer shall deliver to the Master
Servicer a Servicer's Certificate in substance and format mutually acceptable to each Servicer and the
Master Servicer setting forth the information necessary in order for the Master Servicer to perform its
reporting obligations under this Agreement.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely on the
information provided to the Certificate Administrator by the Master Servicer and the Servicers, the
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Certificate Administrator shall distribute out of the Upper-Tier Certificate Account or the Certificate
Account, as applicable (to the extent funds are available therein), to each Certificateholder of record
on the related Record Date (other than as provided in Section 10.01 respecting the final distribution)
by wire transfer to the account at a bank or other depository institution having appropriate wire
transfer facilities specified in writing by such Certificateholder to the Certificate Administrator or,
if no such prior written wire transfer instruction has been provided to the Certificate Administrator,
by check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or by such other means of payment as such
Certificateholder and the Certificate Administrator shall agree upon, such Certificateholder's
Percentage Interest in the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the Master Servicer,
the Servicers, the Certificate Administrator or the Trustee shall in any way be responsible or liable to
Holders of any Class of Certificates in respect of amounts properly previously distributed on any such
Class.
Section 5.02 Priorities of Distributions.
(a) On each Distribution Date, based solely on the information provided to the
Certificate Administrator by the Master Servicer and the Servicers, the Certificate Administrator shall
withdraw from the Certificate Account (to the extent funds are available therein) (1) the amounts
payable to the Certificate Administrator pursuant to Section 3.11(c)(i) and shall pay such funds to the
Certificate Administrator and (2) the Pool Distribution Amount for each Loan Group, and shall apply such
funds, first, to distributions in respect of the Uncertificated Lower-Tier Regular Interests for deposit
in the Upper-Tier Certificate Account, as specified in this Section 5.02(a) and then from the Upper-Tier
Certificate Account to distributions on the Certificates, paying priorities (i) through (ii) to each
Group from the applicable Pool Distribution Amount and priorities (iii) and (iv) from the remaining
combined Pool Distribution Amounts, in the following order of priority and to the extent of such funds:
(i) to each Class of Senior Certificates of such Loan Group, an amount allocable
to interest equal to the Interest Distribution Amount for such Class and any shortfall being
allocated among such Classes in proportion to the amount of the Interest Distribution Amount
that would have been distributed in the absence of such shortfall;
(ii) to the Senior Certificates of a Group, in an aggregate amount up to the Senior
Principal Distribution Amount for such Group, such distribution to be allocated among such
Classes in accordance with Section 5.02(b);
(iii) to each Class of Subordinate Certificates, subject to paragraph (d) below, in
the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;
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(B) to the Class B-1 Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date until the Class Certificate Balance
thereof has been reduced to zero;
(C) to the Class B-2 Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date until the Class Certificate Balance
thereof has been reduced to zero;
(E) to the Class B-3 Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;
(F) to the Class B-3 Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date until the Class Certificate Balance
thereof has been reduced to zero;
(G) to the Class B-4 Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date until the Class Certificate Balance
thereof has been reduced to zero;
(I) to the Class B-5 Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date until the Class Certificate Balance
thereof has been reduced to zero;
(K) to the Class B-6 Certificates, an amount allocable to interest equal
to the Interest Distribution Amount for such Class for such Distribution Date; and
(L) to the Class B-6 Certificates, an amount allocable to principal equal
to its Pro Rata Share for such Distribution Date until the Class Certificate Balance
thereof has been reduced to zero; and
(iv) to the Holder of the Class 1-A-R Certificates, any amounts remaining in the
Upper-Tier Certificate Account.
No Class of Certificates will be entitled to any distributions with respect to the
amount payable pursuant to clause (ii) of the definition of "Interest Distribution Amount" after its
Class Certificate Balance has been reduced to zero.
All distributions in respect of the Interest Distribution Amount for a Class will be
applied first with respect to the amount payable pursuant to clause (i) of the definition of "Interest
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Distribution Amount," and second with respect to the amount payable pursuant to clause (ii) of such
definition.
Distributions on the Uncertificated Lower-Tier Regular Interests. On each Distribution Date
the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated Lower-Tier
Regular Interests, the Lower-Tier Distribution Amount in the amounts and with the priorities set forth
in the definition thereof.
Realized Losses shall be allocated among the Uncertificated Lower-Tier Regular Interests as
specified in the definition of Lower-Tier Realized Losses.
Subsequent Recoveries shall be applied to the Uncertificated Lower-Tier Regular Interests in a
manner analogous to the application of Realized Losses of the Uncertificated Lower-Tier Regular
Interests.
For federal income tax purposes, the Pass-Through Rate for the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates for any Distribution Date shall be expressed as a per
annum rate equal to the weighted average of the Uncertificated Pass-Through Rates for Uncertificated
Lower-Tier Regular Interests Y-1, Y-2, Y-3 and Y-4, weighted, for each of the foregoing determinations,
on the basis of the respective Uncertificated Principal Balance of each such Uncertificated Lower-Tier
Regular Interest (computed to eight decimal places), immediately prior to such Distribution Date.
(b) (i) With respect to the Class A Certificates of Loan Group 1:
On each Distribution Date prior to the Senior Credit Support Depletion Date, the
amount distributable to the Related Group for Loan Group 1 pursuant to Section 5.02(a)(ii) for such
Distribution Date, will be distributed based solely on the information contained in each Servicer's
Certificate in the following order of priority:
first, to the Class 1-A-R Certificates in respect of Component I thereof until its
Class Certificate Balance has been reduced to zero;
second, concurrently, to the Class 1-A-1 Certificates and the Class 1-A-2
Certificates, pro rata, until their Class Certificate Balances have been reduced to zero.
(ii) With respect to the Class A Certificates of Loan Group 2:
On each Distribution Date prior to the Senior Credit Support Depletion Date, the
amount distributable to the Related Group for Loan Group 2 pursuant to Section 5.02(a)(ii) for such
Distribution Date, will be distributed to the Class 2-A-1 Certificates and Class 2-A-2 Certificates, pro
rata, until their Class Certificate Balances have been reduced to zero.
(iii) With respect to the Class A Certificates of Loan Group 3:
On each Distribution Date prior to the Senior Credit Support Depletion Date, the
amount distributable to the Related Group for Loan Group 3 pursuant to Section 5.02(a)(ii) for such
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Distribution Date, will be distributed to the Class 3-A-1 Certificates and Class 3-A-2 Certificates, pro
rata, until their Class Certificate Balances have been reduced to zero.
(iv) With respect to the Class A Certificates of Loan Group 4:
On each Distribution Date prior to the Senior Credit Support Depletion Date, the
amount distributable to the Related Group for Loan Group 4 pursuant to Section 5.02(a)(ii) for such
Distribution Date, will be distributed to the Class 4-A-1 Certificates and Class 4-A-2 Certificates, pro
rata, until their Class Certificate Balances have been reduced to zero.
(v) Notwithstanding the foregoing, on each Distribution Date prior to the Senior
Credit Support Depletion Date but on or after the date on which the aggregate Class Certificate Balance
of the Class A Certificates of a Group have been reduced to zero, amounts otherwise distributable from
the Unscheduled Principal Amounts for the Related Loan Group on the Subordinate Certificates will be
paid as principal to the remaining classes of Class A Certificates in accordance with the priorities set
forth for the applicable Group in (i), (ii), (iii) or (iv) above, provided that on such Distribution
Date (a) the Aggregate Subordinate Percentage for such Distribution Date is less than twice the initial
Aggregate Subordinate Percentage or (b) the outstanding principal balance of all Mortgage Loans
(including, for this purpose, any Mortgage Loans in foreclosure or any REO Property and any Mortgage
Loan for which the mortgagor has filed for bankruptcy) delinquent 60 days or more (averaged over the
preceding six-month period), as a percentage of the aggregate Class Certificate Balance of the
Subordinate Certificates, is greater than or equal to 50%. If the Class A Certificates of two or more
Groups remain outstanding, the distributions described above will be made to the Class A Certificates of
such Groups, pro rata, in proportion to the aggregate Class Certificate Balance of the Class A
Certificates of each such Group. In addition, if on any Distribution Date the aggregate Class
Certificate Balance of the Class A Certificates of a Group is greater than the Adjusted Pool Amount of
the related Loan Group (any such Group, the "Undercollateralized Group" and any such excess, the
"Undercollateralized Amount"), all amounts otherwise distributable as principal on the Subordinate
Certificates pursuant to 5.02(a)(iii)(L), (J), (H), (F), (D) and (B), in that order, will be paid as
principal to the Class A Certificates of the Undercollateralized Group in accordance with the priorities
set forth for the applicable Group above under (i), (ii), (iii) or (iv) until the aggregate Class
Certificate Balance of the Class A Certificates of the Undercollateralized Group equals the Adjusted
Pool Amount of the related Loan Group. The amount of any Class Unpaid Interest Shortfalls with respect
to the Undercollateralized Group (including any Class Unpaid Interest Shortfalls for such Distribution
Date) will be paid to the Undercollateralized Group prior to the payment of any Undercollateralized
Amount from amounts otherwise distributable as principal on the Subordinate Certificates pursuant to
Section 5.02(a)(iii)(L), (J), (H), (F), (D) and (B), in that order: such amount will be paid to such
Undercollateralized Group in accordance with the priorities set forth in Section 5.02(a)(i) up to their
Interest Distribution Amounts for such Distribution Date. If two or more Groups are Undercollateralized
Groups, the distributions described above will be made, pro rata, in proportion to the amount by which
the aggregate Class Certificate Balance of the Class A Certificates of each such Group exceeds the
Adjusted Pool Amount of the related Loan Group.
On each Distribution Date on or after the Senior Credit Support Depletion Date,
notwithstanding the allocation and priority set forth above, the portion of the Pool Distribution Amount
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with respect to a Loan Group available to be distributed as principal of the Class A Certificates of the
Related Group shall be distributed concurrently, as principal, on such Classes, pro rata, on the basis
of their respective Class Certificate Balances, until the Class Certificate Balances thereof are reduced
to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each Class of
Certificates for such Distribution Date shall be reduced by such Class's pro rata share, based on such
Class's Interest Distribution Amount for such Distribution Date, without taking into account the
allocation made by this Section 5.02(c), of (A) Non-Supported Interest Shortfalls, and (B) each Relief
Act Reduction incurred during the calendar month preceding the month of such Distribution Date. In
addition, on each Distribution Date on and after the Senior Credit Support Depletion Date, Accrued
Certificate Interest for each Class of Certificates relating to a Loan Group for such Distribution Date
also shall be reduced by such Class's pro rata share, based on such Class's Interest Distribution Amount
for such Distribution Date, without taking into account the allocation made by this Section 5.02(c), of
any Realized Loss on a Mortgage Loan in the Related Loan Group allocable to interest.
(d) Notwithstanding the priority and allocation contained in Section 5.02(a)(iii),
if with respect to any Class of Subordinate Certificates on any Distribution Date, (i) the aggregate of
the Class Certificate Balances immediately prior to such Distribution Date of all Classes of Subordinate
Certificates which have a higher numerical Class designation than such Class, divided by (ii) the
aggregate Pool Stated Principal Balance for all Loan Groups immediately prior to such Distribution Date
(the "Fractional Interest") is less than the Original Fractional Interest for such Class, no Unscheduled
Principal Payments will be made to any Classes junior to such Class (the "Restricted Classes") and the
Class Certificate Balances of the Restricted Classes will not be used in determining the Pro Rata Share
for the Subordinate Certificates that are not Restricted Classes. Any funds remaining will be
distributed in the order provided in Section 5.02(a)(iii).
Section 5.03 Allocation of Losses.
(a) On or prior to the 10th calendar day of each month, each Servicer shall inform
the Master Servicer in writing with respect to each Mortgage Loan it services: (1) whether any Realized
Loss is a Deficient Valuation or a Debt Service Reduction, (2) of the amount of such loss or Deficient
Valuation, or of the terms of such Debt Service Reduction and (3) of the total amount of Realized
Losses. The Master Servicer shall provide such information to the Certificate Administrator and, based
on such information, the Certificate Administrator shall determine and allocate the total amount of
Realized Losses with respect to the related Distribution Date. Realized Losses shall be allocated to
the Certificates by a reduction in the Class Certificate Balances of the designated Classes pursuant to
Section 5.03(b) below.
(b) The Class Certificate Balance of the Class of Subordinate Certificates then
outstanding with the highest numerical Class designation shall be reduced on each Distribution Date by
the amount, if any, necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Certificates (after giving effect to the amount to be distributed as a
distribution of principal and the allocation of Realized Losses on such Distribution Date) equals the
sum of the Adjusted Pool Amounts for such Distribution Date.
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After the Senior Credit Support Depletion Date, the Class Certificate Balances of the
Senior Certificates of the Related Loan Group in the aggregate shall be reduced on each Distribution
Date by the amount, if any, by which the aggregate of the Class Certificate Balances of all outstanding
Senior Certificates of such Related Loan Group (after giving effect to the amount to be distributed as a
distribution of principal and the allocation of Realized Losses on the Mortgage Loans in the Related
Loan Group on such Distribution Date) exceeds the Adjusted Pool Amount for such Loan Group and such
Distribution Date.
Any such reduction shall be allocated among the Classes of Senior Certificates of the
Related Group pro rata based on the Class Certificate Balances immediately prior to such Distribution
Date.
(c) Any Realized Loss allocated to a Class of Certificates or any reduction in the
Class Certificate Balance of a Class of Certificates pursuant to Section 5.03(b) above shall be
allocated among the Certificates of such Class pro rata in proportion to their respective Percentage
Interests.
(d) The calculation of the amount to be distributed as principal to any Class of
Certificates with respect to a Distribution Date (the "Calculated Principal Distribution") shall be made
prior to the allocation of any Realized Losses for such Distribution Date; provided, however, that the
actual distribution of principal to the Classes of Certificates shall be made subsequent to the
allocation of Realized Losses for such Distribution Date. In the event that after the allocation of
Realized Losses for a Distribution Date, the Calculated Principal Distribution for a Class of
Subordinated Certificates is greater than the Class Certificate Balance of such Class, the excess shall
be distributed pro rata to the Classes of Subordinate Certificates in accordance with their remaining
Class Certificate Balances.
(e) After the Senior Credit Support Depletion Date, on any Distribution Date on
which the Class 1-A-2 Loss Allocation Amount is greater than zero, the Class Certificate Balance of the
Class 1-A-2 Certificates will be reduced by the Class 1-A-2 Loss Allocation Amount and, notwithstanding
Section 5.03(b), the Class Certificate Balance of the Class 1-A-1 Certificates will not be reduced by
the Class 1-A-2 Loss Allocation Amount. After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 2-A-2 Loss Allocation Amount is greater than zero, the Class
Certificate Balance of the Class 2-A-2 Certificates will be reduced by the Class 2-A-2 Loss Allocation
Amount and, notwithstanding Section 5.03(b), the Class Certificate Balances of the Class 2-A-1
Certificates will not be reduced by the Class 2-A-2 Loss Allocation Amount. After the Senior Credit
Support Depletion Date, on any Distribution Date on which the Class 3-A-2 Loss Allocation Amount is
greater than zero, the Class Certificate Balance of the Class 3-A-2 Certificates will be reduced by the
Class 3-A-2 Loss Allocation Amount and, notwithstanding Section 5.03(b), the Class Certificate Balance
of the Class 3-A-1 Certificates will not be reduced by the Class 3-A-2 Loss Allocation Amount. After
the Senior Credit Support Depletion Date, on any Distribution Date on which the Class 4-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of the Class 4-A-2 Certificates
will be reduced by the Class 4-A-2 Loss Allocation Amount and, notwithstanding Section 5.03(b), the
Class Certificate Balance of the Class 4-A-1 Certificates will not be reduced by the Class 4-A-2 Loss
Allocation Amount.
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(f) If, after taking into account any Subsequent Recoveries, the amount of a
Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class
Certificate Balance of the Class of Certificates with the highest payment priority to which Realized
Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to
that Class of Certificates pursuant to this Section 5.03. The amount of any remaining Subsequent
Recoveries will be applied to sequentially increase the Class Certificate Balance of the Certificates,
beginning with the Class of Certificates with the next highest payment priority, up to the amount of
such Realized Losses previously allocated to such Class or Classes of Certificates pursuant to this
Section 5.03. Holders of such Certificates will not be entitled to any payments in respect of current
interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date
on which such increase occurs. Any such increases shall be applied to the Class Certificate Balance of
each Certificate of such Class in accordance with its respective Fractional Interest.
(g) Notwithstanding any other provision of this Section 5.03, no Class Certificate
Balance of a Class will be increased on any Distribution Date such that the Class Certificate Balance of
such Class exceeds its Initial Class Certificate Balance less all distributions of principal previously
distributed in respect of such Class on prior Distribution Dates.
Section 5.04 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based solely upon the
information provided to the Certificate Administrator by the Master Servicer and on each Servicer's
Certificate delivered to the Master Servicer pursuant to Section 4.01, the Certificate Administrator
shall prepare and make available a statement as to the distributions to be made on such Distribution
Date containing the following information with respect to such Distribution Date:
(i) the date of such Distribution Date and the Determination Date for such
Distribution Date;
(ii) for each Class, the applicable Record Date and Interest Accrual Period;
(iii) for each Loan Group, the amount allocable to principal, separately identifying
the aggregate amount of any Principal Prepayments and Liquidation Proceeds included therein;
(iv) for each Loan Group, the amount allocable to interest, any Class Unpaid
Interest Shortfall included in such distribution and any remaining Class Unpaid Interest
Shortfall after giving effect to such distribution;
(v) if the distribution to the Holders of such Class of Certificates is less than
the full amount that would be distributable to such Holders if there were sufficient funds
available therefor, the amount of the shortfall and the allocation thereof as between principal
and interest;
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(vi) the Class Certificate Balance of each Class of Certificates after giving
effect to the distribution of principal on such Distribution Date;
(vii) for each Loan Group, the Pool Stated Principal Balance for the following
Distribution Date;
(viii) for each Group, the Senior Percentage and the Subordinate Percentage for the
following Distribution Date and the Total Senior Percentage and Aggregate Subordinate
Percentage for the following Distribution Date;
(ix) the amount of the Servicing Fee paid to or retained by each Servicer with
respect to each Loan Group and such Distribution Date;
(x) the amount of the Certificate Administrator Fee retained by the Certificate
Administrator with respect to such Distribution Date;
(xi) the Pass-Through Rate for each such Class of Certificates with respect to such
Distribution Date;
(xii) for each Loan Group, the amount of Periodic Advances included in the
distribution on such Distribution Date and the aggregate amount of Periodic Advances
outstanding as of the close of business on such Distribution Date and the amount of Periodic
Advances reimbursed since the previous Distribution Date;
(xiii) the amount of Servicing Advances made since the previous Distribution Date and
the aggregate amount of Servicing Advances outstanding as of the close of business on such
Distribution Date;
(xiv) the number and aggregate Stated Principal Balance of the Mortgage Loans, the
Net WAC for each Loan Group, the weighted average remaining term to maturity of the Mortgage
Loans and the cumulative amount of Principal Prepayments, each as of the close of business on
the last day of the calendar month preceding such Distribution Date;
(xv) for each Loan Group, the number and aggregate principal amounts of Mortgage
Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure) in 30-day increments until
foreclosure or other disposition (B) in foreclosure, as of the close of business on the last
day of the calendar month preceding such Distribution Date;
(xvi) for each Loan Group, with respect to any Mortgage Loan that became an REO
Property during the preceding calendar month, the loan number and Stated Principal Balance of
such Mortgage Loan as of the close of business on the Determination Date preceding such
Distribution Date and the date of acquisition thereof;
(xvii) for each Loan Group, the total number and principal balance of any REO
Properties as of the close of business on the Determination Date preceding such Distribution
Date;
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(xviii) for each Loan Group, the Senior Prepayment Percentage and the Subordinate
Prepayment Percentage for the following Distribution Date;
(xix) for each Loan Group, the aggregate amount of Realized Losses incurred during
the preceding calendar month;
(xx) for each Loan Group, the amount of any Subsequent Recoveries;
(xxi) any expenses or indemnification amounts paid by the Trust, the specific
purpose of each payment and the parties to whom such payments were made;
(xxii) any material modifications, extensions or waivers as to Mortgage Loan terms,
fees, penalties or payments since the previous Distribution Date and cumulatively since the
Cut-off Date;
(xxiii) unless such information is set forth in the Form 10-D relating to such
Distribution Date or a prior Form 8-K and provided the Certificate Administrator is reasonably
able to include such information on the statement, any material breaches of representations and
warranties relating to the Mortgage Loans and any material breach of covenants hereunder; and
(xxiv) the number and aggregate principal balance of any Mortgage Loans repurchased
by the Depositor from the Trust since the previous Distribution Date.
(b) No later than each Distribution Date, the Certificate Administrator shall make
available on its website at www.usbank.com.mbs a statement substantially in the form of Exhibit T hereto
(the "Distribution Date Statement") setting forth the information set forth in Section 5.04(a) and shall
make available a copy of such Distribution Date Statement to the Trustee. Upon written request, the
Certificate Administrator shall mail a paper copy of the Distribution Date Statement to any Person that
is unable to use www.usbank.com.mbs. The Certificate Administrator shall have the right to change the
way statements are distributed in order to make such distribution more convenient and/or accessible to
the Certificateholders and the Rating Agencies, and the Certificate Administrator shall provide timely
notice to all regarding such changes.
In the case of information furnished pursuant to clauses (iii), (iv) and (xii) of
Section 5.04(a), the amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
On each Distribution Date, the Certificate Administrator shall prepare and furnish to
the Financial Market Service, in electronic or such other format and media mutually agreed upon by the
Certificate Administrator, the Financial Market Service and the Depositor, the information contained in
the statement described in Section 5.04(a) for such Distribution Date.
Within a reasonable period of time after the end of each calendar year, the
Certificate Administrator shall furnish to each Person who at any time during the calendar year was the
Holder of a Certificate, if requested in writing by such Person, a statement containing the information
set forth in clauses (iii), (iv) and (ix) of Section 5.04(a), in each case aggregated for such calendar
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year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of
the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements
of the Code as from time to time in force.
The Certificate Administrator shall deliver to the Holders of Certificates and the
Trustee any reports or information the Certificate Administrator is required by this Agreement or the
Code, Treasury Regulations or REMIC Provisions to deliver to the Holders of Certificates, and the
Certificate Administrator shall prepare and provide to the Certificateholders and the Trustee (by mail,
telephone, or publication as may be permitted by applicable Treasury Regulations) such other reasonable
information as the Certificate Administrator deems necessary or appropriate or is required by the Code,
Treasury Regulations, and the REMIC Provisions including, but not limited to, (i) information to be
reported to the Holders of the Residual Certificates for quarterly notices on Schedule Q (Form 1066)
(which information shall be forwarded to the Holders of the Residual Certificates by the Certificate
Administrator), (ii) information to be provided to the Holders of Certificates with respect to amounts
which should be included as interest and original issue discount in such Holders' gross income and (iii)
information to be provided to all Holders of Certificates setting forth the percentage of each REMIC's
assets, determined in accordance with Treasury Regulations using a convention, not inconsistent with
Treasury Regulations, selected by the Certificate Administrator in its absolute discretion, that
constitute real estate assets under Section 856 of the Code, and assets described in Section
7701(a)(19)(C) of the Code; provided, however, that in setting forth the percentage of such assets of
each REMIC, nothing contained in this Agreement, including without limitation Section 7.03 hereof, shall
be interpreted to require the Certificate Administrator periodically to appraise the fair market values
of the assets of the Trust Estate or to indemnify the Trust Estate, any Certificateholders, or any other
Person from any adverse federal, state or local tax consequences associated with a change subsequently
required to be made in the Depositor's initial good faith determinations of such fair market values (if
subsequent determinations are required pursuant to the REMIC Provisions) made from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, each REMIC shall have a calendar year taxable
year and shall maintain its books on the accrual method of accounting.
(b) The Certificate Administrator shall prepare or cause to be prepared, shall
cause to be timely signed by the Trustee, and shall file or cause to be filed with the Internal Revenue
Service and applicable state or local tax authorities income tax information returns for each taxable
year with respect to each REMIC containing such information at the times and in the manner as may be
required by the Code, the Treasury Regulations or state or local tax laws, regulations, or rules, and
shall furnish or cause to be furnished to each REMIC and the Certificateholders the schedules,
statements or information at such times and in such manner as may be required thereby. Within 30 days
of the Closing Date, the Certificate Administrator shall furnish or cause to be furnished to the
Internal Revenue Service, on Form 8811 or as otherwise required by the Code or the Treasury
Regulations, the name, title, address and telephone number of the person that Holders of the
Certificates may contact for tax information relating thereto, together with such additional information
at the time or times and in the manner required by the Code or the Treasury Regulations. Such federal,
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state, or local income tax or information returns shall be signed by the Trustee, or such other Person
as may be required to sign such returns by the Code, the Treasury Regulations or state or local tax
laws, regulations, or rules.
(c) In the first federal income tax return of each of the Upper-Tier and the
Lower-Tier REMIC for its short taxable year ending December 31, 2007, REMIC status shall be elected for
such taxable year and all succeeding taxable years.
(d) The Certificate Administrator will maintain or cause to be maintained such
records relating to each REMIC, including but not limited to records relating to the income, expenses,
assets and liabilities of the Trust Estate, and the initial fair market value and adjusted basis of the
Trust Estate property and assets determined at such intervals as may be required by the Code or the
Treasury Regulations, as may be necessary to prepare the foregoing returns, schedules, statements or
information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have the same
duties with respect to each REMIC as those of a "tax matters partner" under Subchapter C of Chapter 63
of Subtitle F of the Code. The Seller, as Holder of a Percentage Interest in the Class 1-A-R
Certificates, is hereby designated as the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier
REMIC. By its acceptance of a Class 1-A-R Certificate, each Holder thereof irrevocably appoints the
Certificate Administrator to act as agent for the Tax Matters Person for the Upper-Tier REMIC and the
Lower-Tier REMIC, except that the Certificate Administrator shall not be required to pay any taxes.
Section 5.07 Rights of the Tax Matters Person in Respect of the Certificate
Administrator. The Certificate Administrator shall afford the Tax Matters Person, upon reasonable
notice during normal business hours, access to all records maintained by the Certificate Administrator
in respect of its duties hereunder and access to officers of the Certificate Administrator responsible
for performing such duties. The Certificate Administrator shall make available to the Tax Matters
Person such books, documents or records relating to the Certificate Administrator's services hereunder
as the Tax Matters Person shall reasonably request. The Tax Matters Person shall not have any
responsibility or liability for any action or failure to act by the Certificate Administrator and is not
obligated to supervise the performance of the Certificate Administrator under this Agreement or
otherwise.
Section 5.08 REMIC Related Covenants. For as long as the Trust shall exist, the
Trustee, the Certificate Administrator, the Depositor and each Servicer shall act in accordance herewith
to assure continuing treatment of the Upper-Tier REMIC and the Lower-Tier REMIC as REMICs and avoid the
imposition of tax on either REMIC. In particular:
(a) The Trustee shall not create, or permit the creation of, any "interests" in
either REMIC within the meaning of Code Section 860D(a)(2) other than the interests represented by the
Regular Certificates, the Residual Certificates and the Uncertificated Lower-Tier Regular Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and each Servicer
shall not contribute to the Trust Estate and the Custodian, on behalf of the Trustee, and the Trustee
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shall not accept property unless substantially all of the property held in each REMIC constitutes either
"qualified mortgages" or "permitted investments" as defined in Code Sections 860G(a)(3) and (5),
respectively, and (ii) no property shall be contributed to each REMIC after the start-up day unless such
contribution would not subject the Trust Estate to the 100% tax on contributions to a REMIC after the
start-up day of the REMIC imposed by Code Section 860G(d).
(c) Except as otherwise provided in this Agreement, neither the Trustee nor the
Certificate Administrator shall accept on behalf of either REMIC any fee or other compensation for
services, and none of the Certificate Administrator, the Trustee or any Servicer shall knowingly accept,
on behalf of the Trust Estate any income from assets other than those permitted to be held by a REMIC.
(d) Neither the Servicers nor the Trustee shall sell or permit the sale of all or
any portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or 3.14), unless
such sale is pursuant to a "qualified liquidation" of the applicable REMIC as defined in Code Section
860F(a)(4)(A) and in accordance with Article X.
(e) The Certificate Administrator shall maintain books with respect to the Trust
and each REMIC on a calendar year taxable year and on an accrual basis.
None of the Master Servicer, the Servicers, the Certificate Administrator or the
Trustee shall engage in a "prohibited transaction" (as defined in Code Section 860F(a)(2)), except that,
with the prior written consent of the Servicer and the Depositor, the Trustee or the Certificate
Administrator may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicers shall have delivered to the Trustee and the Certificate Administrator
an Opinion of Counsel to the effect that such transaction will not result in the imposition of a tax on
either the Upper-Tier REMIC or the Lower-Tier REMIC and will not disqualify either REMIC from treatment
as a REMIC; and, provided further, that the Servicers shall have demonstrated to the satisfaction of the
Trustee and the Certificate Administrator that such action will not adversely affect the rights of the
Holders of the Certificates, the Certificate Administrator, or the Trustee and that such action will not
adversely impact the rating of the Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates and the
Subordinate Certificates shall be substantially in the forms set forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇,
Exhibit B and Exhibit C, as applicable, and shall, on original issue, be executed by the Certificate
Administrator and shall be authenticated and delivered by the Certificate Administrator to or upon the
order of the Depositor upon receipt by the Custodian, on behalf of the Trustee, of the documents
specified in Section 2.01. The Senior Certificates (other than the Class 1-A-R Certificates) shall be
available to investors in interests representing minimum dollar Certificate Balances of $10,000 and
integral multiples of $1 in excess thereof. The Subordinate Certificates shall be available to
investors in interests representing minimum dollar Certificate Balances of $10,000 and integral dollar
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multiples of $1 in excess thereof (except one Certificate of such Class may be issued with a different
Certificate Balance). Other than the 0.01% Percentage Interest in the Class 1-A-R Certificates to be
held by the Seller, the minimum denomination of the Class 1-A-R Certificates will be 20% of the
Percentage Interest of the Class 1-A-R Certificates. The Senior Certificates (other than the Class
1-A-R Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in
book-entry form through the Depository and delivered to the Depository or its designee, and all other
Classes of Certificates shall initially be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature on behalf of the
Certificate Administrator by an authorized officer or signatory. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Certificate Administrator shall bind the Certificate Administrator,
notwithstanding that such individuals or any of them have ceased to be so authorized prior to the
execution and delivery of such Certificates or did not hold such offices or positions at the date of
such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for
any purpose, unless such Certificate shall have been manually countersigned by the Certificate
Administrator substantially in the form provided for herein, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their
countersignature.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Certificate Administrator shall cause to be kept at an office or agency in
the city in which the Corporate Trust Office of the Certificate Administrator is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe, the Certificate
Administrator shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Certificate Administrator shall initially serve as Certificate
Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as
herein provided.
(b) At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized denominations of the same Class and aggregate Percentage Interest, upon
surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates
are so surrendered for exchange, the Certificate Administrator shall execute and the Certificate
Administrator shall authenticate, countersign and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository or its nominee
and at all times: (A) registration of the Certificates may not be transferred except to another
Depository; (B) the Depository shall maintain book-entry records with respect to the
Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates;
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(C) ownership and transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository; (D) the
Depository may collect its usual and customary fees, charges and expenses from its Depository
Participants; (E) the Depository shall be the representative of the Certificate Owners of the
Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement,
and requests and directions for and votes of the Depository shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and (F) the
Certificate Administrator may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and persons shown on the
books of such indirect participating firms as direct or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates shall be made
in accordance with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall only transfer
Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it
acts as agent in accordance with the Depository's normal procedures.
(iii) If (A) (1) the Depositor advises the Certificate Administrator in writing that
the Depository is no longer willing or able to properly discharge its responsibilities as
Depository, and (2) the Certificate Administrator or the Depositor is unable to locate a
qualified successor, or (B) to the extent permitted by law, the Depositor at its option advises
the Certificate Administrator in writing that it elects to terminate the book-entry system
through the Depository, the Certificate Administrator shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the availability of
definitive, fully-registered Certificates (the "Definitive Certificates") to Certificate
Owners. Upon surrender to the Certificate Administrator of the related Class of Certificates
by the Depository, accompanied by the instructions from the Depository for registration, the
Certificate Administrator shall prepare the Definitive Certificates, which will be executed and
authenticated by the Certificate Administrator pursuant to clause (b) above. None of the
Servicers, the Depositor, the Certificate Administrator or the Trustee shall be liable for any
delay in delivery of such instruction and may conclusively rely on, and shall be protected in
relying on, such instructions. The Depositor shall provide the Certificate Administrator with
an adequate inventory of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates, the Holders of the Definitive
Certificates shall be recognized as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such transfer is
exempt from the registration requirements of the 1933 Act and any applicable state securities laws or is
made in accordance with the 1933 Act and such laws. In the event of any such transfer, (i) unless such
transfer is made in reliance on Rule 144A under the 1933 Act, the Certificate Administrator or the
Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in
form and substance reasonably satisfactory to the Certificate Administrator and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable exemption and the basis
therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which
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Opinion of Counsel shall not be an expense of the Certificate Administrator or the Depositor and (ii)
the Certificate Administrator shall require a certificate from the Certificateholder desiring to effect
such transfer substantially in the form attached hereto as Exhibit G-1 and a certificate from such
Certificateholder's prospective transferee substantially in the form attached hereto either as Exhibit
G-2A or as Exhibit G-2B, which certificates shall not be an expense of the Certificate Administrator or
the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a
transfer of a Private Certificate between or among the Depositor, the Seller, the Servicers, their
affiliates or both. The Depositor shall provide to any Holder of a Private Certificate and any
prospective transferees designated by any such Holder, information regarding the related Certificates
and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such certificate without registration
thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. The Holder of
a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the
Master Servicer, the Certificate Administrator, each Servicer, the Trustee and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
(e) No transfer of an ERISA Restricted Certificate or a Residual Certificate shall
be made unless the transferee delivers to the Certificate Administrator either (i) a representation
letter in the form of Exhibit H from the transferee of such Certificate, which representation letter
shall not be an expense of the Depositor, the Certificate Administrator, the Trustee, the Master
Servicer or the Servicers, or (ii) in the case of any ERISA Restricted Certificate presented for
registration in the name of an employee benefit plan or arrangement, including an individual retirement
account, subject to Title I of ERISA, Section 4975 of the Code, or any federal, state or local law
which is similar to Section 406 of ERISA or Section 4975 of the Code ("Similar Law") (collectively, a
"Plan"), or a trustee or custodian of any of the foregoing, an Opinion of Counsel for the benefit of the
Trustee, Servicers, the Master Servicer and the Certificate Administrator upon which they may rely that
the purchase of the ERISA Restricted Certificate is permissible under local law, will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or
Similar Law, and will not subject the Certificate Administrator, the Trustee, the Master Servicer or the
Servicers to any obligation or liability in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Certificate Administrator, the Trustee, the Master
Servicer or the Servicers. Any transferee of an ERISA Restricted Certificate that does not comply with
either clause (i) or (ii) of the preceding sentence will be deemed to have made one of the
representations set forth in Exhibit H. Notwithstanding anything else to the contrary herein, any
purported transfer of a Residual Certificate to or on behalf of a Plan shall be void and of no effect.
Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA Restricted
Certificate to or on behalf of a Plan without the delivery to the Certificate Administrator, the
Trustee, the Master Servicer and the Servicers of an Opinion of Counsel satisfactory to the Certificate
Administrator and the Servicers as described above shall be void and of no effect.
None of the Trustee, the Certificate Administrator, the Servicers, the Master Servicer
or the Certificate Registrar shall have any liability for transfers of Book-Entry Certificates made
through the book-entry facilities of the Depository or between or among any Depository Participants or
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Certificate Owners, made in violation of applicable restrictions. The Certificate Administrator and the
Trustee may rely and shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository Participants with respect to
indirect participating firms and Persons shown on the books of such indirect participating firms as
direct or indirect Certificate Owners.
To the extent permitted under applicable law (including, but not limited to, ERISA),
none of the Depositor, the Certificate Administrator, the Master Servicer or the Trustee shall be under
any liability to any Person for any registration of transfer of any ERISA Restricted Certificate that is
in fact not permitted by this Section 6.02 or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder under the provisions of this
Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the
foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a Residual
Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed
to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest
in a Residual Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a Residual
Certificate shall be a Permitted Transferee and shall promptly notify the Certificate
Administrator of any change or impending change in its status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual Certificate unless
such Ownership Interest is a pro rata undivided interest.
(iii) In connection with any proposed transfer of any Ownership Interest in a
Residual Certificate, the proposed transferee shall deliver to the Certificate Administrator,
in form and substance satisfactory to the Certificate Administrator, an affidavit in the form
of Exhibit I-1 hereto, and the proposed transferor shall deliver to the Certificate
Administrator, in form and substance satisfactory to the Certificate Administrator, a
transferor certificate in the form of Exhibit I-2 hereto.
(iv) Notwithstanding the delivery of an affidavit by a proposed transferee under
clause (iii) above, if a Responsible Officer of the Certificate Administrator has actual
knowledge that the proposed transferee is not a Permitted Transferee, no transfer of any
Ownership Interest in a Residual Certificate to such proposed transferee shall be effected by
the Certificate Administrator.
(v) No Ownership Interest in a Residual Certificate may be purchased by or
transferred to any Person that is not a U.S. Person, unless (A) such Person holds such Residual
Certificate in connection with the conduct of a trade or business within the United States and
furnishes the transferor, the Depositor and the Certificate Administrator with an effective
Internal Revenue Service Form W-8ECI (or successor thereto) or (B) the transferee delivers to
the transferor, the Depositor and the Certificate Administrator an Opinion of Counsel from a
nationally-recognized tax counsel to the effect that such transfer is in accordance with the
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requirements of the Code and the regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 6.02 shall be absolutely null and
void and shall vest no rights in the purported transferee. If any purported transferee shall,
in violation of the provisions of this Section 6.02, become a Holder of a Residual Certificate,
then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon
discovery that the registration of transfer of such Residual Certificate was not in fact
permitted by this Section 6.02, be restored to all rights as Holder thereof retroactive to the
date of registration of transfer of such Residual Certificate. The Certificate Administrator
shall be under no liability to any Person for any registration of transfer of a Residual
Certificate that is in fact not permitted by this Section 6.02 or for making any distributions
due on such Residual Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the transfer was registered in
accordance with this Section 6.02. The Certificate Administrator and the Depositor shall be
entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time such distributions were made all distributions made on such Residual
Certificate. Any such distributions so recovered by the Certificate Administrator or the
Depositor shall be distributed and delivered by the Certificate Administrator to the prior
Holder of such Residual Certificate that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any Ownership
Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then
the Certificate Administrator, based on information provided to the Certificate Administrator
by each Servicer, will provide to the Internal Revenue Service, and to the Persons specified in
Section 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under
Section 860E(e) of the Code on transfers of residual interests to disqualified organizations.
The expenses of the Certificate Administrator under this clause (vii) shall be reimbursable by
the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be acquired by a Plan or
any Person acting on behalf of a Plan.
(g) [Reserved]
(h) No service charge shall be imposed for any transfer or exchange of
Certificates of any Class, but the Certificate Registrar may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of
Certificates.
(i) All Certificates surrendered for transfer and exchange shall be destroyed by
the Certificate Registrar in accordance with its standard procedures.
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Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is
delivered to the Certificate Administrator, the Trustee, the Depositor and the Certificate Registrar
such security or indemnity reasonably satisfactory to each, to save each of them harmless, then, in the
absence of actual notice to the Certificate Administrator, the Trustee or the Certificate Registrar that
such Certificate has been acquired by a protected purchaser, the Certificate Administrator shall execute
and authenticate and the Certificate Registrar shall deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any
duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a Certificate
for registration of transfer, the Depositor, the Servicers, the Certificate Administrator, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Servicers, the Certificate Administrator,
the Trustee or the Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving distributions pursuant to
Section 5.01 and for all other purposes whatsoever, and none of the Depositor, the Servicers, the Master
Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar or any agent of the
Depositor, the Servicers, the Certificate Administrator, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
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ARTICLE VII
THE DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS
Section 7.01 Respective Liabilities of the Depositor, the Master Servicer and the
Servicers. The Depositor, the Master Servicer and each Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken
by the Depositor, the Master Servicer and each Servicer herein. By way of illustration and not
limitation, the Depositor is not liable for the servicing and administration of the Mortgage Loans, nor
is it obligated by Section 8.01 to assume any obligations of either Servicer or to appoint a designee to
assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not
obligated to, assume unless it elects to assume such obligation in accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor, the Master Servicer or a
Servicer. The Depositor, the Master Servicer and each Servicer will each keep in full effect its
existence, rights and franchises as a separate entity under the laws governing its organization, and
will each obtain and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its
respective duties under this Agreement.
Any Person into which the Depositor, the Master Servicer or either Servicer may be
merged or consolidated, or any corporation resulting from any merger or consolidation to which the
Depositor, the Master Servicer or such Servicer shall be a party, or any Person succeeding to the
business of the Depositor, the Master Servicer or such Servicer, shall be the successor of the
Depositor, the Master Servicer or the applicable Servicer, as the case may be, hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the
applicable Servicer shall be qualified to service mortgage loans on behalf of FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the Master Servicer, the
Servicers and Others; Liability of Master Servicer and Servicers.
(a) None of the Depositor, the Master Servicer, either Servicer or any of the
directors, officers, employees or agents of the Depositor, the Master Servicer or of a Servicer shall be
under any liability to the Trust Estate or the Certificateholders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the Master Servicer, the
Servicers or any such Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of obligations and duties
hereunder. The Depositor, the Master Servicer, each Servicer and any director, officer, employee or
agent of the Depositor, the Master Servicer or a Servicer may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer, each Servicer and any director, officer, employee or
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agent of the Depositor, the Master Servicer or a Servicer shall be indemnified by the Trust Estate and
held harmless against any loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason
of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by
reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Master
Servicer or either Servicer shall be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its respective duties under this Agreement and which in its opinion
may involve it in any expense or liability; provided, however, that the Depositor, the Master Servicer
or a Servicer may in its discretion undertake any such action which it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the
Depositor, the Master Servicer and each Servicer shall be entitled to be reimbursed therefor out of
amounts attributable to the Mortgage Loans on deposit in the related Servicer Custodial Account as
provided by Section 3.11.
(b) Subject to clause (a) above, each Servicer (except the Trustee if it is
required to succeed the Servicer hereunder) indemnifies and holds the Trustee, the Master Servicer, the
Certificate Administrator, the Depositor and the Trust harmless against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
fees and expenses that the Trustee, the Master Servicer, the Certificate Administrator, the Depositor
and the Trust may sustain in any way related to the failure of such Servicer to perform its duties and
service the Mortgage Loans in compliance with this Agreement. The related Servicer, the Trustee, the
Master Servicer, the Certificate Administrator and the Depositor shall notify the other parties if a
claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or
related costs, judgments, or any other costs, fees and expenses, and the related Servicer shall assume
(with the consent of the applicable party) the defense of any such claim and pay all expenses in
connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against any Servicer, the Trustee, the Master Servicer, the
Certificate Administrator, the Depositor or the Trust in respect of such claim. The provisions of this
Section 7.03(b) shall survive the resignation or removal of any Servicer, the termination of this
Agreement and the payment of the outstanding Certificates.
(c) In taking or recommending any course of action pursuant to this Agreement,
unless specifically required to do so pursuant to this Agreement, a Servicer shall not be required to
investigate or make recommendations concerning potential liabilities which the Trust might incur as a
result of such course of action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee and the Certificate Administrator if it has notice of such potential liabilities.
(d) A Servicer shall not be liable for any acts or omissions of any other
Servicer, except as otherwise expressly provided herein.
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(e) Subject to clause (a) above, the Master Servicer indemnifies and holds the
Trustee, the Certificate Administrator, the Depositor and the Trust harmless against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Trustee, the Certificate Administrator, the Depositor and the Trust
may sustain related to the failure of the Master Servicer to perform its duties and master service the
Mortgage Loans in compliance with this Agreement. The Master Servicer, the Trustee, the Certificate
Administrator and the Depositor shall notify the other parties if a claim is made that may result in
such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other
costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee and the
Depositor) the defense of any such claim and pay all expenses in connection therewith, including
reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be
entered against the Trustee, the Master Servicer, the Certificate Administrator, the Depositor or the
Trust in respect of such claim. The provisions of this Section 7.03(e) shall survive the resignation or
removal of the Master Servicer, the termination of this Agreement and the payment of the outstanding
Certificates.
(f) The Master Servicer shall not be under any obligation to appear in, prosecute
or defend any legal action that is not incidental to its duties under this Agreement and that in its
opinion may involve it in any expense or liability; provided, however, the Master Servicer may in its
discretion, with the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable with respect to this Agreement and
the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Master Servicer shall be entitled to be
reimbursed therefor out of the Collection Account as provided by Section 3.11(b) hereof. Nothing in
this Section 7.03(f) shall affect the Master Servicer's obligation to supervise, or to take such actions
as are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Sections
3.24 and 3.25 hereof.
Section 7.04 Depositor, Master Servicer and Servicers Not to Resign. Subject to
the provisions of Section 7.02, none of the Depositor, the Master Servicer or any Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law. Any such determination permitting the
resignation of the Depositor, the Master Servicer or a Servicer shall be evidenced by an Opinion of
Counsel to such effect delivered to the Trustee and the Certificate Administrator. No such resignation
by a Servicer shall become effective until the Master Servicer or a successor Servicer shall have
assumed such Servicer's responsibilities and obligations in accordance with Section 8.05 hereof, and no
such resignation by the Master Servicer shall become effective unless and until the Certificate
Administrator shall also resign and be removed in accordance with Section 9.06 hereof.
Section 7.05 Successor Master Servicer. If the Master Servicer shall for any
reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee shall
thereupon assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the
rights and obligations of such Master Servicer hereunder arising thereafter (except that the Trustee or
any successor Master Servicer shall not be (a) liable for any acts or omissions of such predecessor
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Master Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by
applicable law, (c) deemed to have made any representations or warranties of such predecessor Master
Servicer hereunder, (d) fund any losses on any Permitted Investment directed by such predecessor Master
Servicer, or (e) obligated to perform any obligation of the Master Servicer under Section 12.06 or
Section 12.08 with respect to any period of time during which the Trustee or such successor Master
Servicer was not acting as the Master Servicer). Any such assumption shall be subject to Section 8.05
hereof and shall require the removal of the Certificate Administrator in accordance with Section 9.06
hereof.
In connection with the appointment of any successor master servicer or the assumption
of the duties of the Master Servicer, the Trustee may make such arrangements for the compensation of
such successor master servicer out of payments on the Mortgage Loans as the Trustee and such successor
master servicer shall agree. Notwithstanding the foregoing, the compensation payable to a successor
master servicer may not exceed the compensation which the Master Servicer would have been entitled to
retain if the Master Servicer had continued to act as Master Servicer hereunder.
All costs incurred in connection with the transition of the master servicing to the
Trustee or the successor Master Servicer shall be paid by the predecessor Master Servicer, and if not so
paid shall be reimbursed to the Trustee by the Trust. If the Trustee is acting as Master Servicer
pursuant to either Section 7.04 or Section 8.05, all costs incurred by the Trustee acting as Master
Servicer in connection with the transition of master servicing from the Trustee to a successor Master
Servicer shall be paid by the predecessor Master Servicer from which the Trustee took over as Master
Servicer pursuant to either Section 7.04 or Section 8.05, and if not so paid shall be reimbursed to the
Trustee by the Trust.
Section 7.06 Sale and Assignment of Master Servicing. The Master Servicer may
sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer
under this Agreement, and the Depositor may terminate the Master Servicer without cause and select a new
Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and
delegation (a) shall be a Person which shall be qualified to service mortgage loans for ▇▇▇▇▇▇ ▇▇▇ or
▇▇▇▇▇▇▇ Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee and
the Depositor (as evidenced in a writing signed by the Trustee and the Depositor); and (d) shall execute
and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee,
which contains an assumption by such Person of the due and punctual performance and observance of each
covenant and condition to be performed or observed by it as master servicer under this Agreement and any
custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall
be given prior written notice of the identity of the proposed successor to the Master Servicer, and each
Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and
delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and
delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee;
(iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an
Officer's Certificate and an Opinion of Counsel addressed to the Trustee, each stating that all
conditions precedent to such action under this Agreement have been completed and such action is
permitted by and complies with the terms of this Agreement; (iv) in the event the Master Servicer is
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terminated without cause by the Depositor, the Depositor shall pay the terminated Master Servicer a
termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the
time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer; and (v)
the Certificate Administrator shall also resign and be removed in accordance with Section 9.06 hereof.
No such assignment or delegation shall affect any rights or liabilities of the Master Servicer arising
prior to the effective date thereof.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events ("Events of
Default") shall occur and be continuing:
(a) any failure by the Master Servicer or a Servicer to deposit amounts in the
Certificate Account, Collection Account or the related Servicer Custodial Account, respectively, in the
amount and manner provided herein so as to enable the Certificate Administrator to distribute to Holders
of Certificates any payment required to be made under the terms of such Certificates and this Agreement
which continues unremedied for a period of three (3) Business Days after the date upon which written
notice of such failure shall have been given to the Master Servicer or such Servicer; or
(b) failure on the part of the Master Servicer or a Servicer duly to observe or
perform in any material respect any other covenants or agreements of the Master Servicer or such
Servicer set forth in the Certificates or in this Agreement, which covenants and agreements continue
unremedied for a period of 30 days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer or such Servicer by the Certificate
Administrator, the Trustee or the Depositor, or to the Master Servicer, the Servicers, the Depositor,
the Certificate Administrator and the Trustee by the Holders of Certificates evidencing Voting Rights
aggregating not less than 25% of all Certificates affected thereby; or
(c) any breach of a representation or warranty made by a Servicer or the Master
Servicer under this Agreement, which materially and adversely affects the interests of the
Certificateholders, and which breach continues unremedied for a period of 30 days after the date on
which written notice of such breach, requiring the same to be remedied, shall have been given to such
Servicer by the Master Servicer, the Certificate Administrator, the Trustee or the Depositor, to the
Master Servicer by a Servicer, the Depositor, the Certificate Administrator or the Trustee, or to the
Servicers, the Master Servicer, the Depositor, the Certificate Administrator and the Trustee by the
Holders of Certificates evidencing Voting Rights aggregating not less than 25% of all Certificates
affected thereby; or
(d) the entry of a decree or order by a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings against
the Master Servicer or a Servicer, or for the winding up or liquidation of the Master Servicer or a
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Servicer's affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(e) the consent by the Master Servicer or a Servicer to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or a Servicer or of or relating
to substantially all of its property; or the Master Servicer or a Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(f) the failure by the Master Servicer or a Servicer to duly perform, within the
required time period, its obligations under Article XII;
then, and in each and every such case (other than an Event of Default described in clause (a) hereof
regarding a failure to make required Periodic Advances), (i) so long as an Event of Default in respect
of a Servicer shall not have been remedied by the applicable Servicer, the Master Servicer may, and at
the direction of the Holders of Certificates evidencing Voting Rights aggregating not less than 51% of
all Certificates affected thereby shall, by notice then given in writing to such Servicer, terminate all
of the rights and obligations of such Servicer under this Agreement and (ii) so long as an Event of
Default in respect of the Master Servicer shall not have been remedied by the Master Servicer, either
the Trustee or the Depositor may, and at the direction of the Holders of Certificates evidencing Voting
Rights aggregating not less than 51% of all Certificates affected thereby shall, by notice then given in
writing to the Master Servicer (and to the Trustee, if given by the Depositor, and to the Depositor, if
given by the Trustee), terminate all of the rights and obligations of the Master Servicer under this
Agreement. If an Event of Default described in clause (a) hereof regarding a failure to make required
Periodic Advances shall occur in respect of a Servicer, the Master Servicer shall, by notice to the
related Servicer, terminate all of the rights and obligations of such Servicer under this Agreement and
the Master Servicer, as successor Servicer, or another successor Servicer appointed by the Master
Servicer pursuant to Section 8.05, shall make the Periodic Advance which such Servicer failed to make
(subject to the Master Servicer's determination as to the recoverability of such Periodic Advance). If
an Event of Default described in clause (a) hereof regarding a failure to make required Periodic
Advances shall occur in respect of the Master Servicer, the Trustee shall, by notice to the Master
Servicer, terminate all of the rights and obligations of the Master Servicer under this Agreement and
the Trustee, as successor Servicer, or another successor Servicer appointed by the Trustee, acting as
successor Master Servicer, pursuant to Section 8.05, shall make the Periodic Advance which the Master
Servicer failed to make.
On or after the receipt by a Servicer of a written notice of termination pursuant to
this Section 8.01, all authority and power of such Servicer under this Agreement, whether with respect
to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Master
Servicer (or in the successor Servicer appointed by the Depositor, for an Event of Default pursuant to
Section 8.01(f)), subject to Sections 3.25 and 8.05 hereof, pursuant to and under this Section 8.01,
unless and until such time as the Master Servicer, if applicable, shall appoint a successor Servicer
pursuant to Section 8.05, and, without limitation, the Master Servicer (or the successor Servicer
appointed by the Depositor, as the case may be) is hereby authorized and empowered to execute and
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deliver, on behalf of such 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. Each Servicer agrees to cooperate with the Master Servicer (or
the successor Servicer appointed by the Depositor, as the case may be) in effecting the termination of
the responsibilities and rights of such Servicer hereunder, including, without limitation, the transfer
to the Master Servicer (or the successor Servicer appointed by the Depositor, as the case may be), for
the administration by it, of all amounts that have been deposited by such Servicer in the related
Servicer Custodial Account or thereafter received by such Servicer with respect to the Mortgage Loans.
The Master Servicer (or the successor Servicer appointed by the Depositor, as the case
may be) shall be entitled to be reimbursed by the Servicer (or by the Trust, if the Servicer is unable
to fulfill its obligations hereunder) for all costs associated with the transfer of servicing,
including, without limitation, any costs or expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing data as may be required
by the Master Servicer (or the successor Servicer appointed by the Depositor, as the case may be) to
correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer
(or the successor Servicer appointed by the Depositor, as the case may be) to service the Mortgage Loans
properly and effectively.
If the Master Servicer acts as a successor Servicer, it shall not assume liability for
the representations and warranties of the Servicer that it replaces. The Master Servicer shall use
reasonable efforts to have any successor Servicer assume liability for the representations and
warranties made by the terminated Servicer.
On or after the receipt by the Master Servicer of a written notice of termination
pursuant to this Section 8.01, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trustee (or in the successor Master Servicer appointed by the Depositor, for an Event of Default
pursuant to Section 8.01(f)), subject to Section 8.05 hereof, pursuant to and under this Section 8.01,
unless and until such time as the Trustee shall appoint a successor Master Servicer pursuant to Section
8.05, and, without limitation, the Trustee (or the successor Master Servicer appointed by the Depositor,
as the case may be) is hereby authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
termination. The Master Servicer and Certificate Administrator agree to cooperate with the Trustee (or
the successor Master Servicer appointed by the Depositor, as the case may be) in effecting the
termination of the responsibilities and rights of the Master Servicer and Certificate Administrator
hereunder, including, without limitation, the transfer to the Trustee (or the successor Master Servicer
appointed by the Depositor, as the case may be), for the administration by it, of all amounts that have
been deposited by the Master Servicer or Certificate Administrator in the Collection Account or the
Certificate Account or thereafter received by the Master Servicer or Certificate Administrator with
respect to the Mortgage Loans.
Upon obtaining notice or knowledge of the occurrence of an Event of Default, the
Person obtaining such notice or knowledge shall give prompt written notice thereof to Certificateholders
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at their respective addresses appearing in the Certificate Register and to each Rating Agency. All
costs and expenses (including attorneys' fees) incurred in connection with transferring the servicing
files to the successor Servicer and amending this Agreement to reflect such succession as Servicer
pursuant to this Section 8.01 shall be paid by the predecessor Servicer (or, if the predecessor Servicer
is the Master Servicer, by the predecessor to such predecessor, or, if not so paid, by the Trust). All
costs and expenses (including attorneys' fees) incurred in connection with transferring the master
servicing files to the successor Master Servicer and amending this Agreement to reflect such succession
as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or,
if the predecessor Master Servicer is the Trustee, by the predecessor to such predecessor, or, if not so
paid, by the Trust). Notwithstanding the termination of the Master Servicer or any Servicer pursuant
hereto, the Master Servicer and each Servicer shall remain liable for any causes of action arising out
of any Event of Default relating to the Master Servicer or such Servicer, respectively, occurring prior
to such termination.
The Holders of Certificates entitled to at least 66 2/3% of the Voting Rights
allocated to the Classes of Certificates affected by an Event of Default may, on behalf of all
Certificateholders, waive any events permitting removal of the Master Servicer as the Master Servicer or
a Servicer as servicer pursuant to this Article VIII, provided, however, that an Event of Default
involving making a required distribution on a Certificate may only be waived by all Holders of
Certificates, provided further, however, that an Event of Default under Section 8.01(f) may only be
waived with the consent of the Depositor. Upon any waiver of a past default, such default shall cease
to exist and any Event of Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any
right consequent thereto except to the extent expressly so waived. Notice of any such waiver shall be
given by the Certificate Administrator to the Rating Agencies.
Section 8.02 Remedies of Trustee. During the continuance of any Event of Default,
so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 8.01, shall have the right, in its own name as trustee of an express trust, to take
all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies
and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including
the institution and prosecution of all judicial, administrative and other proceedings and the filing of
proofs of claim in connection therewith). Except as otherwise expressly provided in this Agreement, no
remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of
Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee During Event
of Default. During the continuance of any Event of Default, Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of each Class of Certificates affected thereby may direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee under this Agreement; provided, however, that the Trustee
shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers
vested in it by this Agreement (including, without limitation, (a) the conducting or defending of any
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administrative action or litigation hereunder or in relation hereto, and (b) the terminating of the
Master Servicer or any successor Master Servicer from its rights and duties as servicer hereunder) at
the request, order or direction of any of the Certificateholders, unless such Certificateholders shall
have offered to the Trustee security or indemnity reasonable to the Trustee against the costs, expenses
and liabilities which may be incurred therein or thereby and, provided further, that, subject to the
provisions of Section 9.01, the Trustee shall have the right to decline to follow any such direction if
the Trustee, based upon an Opinion of Counsel, determines that the action or proceeding so directed may
not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so
directed would involve it in personal liability or be unjustly prejudicial to the non-assenting
Certificateholders.
Section 8.04 Action upon Certain Failures of the Master Servicer or a Servicer and
upon Event of Default. In the event that a Responsible Officer of the Certificate Administrator or the
Trustee shall have actual knowledge of any failure of the Master Servicer or a Servicer specified in
Section 8.01(a) or (b) which would become an Event of Default upon the Master Servicer's or such
Servicer's failure to remedy the same after notice, the Certificate Administrator or the Trustee, as the
case may be, shall give notice thereof to the Master Servicer or such Servicer, as applicable. If a
Responsible Officer of the Certificate Administrator or the Trustee shall have knowledge of an Event of
Default, the Certificate Administrator or the Trustee, as the case may be, shall give prompt written
notice thereof to the Certificateholders.
Section 8.05 Trustee and Master Servicer to Act; Appointment of Successors.
(a) If an Event of Default (other than an Event of Default pursuant to Section
8.01(f)) occurs with respect to the Master Servicer, the Trustee shall take action as follows:
(i) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 8.01, the Trustee shall, subject to the provisions of Section
7.05 hereof, be the successor in all respects to the Master Servicer in its capacity as master
servicer under this Agreement and the transactions set forth or provided for herein and shall
be subject to all the responsibilities, duties and liabilities relating thereto placed on the
Master Servicer by the terms and provisions hereof or shall appoint a successor pursuant to
Section 7.05. Notwithstanding anything provided herein to the contrary, under no circumstances
shall any provision of this Agreement be construed to require the Trustee, acting in its
capacity as successor to the Master Servicer in its obligation to make Advances, to advance,
expend or risk its own funds or otherwise incur any financial liability in the performance of
its duties hereunder if it shall have reasonable grounds for believing that such funds are
non-recoverable. Notwithstanding the above, the Trustee may, if it shall be unwilling so to
act, or shall, if it is legally unable so to act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution having a net
worth of not less than $15,000,000 as the successor to the terminated Master Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or liabilities of the
Master Servicer hereunder; provided, however, that any such institution appointed as successor
Master Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the
then current rating of any Class of Certificates immediately prior to the termination of the
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terminated Master Servicer. The appointment of the Trustee or any other successor Master
Servicer shall not affect any liability of the predecessor Master Servicer which may have
arisen under this Agreement prior to its termination as Master Servicer, nor shall the Trustee
or any other successor Master Servicer be liable for any acts or omissions of the predecessor
Master Servicer or for any breach by such predecessor Master Servicer of any of its
representations or warranties contained herein or in any related document or agreement.
Pending appointment of a successor to the terminated Master Servicer hereunder, unless the
Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided
above. The Trustee and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.
(b) If an Event of Default (other than an Event of Default pursuant to Section
8.01(f)) occurs with respect to a Servicer, the Master Servicer shall take action as follows:
(i) On and after the time a Servicer receives a notice of termination
pursuant to Section 8.01, the Master Servicer shall, subject to the provisions of Section 3.25
hereof, be the successor in all respects to such Servicer in its capacity as servicer under
this Agreement and the transactions set forth or provided for herein and shall be subject to
all the responsibilities, duties and liabilities relating thereto placed on such Servicer by
the terms and provisions hereof or shall appoint a successor pursuant to Section 3.25.
Notwithstanding anything provided herein to the contrary, under no circumstances shall any
provision of this Agreement be construed to require the Master Servicer, acting in its capacity
as successor to a Servicer in its obligation to make Advances, to advance, expend or risk its
own funds or otherwise incur any financial liability in the performance of its duties hereunder
if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject
to Section 8.05(b)(ii), as compensation therefor, the Master Servicer shall be entitled to such
compensation as the terminated Servicer would have been entitled to hereunder if no such notice
of termination had been given. Notwithstanding the above, the Master Servicer may, if it shall
be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home finance
institution having a net worth of not less than $15,000,000 as the successor to the terminated
Servicer hereunder in the assumption of all or any part of the responsibilities, duties or
liabilities of such Servicer hereunder; provided, however, that any such institution appointed
as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely
affect the then current rating of any Class of Certificates immediately prior to the
termination of the terminated Servicer. The appointment of the Master Servicer or any other
successor Servicer shall not affect any liability of the predecessor Servicer which may have
arisen under this Agreement prior to its termination as a Servicer, nor shall the Master
Servicer or any other successor Servicer be liable for any acts or omissions of the predecessor
Servicer or for any breach by such predecessor Servicer of any of its representations or
warranties contained herein or in any related document or agreement. Pending appointment of a
successor to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law
from so acting, the Master Servicer shall act in such capacity as provided above. The Master
Servicer and such successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.
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(ii) In connection with the appointment of a successor Servicer or the
assumption of the duties of a Servicer, as specified in Section 8.05(b)(i), the Master Servicer
may make such arrangements for the compensation of such successor out of payments on Mortgage
Loans serviced by the predecessor Servicer as it and such successor shall agree, not to exceed
the Servicing Fee Rate.
(c) If an Event of Default pursuant to Section 8.01(f) occurs with respect to a
Servicer or the Master Servicer, on and after the time such Servicer or the Master Servicer receives a
notice of termination pursuant to Section 8.01, the successor to such Servicer or the Master Servicer
appointed by the Depositor shall be the successor in all respects to such Servicer or the Master
Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject
to all the responsibilities, duties and liabilities relating thereto placed on such Servicer or the
Master Servicer by the terms and provisions hereof. The successor to such Servicer or Master Servicer
shall be an established housing and home finance institution having a net worth of not less than
$15,000,000; provided, however, that any such institution appointed as successor Servicer or Master
Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current
rating of any Class of Certificates immediately prior to the termination of the terminated Servicer or
Master Servicer, as applicable. The appointment of the successor Servicer or Master Servicer shall not
affect any liability of the predecessor Servicer or Master Servicer, as applicable, which may have
arisen under this Agreement prior to its termination as a Servicer or Master Servicer, nor shall the
successor Servicer or Master Servicer be liable for any acts or omissions of the predecessor Servicer or
Master Servicer, as applicable, or for any breach by such predecessor Servicer or Master Servicer of any
of its representations or warranties contained herein or in any related document or agreement. Any such
successor Servicer or Master Servicer shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. In connection with the appointment of a successor
Servicer or the assumption of the duties of a Servicer, the Master Servicer may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans serviced by the predecessor
Servicer as it and such successor shall agree, not to exceed the Servicing Fee Rate.
Section 8.06 Notification to Certificateholders. Upon any termination or
appointment of a successor to the Master Servicer or a Servicer pursuant to this Article VIII, the
Certificate Administrator shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to the Rating Agencies.
ARTICLE IX
THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
Section 9.01 Duties of Trustee and the Certificate Administrator.
(a) The Trustee prior to the occurrence of an Event of Default of which a
Responsible Officer of the Trustee shall have actual knowledge with respect to the Master Servicer and
after the curing or waiver of all Events of Default with respect to the Master Servicer which may have
occurred, undertakes to perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default with respect to the Master Servicer has occurred of which a
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Responsible Officer of the Trustee shall have actual knowledge (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise as a reasonably prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs. The Certificate Administrator shall
perform such duties and only such duties as are specifically required of it, as set forth in this
Agreement.
The Trustee and the Certificate Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to such
Person which are specifically required to be furnished pursuant to any provision of this Agreement,
shall examine them to determine whether they conform to the requirements of this Agreement; provided
however that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Servicers or the Depositor hereunder. If any such instrument is found not
to conform in any material respect to the requirements of this Agreement, the Trustee or the Certificate
Administrator, as the case may be, shall notify the Certificateholders of such instrument in the event
that the Trustee or the Certificate Administrator, as the case may be, after so requesting, does not
receive a satisfactorily corrected instrument.
(b) No provision of this Agreement shall be construed to relieve the Trustee or
the Certificate Administrator from liability for its own negligent action, its own negligent failure to
act or its own willful misfeasance; provided, however, that:
(i) Prior to the occurrence of an Event of Default with respect to the Master
Servicer of which a Responsible Officer of the Trustee shall have actual knowledge, and after
the curing or waiver of all such Events of Default with respect to the Master Servicer which
may have occurred, the duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement; neither the Trustee nor the Certificate Administrator
shall be liable except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith
on the part of the Trustee and the Certificate Administrator, the Trustee and the Certificate
Administrator may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and
the Certificate Administrator by the Depositor, the Master Servicer or any Servicer and which
on their face, do not contradict the requirements of this Agreement;
(ii) Neither the Trustee (in its individual capacity) nor the Certificate
Administrator (in its individual capacity) shall be personally liable for an error of judgment
made in good faith by any Responsible Officer or other officers thereof, unless it shall be
proved that the Trustee or the Certificate Administrator, as the case may be, was negligent in
ascertaining the pertinent facts;
(iii) Neither the Trustee (in its individual capacity) nor the Certificate
Administrator (in its individual capacity) shall be personally liable with respect to any
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action taken, suffered or omitted to be taken by it in good faith in accordance with the
direction of Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any default or Event of
Default unless a Responsible Officer of the Trustee assigned to and working in the Corporate
Trust Office obtains actual knowledge of such default or Event of Default or any officer of the
Trustee receives written notice of such default or Event of Default at its Corporate Trust
Office. In the absence of such notice or actual knowledge, the Trustee may conclusively assume
that there is no default or Event of Default;
(v) The Certificate Administrator shall not be charged with knowledge of any
default (other than a default in payment to the Certificate Administrator) unless a Responsible
Officer of the Certificate Administrator assigned to working in the Corporate Trust Office
obtains actual knowledge of such failure or event or any officer of the Certificate
Administrator receives written notice of such failure or event at its Corporate Trust Office
and in the absence of receipt of such notice or actual knowledge, the Certificate Administrator
may conclusively assume that there is no default or Event of Default;
(vi) No provision in this Agreement shall require the Trustee or the Certificate
Administrator to expend or risk its own funds (including, without limitation, the making of any
Advance by the Trustee as a successor Master Servicer) or otherwise incur any personal
financial liability in the performance of any of its duties as Trustee or Certificate
Administrator hereunder, or in the exercise of any of its rights or powers, if the Trustee or
the Certificate Administrator shall have reasonable grounds for believing that repayment of
funds or adequate indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require the Trustee or
the Certificate Administrator to perform, or be responsible for the manner or performance of,
any of the obligations of a Servicer under this Agreement, except, with respect to the Master
Servicer, during such time, if any, as the Trustee shall be the successor to, and be vested
with the rights, duties, powers and privileges of, the predecessor Master Servicer in
accordance with the terms of this Agreement; and
(vii) Neither the Certificate Administrator nor the Trustee shall have a duty (A) to
see to any recording, filing, or depositing of this Agreement or any agreement referred to
herein or any financing statement or continuation statement, or to see to the maintenance of
any such recording or filing or depositing or to any rerecording, refiling or redepositing of
any thereof, (B) to see to any insurance, or (C) to see to the payment or discharge or any tax,
assessment, or other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Estate other than from funds
available in the Certificate Account.
Section 9.02 Certain Matters Affecting the Trustee and Certificate Administrator.
Except as otherwise provided in Section 9.01:
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(i) Each of the Trustee and the Certificate Administrator may request and rely
upon and shall be protected in acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper or document believed by
it to be genuine and to have been signed or presented by the proper parties;
(ii) Each of the Trustee and the Certificate Administrator may consult with counsel
and any advice or Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;
(iii) Neither the Trustee nor the Certificate Administrator shall be under any
obligation to exercise any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as the case may be, reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default of
which a Responsible Officer shall have actual knowledge (which has not been cured or waived),
to exercise such of the rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs;
(iv) Neither the Trustee nor the Certificate Administrator shall be personally
liable for any action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder of which a
Responsible Officer of the Trustee shall have actual knowledge and after the curing or waiving
of all Events of Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing so to do by Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less than 50%; provided,
however, that if the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to so proceeding;
(vi) Prior to the occurrence of an Event of Default hereunder and after the curing
or waiving of all Events of Default which may have occurred, the Certificate Administrator
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shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests
aggregating not less than 50%; provided, however, that if the payment within a reasonable time
to the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is, in the opinion of the Certificate Administrator, not
reasonably assured to the Certificate Administrator by the security afforded to it by the terms
of this Agreement, the Certificate Administrator may require reasonable indemnity against such
expense or liability or payment of such estimated expenses as a condition to so proceeding; and
(vii) The right of the Trustee and the Certificate Administrator to perform any
discretionary act enumerated in this Agreement shall not be construed as a duty, and neither
the Certificate Administrator nor the Trustee shall be answerable for other than it negligence
or willful misconduct in the performance of such act;
(viii) Neither the Trustee nor the Certificate Administrator shall be required to
give any bond or surety in respect of the execution of the Trust created hereby or the powers
granted hereunder; and
(ix) The Certificate Administrator and the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or through agents or
attorneys or the Custodian or any other custodian or nominee, and neither the Trustee nor the
Certificate Administrator shall be responsible for any misconduct or negligence on the part of
(1) any such agent, attorney or custodian appointed by them with due care, or (2) the Custodian.
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Section 9.03 Neither Trustee nor Certificate Administrator Liable for Certificates
or Mortgage Loans. The recitals contained herein and in the Certificates (other than the execution of,
and the authentication of, the Certificates by the Trustee) shall not be taken as the statements of the
Trustee or the Certificate Administrator, and neither the Trustee nor the Certificate Administrator
assumes responsibility for their correctness. Neither the Trustee nor the Certificate Administrator
makes any representations as to the validity or sufficiency of this Agreement or of the Certificates or
any Mortgage Loans save that the Trustee and the Certificate Administrator represent that, assuming due
execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed
and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, subject to applicable insolvency, receivership, moratorium and other laws
affecting the rights of creditors generally, and to general principles of equity and the discretion of
the court (regardless of whether considered in a proceeding in equity or at law). Neither the Trustee
nor the Certificate Administrator shall be accountable for the use or application by the Depositor of
funds paid to the Depositor in consideration of the assignment of the Mortgage Loans hereunder by the
Depositor, or for the use or application of any funds paid to Subservicers or any Servicer in respect of
the Mortgage Loans or deposited into a Servicer Custodial Account, the Collection Account or any other
account hereunder (other than the Certificate Account) by the Master Servicer or a Servicer.
Neither the Trustee nor the Certificate Administrator shall at any time have any
responsibility or liability for or with respect to the legality, validity and enforceability of any
Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any
such perfection and priority or for or with respect to the sufficiency of the Trust Estate or its
ability to generate the payments to be distributed to Certificateholders under this Agreement,
including, without limitation: the existence, condition and ownership of any Mortgaged Property; the
existence and enforceability of any hazard insurance thereon (other than if the Trustee shall assume the
duties of a predecessor Master Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Master Servicer); the validity of the assignment of any Mortgage
Loan to the Trustee or of any intervening assignment; the completeness of any Mortgage Loan; the
performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of a
predecessor Master Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor Master Servicer); the compliance by the Depositor, the Master Servicer or the
Servicers with any warranty or representation made under this Agreement or in any related document or
the accuracy of any such warranty or representation; any investment of monies by or at the direction of
the Master Servicer or a Servicer or any loss resulting therefrom, it being understood that the Trustee
and the Certificate Administrator shall remain responsible for any part of the Trust Estate that either
party may hold in its individual capacity; the acts or omissions of any of the Depositor, the Master
Servicer (other than if the Trustee shall assume the duties of a predecessor Master Servicer pursuant to
Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor Master Servicer),
any Servicer, any Subservicer or any Mortgagor; any action of the Master Servicer (other than if the
Trustee shall assume the duties of a predecessor Master Servicer pursuant to Section 8.05 and thereupon
only for the acts or omissions of the Trustee as successor Master Servicer), any Servicer or any
Subservicer taken in the name of the Trustee or the Certificate Administrator; the failure of the Master
Servicer, any Servicer or any Subservicer to act or perform any duties required of it as agent of the
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Trustee or the Certificate Administrator hereunder; or any action by the Trustee or the Certificate
Administrator taken at the instruction of the Master Servicer (other than if the Trustee shall assume
the duties of a predecessor Master Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Master Servicer) or any Servicer; provided, however, that the
foregoing shall not relieve the Trustee or the Certificate Administrator of its obligation to perform
its duties under this Agreement.
Section 9.04 Trustee and Certificate Administrator May Own Certificates. Each of
the Trustee and the Certificate Administrator in their individual or any other capacities may become the
owner or pledgee of Certificates with the same rights it would have if it were not Trustee or
Certificate Administrator and may otherwise deal with the Master Servicer, any Servicer, any Subservicer
or any of their respective affiliates with the same right it would have if it were not the Trustee or
the Certificate Administrator.
Section 9.05 Eligibility Requirements for Trustee, Certificate Administrator.
Each of the Trustee and the Certificate Administrator hereunder shall at all times be (a) an institution
the deposits of which are fully insured by the FDIC and (b) a corporation or banking association
organized and doing business under the laws of the United States of America or of any State, authorized
under such laws to exercise corporate trust powers, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State authority and (c) with
respect to every successor trustee or certificate administrator hereunder either an institution (i) the
long-term unsecured debt obligations of which are rated at least "A" by Fitch and S&P and "A2" by
▇▇▇▇▇'▇ or (ii) whose serving as Trustee or Certificate Administrator hereunder would not result in the
lowering of the ratings originally assigned to any Class of Certificates. The Trustee shall not be an
affiliate of the Depositor, the Master Servicer or any Servicer. If such corporation or banking
association publishes reports of condition at least annually, pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for the purposes of this Section 9.05, the
combined capital and surplus of such corporation or banking association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In case
at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with
the provision of this Section 9.05, the Trustee or the Certificate Administrator, as the case may be,
shall resign immediately in the manner and with the effect specified in Section 9.06. The Certificate
Administrator and any successor Certificate Administrator may not be the Depositor or an affiliate of
the Depositor, or an originator, the Master Servicer, a Servicer or Subservicer of the Mortgage Loans,
unless the Certificate Administrator is an institutional trust department.
Section 9.06 Resignation and Removal of Trustee and the Certificate Administrator.
The Trustee may at any time resign and be discharged from the trust hereby created by giving written
notice thereof to the Depositor, the Certificate Administrator, the Master Servicer and the Servicers
and mailing a copy of such notice to all Holders of record. The Certificate Administrator may at any
time resign (including in connection with the resignation or termination of the Master Servicer) by
giving written notice thereof to the Trustee, the Master Servicer and the Depositor and mailing a copy
of such notice to all Holders of record; provided that any resignation and removal of the Certificate
Administrator shall not be effective unless and until the Master Servicer resigns and is removed in
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accordance with Section 7.04 hereof. The Trustee or the Certificate Administrator, as applicable, shall
also mail a copy of such notice of resignation to each Rating Agency. Upon receiving such notice of
resignation, the Depositor shall use its best efforts to promptly appoint a mutually acceptable
successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee or Certificate Administrator, as
applicable, and one copy to the successor Trustee or Certificate Administrator, as applicable. If no
successor Trustee or Certificate Administrator, as the case may be, shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the
appointment of a successor Trustee or Certificate Administrator.
If (i) at any time the Trustee or the Certificate Administrator shall cease to be
eligible in accordance with the provisions of Section 9.05 and shall fail to resign after written
request therefor by a Servicer, (ii) at any time the Trustee or the Certificate Administrator shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver or conservator
of the Trustee or the Certificate Administrator or of their respective property shall be appointed, or
any public officer shall take charge or control of the Trustee or the Certificate Administrator or of
their respective property or affairs for the purpose of rehabilitation, conservation or liquidation,
(iii) the Certificate Administrator fails to timely comply with Article XII, or (iv) the Certificate
Administrator is the Master Servicer, and a successor master servicer is appointed pursuant to Section
7.05 or Sections 8.01 and 8.05, then the Depositor may remove the Trustee or the Certificate
Administrator, as the case may be, and appoint a successor Trustee or Certificate Administrator by
written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the
Certificate Administrator, as applicable, so removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the Voting Rights may at
any time remove the Trustee or the Certificate Administrator by written instrument or instruments
delivered to the Servicers and the Trustee or the Certificate Administrator, as applicable; the
Depositor shall thereupon use its best efforts to appoint a mutually acceptable successor Trustee or
Certificate Administrator, as the case may be, in accordance with this Section 9.06.
Any resignation or removal of the Trustee or Certificate Administrator and appointment
of a successor Trustee or successor Certificate Administrator pursuant to any of the provisions of this
Section 9.06 shall become effective upon acceptance of appointment by the successor Trustee or
Certificate Administrator, as the case may be, as provided in Section 9.07. Notwithstanding the
foregoing, in the event the Certificate Administrator advises the Trustee that it is unable to continue
to perform its obligations pursuant to the terms of this Agreement prior to the appointment of a
successor, the Trustee shall be obligated to perform such obligations until a new Certificate
Administrator is appointed. Such performance shall be without prejudice to any claim by a party hereto
or beneficiary hereof resulting from the Certificate Administrator's breach of its obligations
hereunder. As compensation therefore, the Trustee shall be entitled to all fees the Certificate
Administrator would have been entitled to if it had continued to act hereunder.
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Section 9.07 Successor Trustee or Certificate Administrator. Any successor
Trustee or successor Certificate Administrator appointed as provided in Section 9.06 shall execute,
acknowledge and deliver to the Depositor and to its predecessor Trustee or Certificate Administrator, as
applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator shall become effective and such successor
Trustee or Certificate Administrator, as the case may be, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee or Certificate Administrator, as
applicable, herein. The predecessor Trustee or Certificate Administrator shall duly assign, transfer,
deliver and pay over to the successor Trustee or Certificate Administrator, as the case may be, all
related documents and statements, and money and other property held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as may be reasonably
required to effect such transfer and such of the records or copies thereof maintained by the predecessor
Trustee or Certificate Administrator in the administration hereof as may be reasonably requested by the
successor Trustee or Certificate Administrator, as the case may be, and shall thereupon be discharged
from all duties and responsibilities under this Agreement; provided, however, that if the predecessor
Trustee or Certificate Administrator has been terminated pursuant to the third paragraph of Section
9.06, all reasonable expenses of the predecessor Trustee or Certificate Administrator incurred in
complying with this Section 9.07 shall be reimbursed by the Trust.
No successor Trustee or Certificate Administrator shall accept appointment as provided
in this Section 9.07 unless at the time of such appointment such successor Trustee or Certificate
Administrator, as the case may be, shall be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as
applicable, as provided in this Section 9.07, the Certificate Administrator shall cooperate to mail
notice of the succession of such Trustee or Certificate Administrator, as the case may be, hereunder to
all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating
Agency.
Section 9.08 Merger or Consolidation of Trustee or the Certificate Administrator.
Any corporation or banking association into which either the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated, or any corporation or banking
association resulting from any merger, conversion or consolidation to which the Trustee or the
Certificate Administrator shall be a party, or any corporation or banking association succeeding to all
or substantially all of the corporate trust business of the Trustee or the Certificate Administrator,
shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, if
such corporation or banking association is eligible under the provisions of Section 9.05, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any
of the provisions hereof, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any Mortgaged Property may at the time be located or for any other reason, the
Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all
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instruments to appoint one or more Persons approved by the Trustee as co-trustee or separate trustee of
all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the
Trust Estate, or any part thereof, and, subject to the other provision of this Section 9.09, such
powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider
necessary or desirable. If the Master Servicer shall not have joined in such appointment within ten
days after the receipt by it of a request to do so, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice to Holders of Certificates of the
appointment of a co-trustee or a separate trustee shall be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee pursuant to this
Section 9.09, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be
conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
acts are to be performed, the Trustee shall be incompetent or unqualified to perform such acts, in which
event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee
or co-trustee at the direction of the Trustee. No trustee hereunder shall be held personally liable by
reason of any act or omission of any other trustee hereunder; provided, however, that no appointment of
a co-trustee or separate trustee hereunder shall relieve the Trustee of its obligations hereunder.
Any notice, request or other writing given to the Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all
the provisions of this Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent
or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall become incapable of acting, resign or be removed, or shall be adjudged a bankrupt or
insolvent, or a receiver of its property shall be appointed, or any public officer shall take charge or
control of such trustee or co-trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, all of its estates, properties, rights, remedies and trusts shall vest in
and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee. The Trustee may, at any time, accept the resignation of or remove any separate
trustee or co-trustee.
Section 9.10 Authenticating Agents. The Certificate Administrator may appoint one
or more authenticating agents ("Authenticating Agents") which shall be authorized to act on behalf of
the Certificate Administrator in authenticating or countersigning Certificates. Initially, the
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Authenticating Agent shall be U.S. Bank National Association. Wherever reference is made in this
Agreement to the authentication or countersigning of Certificates by the Certificate Administrator or
the Certificate Administrator's certificate of authentication or countersigning, such reference shall be
deemed to include authentication or countersigning on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication or countersignature executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be a corporation or banking association organized
and doing business under the laws of the United States of America or of any State, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by Federal or State authorities.
Any corporation or banking association into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any corporation or banking association succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee, the Certificate Administrator and the Master Servicer. The Certificate
Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent, the Certificate Registrar and the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Certificate
Administrator may appoint a successor Authenticating Agent, shall give written notice of such
appointment to the Master Servicer and the Trustee and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent. Each Authenticating Agent
shall be entitled to the rights and benefits and immunities of this Article IX.
Section 9.11 Trustee's Fees and Expenses and Certificate Administrator's Fees and
Expenses. The Trustee, as compensation for its services hereunder, shall be entitled to an annual fee
in an amount agreed upon between the Trustee and the Certificate Administrator, payable by the
Certificate Administrator out of its own funds and not out of any funds of the Trust Estate. The
Certificate Administrator will be entitled to the Certificate Administrator Fee for the performance of
its activities hereunder. In addition, the Certificate Administrator will be entitled to all income and
gain realized from any investment of funds in the Certificate Account, if any, pursuant to Section 3.08,
for the performance of its activities hereunder. The Trustee and the Certificate Administrator and any
director, officer, employee or agent of the Trustee and the Certificate Administrator shall be
indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable
attorney's fees) (a) incurred in connection with (i) any claim or legal action relating to this
Agreement or the Certificates or (ii) the performance of any of the Trustee's or the Certificate
Administrator's duties relating to this Agreement or the Certificates, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of
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its duties hereunder, (b) resulting from any tax or information return which was prepared by, or should
have been prepared by, the Servicers or (c) arising out of the transfer of any Private Certificate not
in compliance with ERISA. Notwithstanding anything in this Agreement to the contrary, the Trustee shall
not be liable for any special, indirect or consequential damages (including but not limited to lost
profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee or Certificate Administrator, as applicable, hereunder. Without
limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee or
the Certificate Administrator, as applicable, and except for any such expense, disbursement or advance
as may arise from the Trustee's or the Certificate Administrator's negligence, bad faith or willful
misconduct, the Trust shall reimburse the Trustee and the Certificate Administrator for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator,
as applicable, in accordance with any of the provisions of this Agreement to the extent permitted by
Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii). Except as otherwise provided herein, neither
the Trustee nor the Certificate Administrator shall be entitled to payment or reimbursement for any
routine ongoing expenses incurred by the Trustee or the Certificate Administrator, as applicable, in the
ordinary course of its duties as Trustee or Certificate Administrator, Certificate Registrar or paying
agent hereunder or for any other expenses.
Section 9.12 [Reserved].
Section 9.13 [Reserved].
Section 9.14 Limitation of Liability. The Certificates are executed by the
Trustee, not in its individual capacity but solely as Trustee of the Trust, in the exercise of the
powers and authority conferred and vested in it by this Agreement. Each of the undertakings and
agreements made on the part of the Trustee in the Certificates is made and intended not as a personal
undertaking or agreement by the Trustee but is made and intended for the purpose of binding only the
Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of Certificates. All
rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by
the Trustee without the possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall be brought in its own
name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel,
be for the ratable benefit of the Certificateholders in respect of which such judgment has been
recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or other default
by the Master Servicer, any Servicer or the Depositor hereunder of which a Responsible Officer of the
Trustee shall have actual knowledge shall occur and be continuing, the Trustee, in its discretion, may
proceed to protect and enforce its rights and the rights of the Holders of Certificates under this
Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid of the execution of any
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power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as
the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. Each of the Trustee and the Certificate
Administrator shall be relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust Estate, or any part thereof, may be located that the Trustee or the
Certificate Administrator post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement. Each of
the Trustee and the Certificate Administrator shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust Estate, or any part thereof, may be
located that the Trustee or the Certificate Administrator file any inventory, accounting or appraisal of
the Trust Estate with any court, agency or body at any time or in any manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Master Servicer or Liquidation of
All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities of the
Depositor, the Master Servicer, the Servicers, the Certificate Administrator and the Trustee created
hereby (other than the obligation of Certificate Administrator to make certain payments to
Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set
forth and the obligations of the Certificate Administrator pursuant to Sections 5.04(b) and 5.05(b))
shall terminate upon the last action required to be taken by the Certificate Administrator on the Final
Distribution Date pursuant to this Article X following the earlier of (a) the purchase by U.S. Bank (or
a successor Master Servicer thereto) of all Mortgage Loans and all REO Property remaining in the Trust
Estate at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan
(other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is
included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as
determined by such Servicer as of the close of business on the third Business Day next preceding the
date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth
paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Class of Certificates as
well as one month's interest at the related Mortgage Interest Rate on the Stated Principal Balance of
each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate or the disposition of all REO Property.
Regardless of the foregoing, in no event shall the Trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, the late ambassador of the United States to the Court of St. James's, living on the date hereof.
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The right of U.S. Bank (or a successor Master Servicer thereto) to repurchase all of
the Mortgage Loans is conditioned upon the Pool Stated Principal Balance as of the Final Distribution
Date being less than 5% of the Cut-off Date Pool Principal Balance. If such right is exercised, the
Custodian shall, promptly following payment of the purchase price, release to U.S. Bank or its designee
the Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which shall be a
date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their
Certificates to the Certificate Administrator for payment of the final distribution and for
cancellation, shall be given promptly by U.S. Bank (if exercising its right to purchase the assets of
the Trust) or by the Certificate Administrator (in any other case) by letter to Certificateholders
mailed not earlier than the 15th day and not later than the 20th day of the month next preceding the
month of such final distribution specifying (1) the Final Distribution Date upon which final payment of
the Certificates will be made upon presentation and surrender of Certificates at the office or agency of
the Certificate Administrator therein designated, (2) the amount of any such final payment and (3) that
the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Certificates at the office or agency of the Certificate
Administrator therein specified. If U.S. Bank is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee, each Servicer, the Certificate Administrator and
the Certificate Registrar at the time such notice is given to Certificateholders. In the event such
notice is given by U.S. Bank, U.S. Bank shall deposit in the Certificate Account at least one Business
Day prior to the Final Distribution Date in immediately available funds an amount equal to the amount
necessary to make the amount, if any, on deposit in the Certificate Account on the Final Distribution
Date equal to the purchase price for the related assets of the Trust computed as above provided together
with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next
succeeding paragraph.
Upon presentation and surrender of the Certificates, the Certificate Administrator
shall cause to be distributed to Certificateholders of each Class, to the extent that funds are
sufficient therefor, in the order set forth in Section 5.02 hereof, on the Final Distribution Date and
in proportion to their respective Percentage Interests, with respect to Certificateholders of the same
Class, an amount equal to (I) as to each Class of Certificates, the Class Certificate Balance thereof
plus accrued interest thereon in the case of an interest bearing Certificate and (II) as to the Class
1-A-R Certificates, the amounts, if any, which remain on deposit in the Upper-Tier Certificate Account
(other than the amounts retained to meet claims) after application pursuant to clause (I) above.
If all of the Certificateholders do not surrender their Certificates for final payment
and cancellation on or before the Final Distribution Date, the Certificate Administrator shall on such
date cause all funds in the Certificate Account not distributed in final distribution to
Certificateholders to continue to be held by the Certificate Administrator in an Eligible Account for
the benefit of such Certificateholders and the Servicers (if it exercised its right to purchase the
assets of the Trust Estate) or the Certificate Administrator (in any other case) shall give a second
written notice to the remaining Certificateholders to surrender their Certificates for cancellation and
receive the final distribution with respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Certificate Administrator may take
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appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of
the funds on deposit in such Eligible Account.
Section 10.02 Additional Termination Requirements.
(a) If U.S. Bank exercises its purchase option as provided in Section 10.01, the
Trust shall be terminated in accordance with the following additional requirements, unless the
Certificate Administrator and the Trustee have received an Opinion of Counsel to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the
imposition of taxes on "prohibited transactions" of the Trust as defined in Section 860F of the Code, or
(ii) cause the Trust Estate to fail to qualify as two separate REMICs at any time that any Certificates
are outstanding:
(i) within 90 days prior to the Final Distribution Date set forth in the notice
given by U.S. Bank under Section 10.01, the Trustee shall sell all of the assets of the Trust
Estate to U.S. Bank for cash; and
(ii) the notice given by U.S. Bank or the Certificate Administrator pursuant to
Section 10.01 shall provide that such notice constitutes the adopting of a plan of complete
liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC as of the date of such notice (or,
if earlier, the date on which such notice was mailed to Certificateholders). The Certificate
Administrator shall also specify such date in the final tax return of the Upper-Tier REMIC and
Lower-Tier REMIC.
(b) By their acceptance of the Residual Certificates, the Holders thereof hereby
agree to take such other action in connection with such plan of complete liquidation as may be
reasonably requested by the Depositor, the Trustee or the Certificate Administrator.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Servicers, the Certificate Administrator and the Trustee without the
consent of any of the Certificateholders, but if such amendment would adversely affect or add to the
duties of the Custodian, with the consent of the Custodian (i) to cure any ambiguity or mistake, (ii) to
correct or supplement any provisions herein or therein which may be inconsistent with any other
provisions of this Agreement, any amendment to this Agreement, the Certificates or the related
Prospectus Supplement, (iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of the Upper-Tier REMIC and the Lower-Tier REMIC as
REMICs at all times that any Certificates are outstanding or to avoid or minimize the risk of the
imposition of any tax on either REMIC pursuant to the Code that would be a claim against the Trust
Estate, provided that (a) the Trustee and the Certificate Administrator have received an Opinion of
Counsel to the effect that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action shall not, as evidenced
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by such Opinion of Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (b) such change shall not adversely affect
the then-current rating of the Senior Certificates, the Class B-1 Certificates, the Class B-2
Certificates, the Class B-3 Certificates, the Class B-4 Certificates or the Class B-5 Certificates as
evidenced by a letter from any Rating Agency rating such Certificates to such effect, (v) to comply with
Regulation AB, and (vi) to make any other provisions with respect to matters or questions arising under
this Agreement which shall not be materially inconsistent with the provisions of this Agreement,
provided that such action pursuant to this clause (vi) shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder, provided that the
amendment shall not be deemed to adversely affect in any material respect the interests of the
Certificateholders and no Opinion of Counsel to that effect shall be required if the Person requesting
the amendment obtains a letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the Certificates.
Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment
to this Agreement for which consent of the Certificateholders has not been obtained unless it shall have
first received an Opinion of Counsel (subject to Section 5.08 and at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power granted to the Master
Servicer, the Certificate Administrator, the Depositor or the Trustee in accordance with such amendment
will not result in the imposition of a federal tax on the Trust or cause any REMIC created hereunder to
fail to qualify as a REMIC at any time that any Certificate is outstanding.
This Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Servicers, the Certificate Administrator and the Trustee, with the consent of the Holders
of Certificates of each Class of Certificates which is affected by such amendment, evidencing, as to
each such Class of Certificates, Percentage Interests aggregating not less than 66-2/3%, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Holders of such Certificates; provided,
however, that no such amendment shall (A) reduce in any manner the amount of, or delay the timing of,
collections of payments on Mortgage Loans or distributions which are required to be made on any
Certificate without the consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of all Certificates then
Outstanding.
Prior to the solicitation of consent of Certificateholders in connection with any such
amendment, the party seeking such amendment shall furnish the Trustee and the Certificate Administrator
with an Opinion of Counsel stating whether such amendment would adversely affect the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as REMICs and notice of the conclusion expressed in such
Opinion of Counsel shall be included with any such solicitation. An amendment made with the consent of
all Certificateholders and executed in accordance with this Section 11.01 shall be permitted or
authorized by this Agreement notwithstanding that such Opinion of Counsel may conclude that such
amendment would adversely affect the qualification of the Upper-Tier REMIC or the Lower-Tier REMIC as
REMICs.
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Prior to the execution of any amendment to this Agreement, the Trustee and the
Certificate Administrator shall be entitled to receive and rely upon an Opinion of Counsel (which shall
not be an expense of the Trust Estate) stating that the execution of such amendment is authorized and
permitted by this Agreement. Each of the Certificate Administrator and the Trustee may, but shall not
be obligated to, enter into any such amendment which adversely affects its own rights, duties and
immunities under this Agreement.
It shall not be necessary for the consent of Certificateholders under this Section
11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Certificate Administrator may prescribe.
The Trustee shall give prompt written notice to the Custodian of any amendment or
supplement to this Agreement and shall furnish the Custodian with a written copy thereof.
Section 11.02 Recordation of Agreement. This Agreement is subject to recordation
in all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer
servicing the related Mortgage Loans and at its expense on direction by the Depositor, who will act
solely at the direction of Holders of Certificates evidencing not less than 50% of all Voting Rights,
but only upon receipt of an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of Certificateholders (which Opinion of Counsel shall not be at the
expense of the Depositor).
For the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death or incapacity
of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as provided herein) or in
any manner otherwise control the operation and management of the Trust, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or
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under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a
written notice of default and of the continuance thereof, as provided herein, and unless also the
Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of
Certificates affected thereby shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in
any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to
affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, each
and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE CONFLICTS OF LAWS
PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 11.05 Notices. All demands, notices, instructions, directions, requests
and communications required to be delivered hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered at or mailed by certified mail, return receipt requested, to (a)
in the case of the Depositor, Wachovia Mortgage Loan Trust, LLC, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: General Counsel and Chief Financial Officer, (b) in the case of
National City, National City Mortgage Co., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, (c) in the case of Fifth Third, Fifth Third Bank, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ MD 1MOB2V, (d) in the case of SunTrust, SunTrust Mortgage, Inc., ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇, (e) in the case of ▇▇▇▇▇ Fargo, ▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, MAC X2302-033, with a copy to General
Counsel, MAC X2401-06T, (f) in the case of the Master Servicer, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, #▇▇▇, ▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attention: WMLT Series 2007-A, (g) in the case of the Certificate Administrator, at its Corporate
Trust Office, (h) in the case of the Trustee, at its Corporate Trust Office, (i) in the case of Fitch,
Fitch Ratings, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: Residential Mortgage
Surveillance Group, and (j) in the case of S&P, Standard and Poor's, a division of The ▇▇▇▇▇▇-▇▇▇▇
Companies, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: Mortgage Surveillance Group; or, as
to each party, at such other address as shall be designated by such party in a written notice to each
other party. Any notice required or permitted to be mailed to a Certificateholder shall be given by
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first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register.
Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.
Section 11.06 Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It is intended that
Certificateholders shall not be personally liable for obligations of the Trust, that the beneficial
ownership interests represented by the Certificates shall be nonassessable for any losses or expenses of
the Trust or for any reason whatsoever, and that Certificates upon execution, countersignature and
delivery thereof by the Certificate Administrator pursuant to Section 6.01 are and shall be deemed fully
paid.
Section 11.08 Access to List of Certificateholders. The Certificate Registrar will
furnish or cause to be furnished to the Trustee and the Certificate Administrator, within 5 days after
the receipt of a request by the Trustee and/or the Certificate Administrator in writing, a list, in such
form as the Trustee and/or the Certificate Administrator may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date for payment of distributions to
Certificateholders.
If three or more Certificateholders apply in writing to the Trustee, and such
application states that the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during normal business hours
to the most recent list of Certificateholders held by the Trustee. If such a list is as of a date more
than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly
request from the Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees with the
Certificate Registrar, the Certificate Administrator and the Trustee that neither the Certificate
Registrar, the Trustee nor the Certificate Administrator shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Certificateholders hereunder,
regardless of the source from which such information was derived.
ARTICLE XII
1934 ACT REPORTING
Section 12.01 Commission Reporting.
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(a) The Certificate Administrator, each Servicer and the Master Servicer shall
reasonably cooperate with the Depositor in connection with the Trust's satisfying the reporting
requirements under the 1934 Act. The Certificate Administrator shall prepare on behalf of the Depositor
any Forms 8-K, 10-D and 10-K customary for similar securities as required by the 1934 Act, and the
Depositor shall sign and the Certificate Administrator shall file (via ▇▇▇▇▇) such forms on behalf of
the Depositor.
(b) Failure of a Servicer to timely comply with this Article XII (including with
respect to the time frames required in this Article) shall be deemed an Event of Default, and the Master
Servicer, at the direction of the Depositor, shall, in addition to whatever rights the Master Servicer
may have under this Agreement and at law or equity or to damages, including injunctive relief and
specific performance, upon notice immediately terminate all the rights and obligations of such Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating such
Servicer for the same, and the Depositor shall, in accordance with Sections 8.01 and 8.05, thereupon
appoint a successor Servicer. This paragraph shall supersede any other provision in this Agreement or
any other agreement to the contrary.
(c) Failure of the Master Servicer to timely comply with this Article XII
(including with respect to the time frames required in this Article) shall be deemed an Event of
Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the
Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief
and specific performance, upon notice immediately terminate all the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Master Servicer for the same, and the Depositor shall, in accordance with Sections 8.01
and 8.05, appoint a successor Master Servicer. This paragraph shall supersede any other provision in
this Agreement or any other agreement to the contrary.
(d) If the Certificate Administrator fails to timely comply with this Article XII
(including with respect to the time frames required in this Article), the Trustee, at the written
direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this
Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon
notice immediately terminate all the rights and obligations of the Certificate Administrator under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Certificate
Administrator for the same, and the Depositor shall thereupon appoint a successor Master Servicer
pursuant to Section 9.07. This paragraph shall supersede any other provision in this Agreement or any
other agreement to the contrary.
(e) Each of the parties acknowledges and agrees that the purpose of Article XII is
to facilitate compliance by the Depositor with the provisions of Regulation AB. Therefore, each of the
parties agrees that (i) the obligations of the parties hereunder shall be interpreted in such a manner
as to accomplish that purpose, (ii) the parties' obligations hereunder will be supplemented and modified
in writing, as agreed to and executed by the parties hereto, as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among active participants in the
asset-backed securities markets or otherwise in respect of the requirements of Regulation AB, (iii) the
parties shall comply with reasonable requests made by the Depositor, the Master Servicer or the
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Certificate Administrator for delivery of additional information as the Depositor, the Master Servicer
or the Certificate Administrator may reasonably determine is necessary to comply with the provisions of
Regulation AB, to the extent the delivery of such additional information is practicable from a timing
perspective, and (iv) no amendment of this Agreement shall be required to effect any such changes in the
parties' obligations as are necessary to accommodate evolving interpretations of the provisions of
Regulation AB.
Section 12.02 Form 10-D Reporting. Within 15 days after each Distribution Date
(subject to permitted extensions under the 1934 Act), the Certificate Administrator shall prepare and
file on behalf of the Trust any Form 10-D required by the 1934 Act, in form and substance as required by
the 1934 Act. The Certificate Administrator shall file each such Form 10-D with a copy of the related
Monthly Statement attached thereto. Any disclosure in addition to the Monthly Statement that is
required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the
parties set forth on Exhibit S to the Depositor and Certificate Administrator and directed and approved
by the Depositor pursuant to the following paragraph, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure,
except as set forth in the next paragraph.
As set forth on Exhibit S hereto, within two Business Days after each Distribution
Date for which a Form 10-D is required to be filed, (i) the parties set forth thereon shall be required
to provide to the Certificate Administrator and the Depositor, to the extent known by a responsible
person thereof, in ▇▇▇▇▇-compatible form, or in such other form as otherwise agreed upon by the
Certificate Administrator and such party, the form and substance of any Additional Form 10-D Disclosure
together with an additional disclosure notification in the form of Exhibit U hereto (an "Additional
Disclosure Notification") and (ii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-D Disclosure on the related Form 10-D. The
Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the
Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this paragraph.
At least eight calendar days prior to the date a Form 10-D is due to be filed with the
Commission (the "10-D Filing Deadline"), the Certificate Administrator shall forward electronically a
draft copy of the Form 10-D to the Depositor for review. Within two calendar days of receipt, but in no
event later than the sixth calendar day prior to the 10-D Filing Deadline, the Depositor shall notify
the Certificate Administrator of any changes to or approval of such Form 10-D. In the absence of
receipt of any written changes or approval, the Certificate Administrator shall be entitled to assume
that such Form 10-D is in final form, and the Certificate Administrator shall deliver the Form 10-D to
the Master Servicer for execution. No later than five calendar days prior to the 10-D Filing Deadline,
a duly authorized representative of the Master Servicer shall sign the Form 10-D and deliver such Form
10-D to the Certificate Administrator for filing with the Commission. If a Form 10-D cannot be filed on
time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 12.05. Promptly (but no later than one Business Day) after filing
with the Commission, the Certificate Administrator will make available on its internet website a final
executed copy of each Form 10-D prepared and filed by the Certificate Administrator. Each party to this
Agreement acknowledges that the performance by the Master Servicer and the Certificate Administrator of
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its duties under this Section 12.02 related to the timely preparation, execution and filing of Form 10-D
is contingent upon such parties strictly observing all applicable deadlines in the performance of their
duties under this Section 12.02. Neither the Certificate Administrator nor the Master Servicer shall
have any liability for any loss, expense, damage or claim arising out of or with respect to any failure
to properly prepare, timely execute and/or timely file such Form 10-D, where such failure results from
the Certificate Administrator's inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D,
not resulting from its own negligence, bad faith or willful misconduct.
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Section 12.03 Form 10-K Reporting. On or prior to March 1 of each year in which a
Form 10-K must be filed with respect to the Trust, the Depositor will provide to the Certificate
Administrator a draft of the first page of a Form 10-K that includes the information regarding the
Depositor and the Trust as approved by the Depositor for inclusion in the Form 10-K to be prepared by
the Certificate Administrator pursuant to this Section 12.03. Within 90 days after the end of each
fiscal year of the Trust or such earlier date as may be required by the 1934 Act (the "10-K Filing
Deadline") (it being understood that the fiscal year for the Trust ends on December 31st of each year)
in which a Form 10-K is required by the 1934 Act to be filed with respect to the Trust, commencing in
March 2008, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in
form and substance as required by the 1934 Act. Each such Form 10-K shall include the following items,
in each case to the extent they have been delivered to the Certificate Administrator within the
applicable time frames set forth in this Agreement and the related Custodial Agreement, (i) the Item
1123 Certificate for each Servicer, each Additional Servicer and the Master Servicer (each, a "Reporting
Servicer") as described under Section 12.06, (ii)(A) the Assessment of Compliance with servicing
criteria for each Reporting Servicer and any Servicing Function Participant as described under Section
12.07, and (B) if any Reporting Servicer's or any Servicing Function Participant's Assessment of
Compliance identifies any material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any Reporting Servicer's or any Servicing Function Participant's Assessment of
Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included, (iii)(A) the Accountant's Attestation for each
Reporting Servicer and any Servicing Function Participant, as described under Section 12.08, and (B) if
any Accountant's Attestation identifies any material instance of noncompliance, disclosure identifying
such instance of noncompliance, or if any such Accountant's Attestation is not included as an exhibit to
such Form 10-K, disclosure that such report is not included and an explanation why such report is not
included, and (iv) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification as described in Section 12.09 (provided, however, that
the Certificate Administrator, at its discretion, may omit from the Form 10-K any Item 1123 Certificate,
Assessment of Compliance or Accountants Attestation that is not required to be filed with such Form 10-K
pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is
required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall be reported by the
parties set forth on Exhibit V to the Depositor and Certificate Administrator and directed and approved
by the Depositor pursuant to the following paragraph, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
except as set forth in the next paragraph.
As set forth on Exhibit V hereto, no later than March 1 of each year that the Trust is
subject to the 1934 Act reporting requirements, commencing in 2008 (or March 15 with respect to the
Master Servicer and the Certificate Administrator), (i) the parties set forth on Exhibit V shall be
required to provide to the Certificate Administrator and the Depositor, to the extent known by a
responsible officer thereof, in ▇▇▇▇▇-compatible form, or in such other form as otherwise agreed upon by
the Certificate Administrator and such party, the form and substance of any Additional Form 10-K
Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees
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and expenses assessed or incurred by the Certificate Administrator in connection with including any
Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Certificate Administrator shall forward
electronically a draft copy of the Form 10-K to the Depositor for review. Within three Business Days of
receipt, but in no event later than March 23, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In
the absence of receipt of any written changes or approval the Certificate Administrator shall be
entitled to assume that such Form 10-K is in final form. No later than the close of business on the 4th
Business Day prior to the 10-K Filing Deadline, the Depositor shall sign the Form 10-K and return an
electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by
overnight mail) to the Certificate Administrator. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures
set forth in Section 12.05. Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Certificate Administrator will make available on its internet website a final executed
copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this
Agreement acknowledge that the performance by the Master Servicer and the Certificate Administrator of
its duties under this Section 12.03 related to the timely preparation and filing of Form 10-K is
contingent upon such parties (and the Custodian, Servicers and any Additional Servicer or Servicing
Function Participant) strictly observing all applicable deadlines in the performance of their duties
under Article XII. Neither the Certificate Administrator nor the Master Servicer shall have any
liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-K, where such failure results from the Certificate
Administrator's inability or failure to obtain or receive, on a timely basis, any information from any
other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from
its own negligence, bad faith or willful misconduct.
Section 12.04 Form 8-K Reporting. Within four (4) Business Days after the
occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
requested by the Depositor, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 8-K, as required by the 1934 Act, provided that the Depositor shall file the initial Form 8-K
in connection with the issuance of the Certificates. Any disclosure or information related to a
Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure
Information") shall be reported by the parties set forth on Exhibit W to the Depositor and the
Certificate Administrator and directed and approved by the Depositor pursuant to the following
paragraph, and the Certificate Administrator will have no duty or liability for any failure hereunder to
determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the
next paragraph.
As set forth on Exhibit W hereto, for so long as the Trust is subject to the 1934 Act
reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day
after the occurrence of a Reportable Event (i) the parties to this transaction shall be required to
provide to the Certificate Administrator and the Depositor, to the extent known by a responsible officer
thereof, in ▇▇▇▇▇-compatible form, or in such other form as otherwise agreed upon by the Certificate
Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if
applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as
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to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information. The Depositor will be responsible for any reasonable fees and expenses assessed or
incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Certificate Administrator shall forward
electronically a draft copy of the Form 8-K to the Depositor for review. Promptly, but no later than
the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the
Certificate Administrator in writing of any changes to or approval of such Form 8-K. In the absence of
receipt of any written changes or approval, the Certificate Administrator shall be entitled to assume
that such Form 8-K is in final form and a duly authorized representative of the Certificate
Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized
representative of the Master Servicer shall sign the Form 8-K. If a Form 8-K cannot be filed on time or
if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the
procedures set forth in Section 12.05. Promptly (but no later than one (1) Business Day) after filing
with the Commission, the Certificate Administrator will make available on its internet website a final
executed copy of each Form 8-K prepared and filed by the Certificate Administrator. The parties to this
Agreement acknowledge that the performance by the Certificate Administrator and the Master Servicer of
its duties under this Section 12.04 related to the timely preparation and filing of Form 8-K is
contingent upon such parties strictly observing all applicable deadlines in the performance of their
duties under this Section 12.04. Neither the Master Servicer nor the Certificate Administrator shall
have any liability for any loss, expense, damage or claim arising out of or with respect to any failure
to properly prepare and/or timely file such Form 8-K, where such failure results from the Certificate
Administrator's inability or failure to obtain or receive, on a timely basis, any information from any
other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from
its own negligence, bad faith or willful misconduct.
Section 12.05 Delisting; Amendment; Late Filing of Reports. On or before January
30 of the first year in which the Certificate Administrator is able to do so under applicable law, the
Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the
automatic suspension of reporting in respect of the Trust under the 1934 Act.
In the event that the Certificate Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this
Agreement because required disclosure information was either not delivered to it or delivered to it
after the delivery deadlines set forth in this Agreement or for any other reason, the Certificate
Administrator shall promptly notify electronically the Depositor. In the case of Form 10-D and 10-K,
the parties to this Agreement shall cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A
as applicable, pursuant to Rule 12b-25 of the 1934 Act. In the case of Form 8-K, the Certificate
Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval
and direction of the Depositor, include such disclosure information on the next Form 10-D. In the event
that any previously filed Form 8-K, 10-D or 10-K needs to be amended in connection with any Additional
Form 10-D Disclosure, the Certificate Administrator shall electronically notify the Depositor and such
parties will cooperate to prepare any necessary Form 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25
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or any amendment to Form 8-K or 10-D shall be signed by a duly authorized representative of the Master
Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator and the Master Servicer of their
duties under this Section 12.05 related to the timely preparation and filing of Form 15, a Form 12b-25
or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties
under this Section. Neither the Certificate Administrator nor the Master Servicer shall have any
liability for any loss, expense, damage or claim arising out of or with respect to any failure to
properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D
or 10-K, where such failure results from the Certificate Administrator's inability or failure to obtain
or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
Section 12.06 Annual Statements of Compliance. The Master Servicer and each Servicer
shall deliver or otherwise make available (and the Master Servicer and each Servicer shall cause any
Additional Servicer engaged by it to deliver or otherwise make available) to the Master Servicer on or
before March 1 of each year (or with respect to the Master Servicer, March 15 of each year), commencing in
March 2008, an Officer's Certificate (an "Item 1123 Certificate") stating, as to the signer thereof, that
(A) a review of such party's activities during the preceding calendar year or applicable portion thereof
and of such party's performance under this Agreement, or such other applicable agreement in the case of an
Additional Servicer, has been made under such officer's supervision and (B) to the best of such officer's
knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or
such other applicable agreement in the case of an Additional Servicer, in all material respects throughout
such year or applicable portion thereof, or, if there has been a failure to fulfill any such obligation in
any material respect, specifying each such failure known to such officer and the nature and status
thereof. Promptly after receipt of each such Item 1123 Certificate, the Depositor shall review such Item
1123 Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any
failures by such party, in the fulfillment of any of such party's obligations hereunder or, in the case of
an Additional Servicer, under such other applicable agreement.
The Master Servicer shall include all annual statements of compliance received by it
from each Servicer with its own annual statement of compliance to be submitted to the Certificate
Administrator pursuant to this Section.
In the event the Master Servicer or any Additional Servicer engaged by any such party
is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the
case of a Additional Servicer, as the case may be, such party shall provide an Item 1123 Certificate
pursuant to this Section 12.06 or to such applicable agreement, as the case may be, notwithstanding any
such termination, assignment or resignation.
Section 12.07 Annual Assessments of Compliance. By March 1 of each year (or with
respect to the Master Servicer and the Certificate Administrator, March 15 of each year), commencing in
March 2008, the Master Servicer, the Certificate Administrator and each Servicer, each at its own
expense, shall furnish or otherwise make available, and each such party shall cause any Servicing
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Function Participant engaged by it to furnish or otherwise make available, each at its own expense, to
the Master Servicer, a report on an assessment of compliance with the Relevant Servicing Criteria (an
"Assessment of Compliance") that contains (A) a statement by such party of its responsibility for
assessing compliance with the Relevant Servicing Criteria for each party as set forth on Exhibit R, (B)
a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of
and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.03,
including, if there has been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that
a registered public accounting firm has issued an Accountant's Attestation on such party's Assessment of
Compliance with the Relevant Servicing Criteria as of and for such period.
No later than the end of each fiscal year for the Trust for which a 10-K is required
to be filed, each Servicer and the Master Servicer shall each forward to the Certificate Administrator
the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will
be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided,
however, that the Master Servicer need not provide information to the Certificate Administrator so long
as the Master Servicer and the Certificate Administrator are the same person). When the Master Servicer
and each Servicer (or any Servicing Function Participant engaged by them) submit their Assessments of
Compliance to the Certificate Administrator, such parties will also at such time include the Assessments
of Compliance (and Accountant's Attestation) pursuant to Section 12.08 of each Servicing Function
Participant engaged by it.
Promptly after receipt of each Assessment of Compliance, the Depositor shall review
each such report and, if applicable, consult with the Master Servicer, the Certificate Administrator,
each Servicer and any Servicing Function Participant engaged by such parties as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria by each such party.
Notwithstanding the foregoing, none of such parties will be required to deliver any Assessment of
Compliance until April 15 in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding
calendar year.
The Master Servicer shall include all Assessments of Compliance received by it from
the Servicers with its own Assessment of Compliance to be submitted to the Certificate Administrator
pursuant to this Section.
In the event the Master Servicer, the Certificate Administrator or any Servicing
Function Participant engaged by any such party is terminated, assigns its rights and obligations under,
or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may
be, such party shall provide an Assessment of Compliance pursuant to this Section 12.07, or such other
applicable agreement, notwithstanding any such termination, assignment of resignation.
The Master Servicer shall enforce any obligation of the Custodian, to the extent set
forth in the Custodial Agreement to deliver to the Master Servicer an Assessment of Compliance within
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the time frame set forth in, and in such form and substance as may be required pursuant to the Custodial
Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of
Compliance to be submitted to the Certificate Administrator pursuant to this Section.
Section 12.08 Accountant's Attestation. By March 15 of each year, commencing in
2008, the Master Servicer, the Certificate Administrator and each Servicer, each at its own expense,
shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause,
each at its own expense, a registered public accounting firm (which may also render other services to
the Master Servicer, the Certificate Administrator or a Servicer or such other Servicing Function
Participants, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, to the effect
that (i) it has obtained a representation regarding certain matters from the management of such party,
which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii)
on the basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's
compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot
express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing
Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting
firm shall state in such report why it was unable to express such an opinion. Such report must be
available for general use and not contain restricted use language.
Promptly after receipt of such Accountant's Attestations from the Master Servicer,
each Servicer, the Custodian, the Certificate Administrator or any Servicing Function Participant
engaged by such parties, (i) the Depositor shall review the reports and, if applicable, consult with
such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such
party's obligations hereunder or under any other applicable agreement, and (ii) the Certificate
Administrator shall confirm that each Assessment of Compliance is coupled with an Accountant's
Attestation meeting the requirements of this Section and notify the Depositor of any exceptions.
Notwithstanding the foregoing, none of such parties shall be required to deliver any such assessments
until April 15 in any given year so long as it has received written confirmation from the Depositor that
a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.
The Master Servicer shall include each such attestation furnished to it by the
Servicers with its own attestation to be submitted to the Certificate Administrator pursuant to this
Section.
In the event the Master Servicer, the Certificate Administrator, the Custodian, any
Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its
rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable
Custodial Agreement or any applicable Subservicing Agreement, as the case may be, such party shall, at
its sole expense, cause a registered public accounting firm to provide an attestation pursuant to this
Section 12.08, or such other applicable agreement, notwithstanding any such termination, assignment or
resignation.
134
The Master Servicer shall enforce any obligation of the Custodian, to the extent set
forth in the Custodial Agreement to deliver to the Master Servicer an attestation as may be required
pursuant to the Custodial Agreement. The Master Servicer shall include each such attestation with its
own Accountant's Attestation to be submitted to the Certificate Administrator pursuant to this Section.
Section 12.09 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a
certification (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification") required to be included therewith pursuant to the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Servicer, the Master Servicer and the Certificate Administrator shall provide,
and each Servicer, the Master Servicer and the Certificate Administrator shall cause any Servicing
Function Participant engaged by it to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification
(the "Certifying Person"), by March 1 of each year (or with respect to the Master Servicer and the
Certificate Administrator, March 15 of each year) in which the Trust is subject to the reporting
requirements of the 1934 Act and otherwise within a reasonable period of time upon request, a
certification (each, a "Back-Up Certification"), in the form attached hereto as Exhibit Q, upon which
the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity's
officers, directors and Affiliates (collectively with the Certifying Person, "Certification Parties")
can reasonably rely. The Depositor shall serve as the Certifying Person on behalf of the Trust. In the
event the Master Servicer, the Certificate Administrator or any Servicing Function Participant engaged
by such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable
Subservicing Agreement, as the case may be, such party shall provide a Back-Up Certification to the
Certifying Person pursuant to this Section 12.09 with respect to the period of time it was subject to
this Agreement or any applicable Subservicing Agreement, as the case may be.
Section 12.10 Indemnification. Each party required to deliver an Assessment of
Compliance and an Accountant's Attestation and/or an Item 1123 Certificate under Article XII (each, a
"Responsible Party") shall indemnify and hold harmless the Certificate Administrator, the Master Servicer
and the Depositor and each of their directors, officers, employees, agents, and affiliates from and
against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments and other costs and expenses arising out of or based upon (a) any breach by
such Responsible Party of any if its obligations under this Article XII including particularly its
obligation to provide any Assessment of Compliance and an Accountant's Attestation and/or an Item 1123
Certificate or any information, data or material required to be included in any 1934 Act report, (b) any
misstatement or omission in any information, data or materials provided by such Responsible Party (or,
in the case of the Certificate Administrator or Master Servicer, any material misstatement of material
omission in (i) any Item 1123 Certificate, Assessment of Compliance or Attestation report delivered by
it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (ii) any
Additional Form 10-D Disclosure, Additional Form 10-K Disclosure concerning the Master Servicer or the
Certificate Administrator), or (c) the negligence, bad faith or willful misconduct of such Responsible
Party in connection with the performance of any if its obligations hereunder. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the Master Servicer, the Certificate
Administrator or the Depositor, then each Responsible Party agrees that it shall contribute to the
amount paid or payable by Certificate Administrator, the Master Servicer or the Depositor, as
applicable, as a result of any claims, losses, damages or liabilities incurred by the Master Servicer,
the Certificate Administrator or the Depositor, as applicable, in such proportion as is appropriate to
135
reflect the relative fault of the Master Servicer, the Certificate Administrator or the Depositor, as
applicable, on the one hand and such Responsible Party, on the other. This indemnification shall
survive the termination of this Agreement or the termination of any party to this Agreement.
Notwithstanding the foregoing, none of the Responsible Parties shall be liable for consequential,
indirect or punitive damages.
Each Servicer agrees to indemnify and hold harmless each of the Depositor, the Master
Servicer, the Certificate Administrator and the Trustee and each Person, if any, who "controls" the
Depositor, the Master Servicer, the Certificate Administrator or the Trustee within the meaning of the
1933 Act and their respective officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and
other costs and expenses that such Person may sustain arising out of third party claims based on (i) the
failure of any Subservicer or Subcontractor related to such Servicer to deliver or cause to be delivered
when required any Assessment of Compliance or Accountant's Attestation required pursuant to Section
12.08, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided
by any such Subservicer or Subcontractor pursuant to Section 12.08. This indemnification shall survive
the termination of this Agreement or the termination of any party to this Agreement. Notwithstanding
the foregoing, no such Subservicer or Subcontractor shall be liable for any consequential, special or
punitive damages.
136
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee have caused this Agreement to be duly executed by their respective
officers thereunto duly authorized to be hereunto affixed, all as of the date first above written.
WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NATIONAL CITY MORTGAGE CO.,
as a Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Assistant Vice President
FIFTH THIRD MORTGAGE COMPANY,
as a Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
SUNTRUST MORTGAGE, INC.,
as a Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as a Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Master Servicer and Certificate
Administrator
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
as Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
STATE OF MINNESOTA )
) ss.:
COUNTY OF ▇▇▇▇▇▇ )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of
Minnesota, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, known to me who, being by me duly sworn, did depose and
say that s/he is a Vice President of U.S. Bank National Association, a national banking association, one
of the parties that executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of such association.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public
[Notarial Seal]
My commission expires 1/31/2009 .
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of
North Carolina, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known to me who, being by me duly sworn, did
depose and say that s/he is a Vice President of Wachovia Mortgage Loan Trust, LLC, a Delaware limited
liability company, one of the parties that executed the foregoing instrument; and that s/he signed
her/his name thereto by order of the Board of Directors of such corporation.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Notary Public
[Notarial Seal]
My commission expires 6/6/10.U
STATE OF MARYLAND )
) ss.:
COUNTY OF ▇▇▇▇▇▇▇▇▇ )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of
Maryland, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, known to me who, being by me duly sworn, did depose and
say that s/he is a Vice President of ▇▇▇▇▇ Fargo Bank, National Association, a national banking
association, one of the parties that executed the foregoing instrument; and that s/he signed her/his
name thereto by order of the Board of Directors of such corporation.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public
[Notarial Seal]
My commission expires 1/21/08.
STATE OF OHIO )
) ss.:
COUNTY OF ▇▇▇▇▇▇▇▇ )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of
Ohio, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ known to me who, being by me duly sworn, did depose and say
that s/he is a Vice President of Fifth Third Mortgage Company, an Ohio corporation, one of the parties
that executed the foregoing instrument; and that s/he signed her/his name thereto by order of the Board
of Directors of such corporation.
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Notary Public
[Notarial Seal]
My commission expires 6/17/2011.
STATE OF VIRGINIA )
) ss.:
CITY OF RICHMOND )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of
Virginia, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇, known to me who, being by me duly sworn, did
depose and say that s/he is a Vice President of SunTrust Mortgage, Inc., a Virginia corporation, one of
the parties that executed the foregoing instrument; and that s/he signed her/his name thereto by order
of the Board of Directors of such corporation.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public
[Notarial Seal]
My commission expires 10/31/10 .
STATE OF OHIO )
) ss.:
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of
Ohio, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇ known to me who, being by me duly sworn, did depose and say that
s/he is an Assistant Vice President of National City Mortgage Co., an Ohio corporation, one of the
parties that executed the foregoing instrument; and that s/he signed her/his name thereto by order of
the Board of Directors of such corporation.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public
[Notarial Seal]
My commission expires 9/7/08 .
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
)
On the 27th day of March, 2007, before me, a notary public in and for the State of New
York, personally appeared ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, known to me who, being by me duly sworn, did depose and say
that s/he is a Vice President of HSBC Bank USA, National Association, a national banking association,
one of the parties that executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the Board of Directors of such corporation.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Notary Public
[Notarial Seal]
My commission expires 1/16/2011 .
APPENDIX 1
CALCULATION OF UNCERTIFICATED LOWER-TIER REGULAR INTEREST Y PRINCIPAL REDUCTION AMOUNTS
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts: For any Distribution
Date the amounts by which the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular
Interests Y-1, Y-2, Y-3 and Y-4, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined as follows:
First, for each of Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4, determine the Net
WAC for the applicable Loan Group for distributions of interest that will be made on the next succeeding
Distribution Date (the "Group Interest Rate"). The Uncertificated Lower-Tier Regular Interest Y
Principal Reduction Amount for Uncertificated Lower-Tier Regular Interests Y-1, Y-2, Y-3 and Y-4 will be
determined pursuant to the "Generic solution for the Uncertificated Lower-Tier Regular Interest Y
Principal Reduction Amounts" set forth below (the "Generic Solution") by making identifications among
the actual Loan Groups and their related Uncertificated Lower-Tier Regular Interests and the Net WAC and
the Groups named in the Generic Solution and their related Uncertificated Lower-Tier Regular Interests
as follows:
A. Determine which Group has the lowest Group Interest Rate. That Group will be identified with
Group AA and the Uncertificated Lower-Tier Regular Interests related to that Group will be respectively
identified with Uncertificated Lower-Tier Regular Interests Y-AA and Z-AA. The Group Interest Rate for
that Group will be identified with J%. If two or more Groups have the lowest Group Interest Rate pick
one for this purpose, subject to the restriction that each Group may be picked only once in the course
of any such selections pursuant to paragraphs A through D of this definition.
B. Determine which Group has the second lowest Group Interest Rate. That Group will be identified with
Group BB and the Uncertificated Lower-Tier Regular Interests related to that Group will be respectively
identified with Uncertificated Lower-Tier Regular Interests Y-BB and Z-BB. The Group Interest Rate for
that Group will be identified with K%. If two or more Groups have the second lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Group may be picked only once in the
course of any such selections pursuant to paragraphs A through D of this definition.
C. Determine which Group has the third lowest Group Interest Rate. That Group will be identified with
Group CC and the Uncertificated Lower-Tier Regular Interests related to that Group will be respectively
identified with Uncertificated Lower-Tier Regular Interests Y-CC and Z-CC. The Group Interest Rate for
that Group will be identified with L%. If two or more Groups have the third lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Group may be picked only once in the
course of any such selections pursuant to paragraphs A through D of this definition.
D. Determine which Group has the fourth lowest Group Interest Rate. That Group will be identified with
Group DD and the Uncertificated Lower-Tier Regular Interests related to that Group will be respectively
identified with Uncertificated Lower-Tier Regular Interests Y-DD and Z-DD. The Group Interest Rate for
that Group will be identified with M%. If two or more Groups have the fourth lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Group may be picked only once in the
course of any such selections pursuant to paragraphs A through D of this definition.
Second, apply the Generic Solution set forth below to determine the Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amounts for the Distribution Date using the identifications made above.
Generic Solution for the Uncertificated Lower-Tier Regular Interest Y Principal
Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal
Balances of Uncertificated Lower-Tier Regular Interests Y-AA, Y-BB, Y-CC and Y-DD, respectively, will be
reduced on such Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
J% = the Net WAC for Group AA for interest to be distributed on the next succeeding Distribution Date.
K% = the Net WAC for Group BB for interest to be distributed on the next succeeding Distribution Date.
L% = the Net WAC for Group CC for interest to be distributed on the next succeeding Distribution Date.
M% = the Net WAC for Group DD for interest to be distributed on the next succeeding Distribution Date.
For purposes of the succeeding definitions and formulas, it is required that J%<=K%<=L%<=M%.
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions
of principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions
of principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions
of principal on such Distribution Date.
PMB = the Group DD Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Class B Pass-Through Rate
= (J%PJB + K%PKB + L%PLB + M%PMB)/(PJB + PKB + PLB + PMB)
2
R11 = the weighted average of the Net WACs for Group AA, Group BB, Group CC and Group DD after giving
effect to the allocation of Realized Losses and distributions of principal to be made on such
Distribution Date
= {J% (Pj - ΔPj) + K% (Pk - ΔPk) + L% (Pl - ΔPl) + M% (Pm - ΔPm)}/
(Pj - ΔPj + Pk - ΔPk + Pl - ΔPl + Pm - ΔPm)
R21 = the weighted average of the Net WACs for Group AA, Group BB and Group CC after giving effect
to the allocation of Realized Losses and distributions of principal to be made on such
Distribution Date
= {J% (Pj - ΔPj) + K% (Pk - ΔPk) + L% (Pl - ΔPl) }/(Pj - ΔPj + Pk - ΔPk + Pl - ΔPl )
R22 = the Net WAC for Group DD
= { M% (Pm - ΔPm)}/( Pm - ΔPm )
R31 = the weighted average of the Net WACs for Group AA and Group BB after giving effect to the
allocation of Realized Losses and distributions of principal to be made on such Distribution
Date
= {(J% (Pj - ΔPj) + K% (Pk - ΔPk) }/(Pj - ΔPj + Pk - ΔPk)
R32 = the weighted average of the Net WACs for Group CC and Group DD after giving effect to the
allocation of Realized Losses and distributions of principal to be made on such Distribution
Date
= { L% (Pl - ΔPl) + M% (Pm - ΔPm)}/( Pl - ΔPl + Pm - ΔPm)
R41 = the Net WAC for Group AA after giving effect to the allocation of Realized Losses and
distributions of principal to be made on such Distribution Date
= J%
R42 = the weighted average of the Net WACs for Group BB, Group CC and Group DD after giving effect to
the allocation of Realized Losses and distributions of principal to be made on such
Distribution Date
= {K% (Pk - ΔPk) + L% (Pl - ΔPl) + M% (Pm - ΔPm)}/
( Pk - ΔPk + Pl - ΔPl + Pm - ΔPm )
r11 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier
Regular Interests Y-AA, Y-BB, Y-CC and Y-DD
= (J% Yj + K% Yk + L% Yl + M% Ym )/(Yj + Yk + Yl + Ym )
r21 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier
Regular Interests Y-AA, Y-BB and Y-CC
= (J% Yj + K% Yk + L% Yl )/(Yj + Yk + Yl )
r22 = the Uncertificated Pass-Through Rate for Uncertificated Lower-Tier Regular Interest Y-DD
= ( M% Ym)/( Ym )
3
r31 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier
Regular Interests Y-AA and Y-BB
= (J% Yj + K% Yk )/(Yj + Yk )
r32 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier
Regular Interests Y-CC and Y-DD
= ( L% Yl + M% Ym )/( Yl + Ym)
r41 = the Uncertificated Pass-Through Rate for Uncertificated Lower-Tier Regular Interest Y-AA
= J%
r42 = the weighted average of the Uncertificated Pass-Through Rates for Uncertificated Lower-Tier
Regular Interests Y-BB, Y-CC and Y-DD
= (K% Yk + L% Yl + M% Ym)/(Yk + Yl + Ym)
Yj = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-AA after
distributions on the prior Distribution Date.
Yk = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-BB after
distributions on the prior Distribution Date.
Yl = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-CC after
distributions on the prior Distribution Date.
Ym = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-DD after
distributions on the prior Distribution Date.
ΔYj = the Uncertificated Lower-Tier Regular Interest Y-AA Principal Reduction Amount.
ΔYk = the Uncertificated Lower-Tier Regular Interest Y-BB Principal Reduction Amount.
ΔYl = the Uncertificated Lower-Tier Regular Interest Y-CC Principal Reduction Amount.
ΔYm = the Uncertificated Lower-Tier Regular Interest Y-DD Principal Reduction Amount.
Zj = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Z-AA after
distributions on the prior Distribution Date.
Zk = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Z-BB after
distributions on the prior Distribution Date.
Zl = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Z-CC after
distributions on the prior Distribution Date.
Zm = the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Z-DD after
distributions on the prior Distribution Date.
4
ΔZj = the Uncertificated Lower-Tier Regular Interest Z-AA Principal Reduction Amount.
ΔZk = the Uncertificated Lower-Tier Regular Interest Z-BB Principal Reduction Amount.
ΔZl = the Uncertificated Lower-Tier Regular Interest Z-CC Principal Reduction Amount.
ΔZm = the Uncertificated Lower-Tier Regular Interest Z-DD Principal Reduction Amount.
Pj = the aggregate Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interests
Y-AA and Z-AA after distributions on the prior Distribution Date.
= Yj + Zj
Pk = the aggregate Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interests
Y-BB and Z-BB after distributions on the prior Distribution Date.
= Yk + Zk
Pl = the aggregate Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interests
Y-CC and Z-CC after distributions on the prior Distribution Date.
= Yl + Zl =
Pm = the aggregate Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interests
Y-DD and Z-DD after distributions on the prior Distribution Date.
= Ym + Zm
ΔPj = the aggregate amount of principal reduction occurring with respect to Mortgage Loans
in Loan Group AA from Realized Losses or payments of principal to be allocated on such
Distribution Date net of any such amounts allocated to the Class 1-A-R Certificates in respect
of Component I thereof.
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-AA Principal Reduction Amount
and the Uncertificated Lower-Tier Regular Interest Z-AA Principal Reduction Amount.
= ΔYj + ΔZj
ΔPk = the aggregate amount of principal reduction occurring with respect to Mortgage Loans
in Loan Group BB from Realized Losses or payments of principal to be allocated on such
Distribution Date net of any such amounts allocated to the Class 1-A-R Certificates in respect
of Component I thereof.
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-BB Principal Reduction Amount
and the Uncertificated Lower-Tier Regular Interest Z-BB Principal Reduction Amount.
= ΔYk + ΔZk
ΔPl= the aggregate amount of principal reduction occurring with respect to Mortgage Loans
in Loan Group CC from Realized Losses or payments of principal to be allocated on such
Distribution Date net of any such amounts allocated to the Class 1-A-R Certificates in respect
of Component I thereof.
5
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-CC Principal Reduction Amount
and the Uncertificated Lower-Tier Regular Interest Z-CC Principal Reduction Amount.
= ΔYl + ΔZl
ΔPm = the aggregate amount of principal reduction occurring with respect to Mortgage Loans
in Loan Group DD from Realized Losses or payments of principal to be allocated on such
Distribution Date net of any such amounts allocated to the Class 1-A-R Certificate in respect
of Component I thereof.
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-DD Principal
Reduction Amount and the Uncertificated Lower-Tier Regular Interest Z-DD Principal Reduction
Amount.
= ΔYm + ΔZm
α = .0005
γ1 = (R - R11)/(R12 - R). If R=>M%, γ1 is a non-negative number unless its
denominator is zero, in which event it is undefined.
γ2 = (R - R21)/(R22 - R). If R=>L%, γ2 is a non-negative number unless its
denominator is zero, in which event it is undefined.
γ3 = (R - R31)/(R32 - R). If R=>K%, γ3 is a non-negative number unless its
denominator is zero, in which event it is undefined.
γ4 = (R - R41)/(R42 - R). If R<K%, γ4 is a non-negative number unless its
denominator is zero, in which event it is undefined.
If γ1 is undefined, ΔYj = Yj, ΔYk = Yk, ΔYl = Yl, ΔYm = Ym and ΔYn = (Yn/Pn)ΔPn.
If γ4 is zero, ΔYj = (Yj/Pj)ΔPj, ΔYk = Yk, ΔYl = Yl, ΔYm = Ym and ΔYn = Yn.
In the remaining situations, ΔYj, ΔYk, ΔYl, ΔYm and ΔYn shall be defined as follows:
I. If R=>M%, make the following additional definitions:
δ1Yj = 0, if R11< r11;
(R11- r11)( Yj + Yk + Yl + Ym)Yj/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym )Yj/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11=> r11 and M%>R11=>L%;
6
(R11- r11)( Yj + Yk + Yl + Ym )Yj/
{(R11 - J%)Yj + (R11 - K%)Yk }, if R11=> r11 and
L%>R11=>K%; and
(R11- r11)( Yj + Yk + Yl + Ym )/(R11 - J%), if R11=> r11 and
K%>R11=>J%.
δ1Yk = 0, if R11< r11 and R11=>K%;
(R11- r11)( Yj + Yk + Yl + Ym)Yk/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and R11<K%;
(R11- r11)( Yj + Yk + Yl + Ym )Yk/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym )Yk/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11=> r11 and
M%>R11=>L%;
(R11- r11)( Yj + Yk + Yl + Ym )Yk/{(R11 - J%)Yj + (R11 - K%)Yk }, if R11=> r11 and
L%>R11=>K%; and
0, if R11=> r11 and R11<K%.
δ1Yl = 0, if R11< r11 and
R11=>L%;
(R11- r11)( Yj + Yk + Yl + Ym)Yl/
{ (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and
K%<=R11<L%;
(R11- r11)( Yj + Yk + Yl + Ym)Yl/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and R11<K%;
(R11- r11)( Yj + Yk + Yl + Ym)Yl/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym )Yl/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11=> r11 and
M%>R11=>L%;
0, if R11=> r11 and R11<L%.
7
δ1Ym = 0, if R11< r11 and R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym)/(R11 - M%), if R11< r11 and
L%<=R11<M%;
(R11- r11)( Yj + Yk + Yl + Ym)Ym/
{ (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and
K%<=R11<L%;
(R11- r11)( Yj + Yk + Yl + Ym)Ym/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym }, if R11< r11 and R11<K%;
(R11- r11)( Yj + Yk + Yl + Ym)Ym/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and R11=>M%;
0, if R11=> r11 and R11<M%.
δ1Yj, δ1Yk, δ1Yl and δ1Ym are numbers respectively between Yj, Yk, Yl and Ym and
0 such that
{J%(Yj - δ1Yj ) + K%( Yk.- δ1Yk) + L%( Yl.- δ1Yl) + M%( Ym.-
δ1Ym) }/
(Yj - δ1Yj + Yk.- δ1Yk + Yl.- δ1Yl + Ym.- δ1Ym)
= R11.
Y11 = Yj - δ1Yj + Yk.- δ1Yk + Yl.- δ1Yl + Ym.- δ1Ym
P11 = Pj + Pk + Pl + Pm.
Z11 = Zj + Zk + Zl + Zm.
ΔY11 = ΔYj - δ1Yj + ΔYk.- δ1Yk + ΔYl.- δ1Yl + ΔYm.- δ1Ym .
ΔP11 = ΔPj + ΔPk + ΔPl + ΔPm.
ΔZ11 = ΔZj + ΔZk + ΔZl + ΔZm.
1. If Yn - α(Pn - ΔPn) => 0, Y11- α(P11 - ΔP11) => 0, and γ1(P11 - ΔP11) < (Pn - ΔPn),
then ΔYn = Yn - αγ1(P11 - ΔP11) and ΔY11 = Y11 - α(P11 - ΔP11).
2. If Yn - α(Pn - ΔPn) => 0, Y11 - α(P11 - ΔP11) => 0, and γ1(P11 - ΔP11) => (Pn - ΔPn),
then ΔYn = Yn - α(Pn - ΔPn) and ΔY11 = Y11 - (α/γ1)(Pn - ΔPn).
3. If Yn - α(Pn - ΔPn) < 0, Y11 - α(P11 - ΔP11) => 0, and Y11 - α(P11 - ΔP11) => Y11 - (Yn/γ1),
then ΔYn = Yn - αγ1(P11 - ΔP11) and ΔY11 = Y11 - α(P11 - ΔP11).
8
4. If Yn - α(Pn - ΔPn) < 0, Y11 - (Yn/γ1) => 0, and Y11 - α(P11 - ΔP11) <= Y11 - (Yn/γ1), then
ΔYn = 0 and ΔY11 = Y11 - (Yn/γ1).
5. If Y11 - α(P11 - ΔP11) < 0, Y11 - (Yn/γ1) < 0, and Yn - α(Pn - ΔPn) <= Yn - (γ1Y11), then
ΔYn = Yn - (γ1Y11) and ΔY11 = 0.
6. If Y11 - α(P11 - ΔP11) < 0, Yn - α(Pn - ΔPn) => 0, and Yn - α(Pn - ΔPn) => Yn - (γ1Y11), then
ΔYn = Yn - α(Pn - ΔPn) and ΔY11 = Y11 - (α/γ1)(Pn - ΔPn).
ΔYj = δ1Yj + [(Yj - δ1Yj )/Y11 ]Δ Y11
ΔYk = δ1Yk + [(Yk - δ1Yk )/Y11 ]ΔY11
ΔYl = δ1Yl + [(Yl - δ1Yl )/Y11 ]Δ Y11
ΔYm = δ1Ym + [(Ym - δ1Ym )/Y11 ]ΔY11
The purpose of the foregoing definitional provisions together with the related provisions allocating
Realized Losses and defining the Principal Distribution Amounts for the respective Uncertificated
Lower-Tier Regular Interests is to accomplish the following goals in the following order of priority:
1. Making the ratio of (Yn - ΔYn ) to (Y11 - ΔY11 ) equal to γ1 after taking account of the
allocation Realized Losses and the distributions that will be made through the end of the
Distribution Date to which such provisions relate and assuring that each of the Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amounts and Uncertificated Lower-Tier Regular
Interest Z Principal Reduction Amounts is greater than or equal to zero for such Distribution
Date;
2. Making the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-AA
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-AA and Uncertificated Lower-Tier Regular Interest
Z-AA, the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-BB
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-BB and Uncertificated Lower-Tier Regular Interest
Z-BB, the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-CC
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular Interest
Z-CC, and the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest
Y-DD less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-DD and Uncertificated Lower-Tier Regular Interest
Z-DD in each case after giving effect to allocations of Realized Losses and distributions to be
made through the end of the Distribution Date to which such provisions relate; and
9
3. Making the larger of (a) the fraction whose numerator is (Yn - ΔYn ) and whose denominator is
the sum of (Yn - ΔYn) and (Zn - ΔZn) and (b) the fraction whose numerator is (Y11 - ΔY11) and
whose denominator is the sum of (Y11 - ΔY11) and (Z11 - ΔZ11) as large as possible while
remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Uncertificated Lower-Tier
Regular Interest Y Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts
thereof should be adjusted to so as to accomplish such goals within the requirement that each
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount must be less than or equal to
the sum of (a) the Principal Realized Losses to be allocated on the related Distribution Date for the
related Loan Group remaining after the allocation of such Realized Losses to the related class of
ratio-strip principal only certificates, if any, and (b) the remainder of the Pool Distribution Amount
for the related Loan Group or after reduction thereof by the distributions to be made on such
Distribution Date (i) to the related class of ratio-strip principal only certificates, if any, (ii) to
the related class of ratio-strip interest only certificates, if any, and (iii) in respect of interest on
the related Uncertificated Lower-Tier Regular Interests, or, if both of such goals cannot be
accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall be
resolved on the basis of the goals and their priorities set forth above within the requirement set forth
in the preceding sentence. If the formula allocation of ΔY11 among ΔYj, ΔYk, ΔYl and ΔYm cannot be
achieved because one or more of ΔYj, ΔYk, ΔYl and ΔYm, as so defined is greater than the related one of
ΔPj, ΔPk, ΔPl and ΔPm, such an allocation shall be made as close as possible to the formula allocation
within the requirement that ΔYj < ΔPj, ΔYk < ΔPk, ΔYl < ΔPl, ΔYm < ΔPm and ΔYm < ΔPm.
II. If L%<=R<=M%, make the following additional definitions:
δ2Yj = 0, if R21< r21;
(R21- r21)( Yj + Yk + Yl )Yj/
{(R21 - J%)Yj + (R21 - K%)Yk }, if R21=> r21 and
L%>R21=>K%; and
(R21- r21)( Yj + Yk + Yl )/(R21 - J%), if R21=> r21 and
K%>R21=>J%.
δ2Yk = 0, if R21< r21 and
R21=>K%;
(R21- r21)( Yj + Yk + Yl )Yk/
{ (R21 - K%)Yk + (R21 - L%)Yl }, if R21< r21 and R21<K%;
(R21- r21)( Yj + Yk + Yl )Yk/
{(R21 - J%)Yj + (R21 - K%)Yk }, if R21=> r21 and
L%>R21=>K%; and
0, if R21=> r21 and R21<K%.
10
δ2Yl = (R21- r21)( Yj + Yk + Yl )/(R21 - L%), if R21< r21 and K%<=R21<L%;
(R21- r21)( Yj + Yk + Yl )Yl/{ (R21 - K%)Yk + (R21 - L%)Yl }, if R21< r21 and R21<K%;
0, if R21=> r21.
δ2Ym = 0, if R22< r22;
(R22- r22)( Ym + Yn )/(R22 - M%), if R22=> r22 and R22=>M%;
δ2Yn = the greater of 0 and ΔPn - Zn, if
R22=N%;
(R22- r22)( Ym + Yn)/(R22 - N%), if R22< r22 and
M%<=R22<N%;
0, if R22=> r22 and R22<N%.
δ2Yj, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ and δ2Yn are numbers respectively between Yj, Yk,
Yl, Ym and Yn and 0 such that:
{J%(Yj - δ2Yj ) + K%( Yk.- δ2Yk) + L%( Yl.- δ2Yl)}/
( Yj - δ2Yj + Yk.- δ2Yk + Yl.- δ2Yl)
= R21;
and
{ M%( Ym.- δ2Ym) + N%( Yn.- δ2Yn) }/
(Ym.- δ2Ym + Yn.- δ2Yn)
= R22.
Y21 = Yj - δ2Yj + Yk.- δ2Yk + Yl.- δ2Yl.
P21 = Pj + Pk + Pl.
Z21 = Zj + Zk + Zl.
ΔY21 = ΔYj - δ2Yj + ΔYk.- δ2Yk + ΔYl.- δ2Yl.
ΔP21 = ΔPj + ΔPk + ΔPl.
ΔZ21 = ΔZj + ΔZk + ΔZl.
Y22 = Ym.- δ2Ym + Yn.- δ2Yn.
P22 = Pm + Pn.
11
Z22 = Zm + Zn.
ΔY22 = ΔYm.- δ2Ym + ΔYn.- δ2Yn
ΔP22 = ΔPm + ΔPn.
ΔZ22 = ΔZm + ΔZn.
1. If Y22 - α(P22 - ΔP22) => 0, Y21- α(P21 - ΔP21) => 0, and γ2(P21
- ΔP21) < (P22 - ΔP22), then ΔY22 = Y22 - αγ2(P21 - ΔP21)
and ΔY21 = Y21 - α(P21 - ΔP21).
2. If Y22 - α(P22 - ΔP22) => 0, Y21 - α(P21 - ΔP21) => 0, and
γ2(P21 - ΔP21) => (P22 - ΔP22), then
ΔY22 = Y22 - α(P22 - ΔP22) and
ΔY21 = Y21 - (α/γ2)(P22 - ΔP22).
3. If Y22 - α(P22 - ΔP22) < 0, Y21 - α(P21 - ΔP21) => 0, and
Y21 - α(P21 - ΔP21) => Y21 - (Y22/γ2), then
ΔY22 = Y22 - αγ2(P21 - ΔP21) and
ΔY21 = Y21 - α(P21 - ΔP21).
4. If Y22 - α(P22 - ΔP22) < 0, Y21 - (Y22/γ2) => 0, and
Y21 - α(P21 - ΔP21) <= Y21 - (Y22/γ2), then ΔY22 = 0 and
ΔY21 = Y21 - (Y22/γ2).
5. If Y21 - α(P21 - ΔP21) < 0, Y21 - (Y22/γ2) < 0, and
Y22 - α(P22 - ΔP22) <= Y22 - (γ2Y21), then ΔY22 = Y22 - (γ2Y21)
and ΔY21 = 0.
6. If Y21 - α(P21 - ΔP21) < 0, Y22 - α(P22 - ΔP22) => 0, and
Y22 - α(P22 - ΔP22) => Y22 - (γ2Y21), then
ΔY22 = Y22 - α(P22 - ΔP22) and
ΔY21 = Y21 - (α/γ2)(P22 - ΔP22).
ΔYj = δ2Yj + [(Yj - δ2Yj )/Y21 ] ΔY21
ΔYk = δ2Yk + [(Yk - δ2Yk )/Y21 ] ΔY21
ΔYl = δ2Yl + [(Yl - δ2Yl )/Y21 ] ΔY21
ΔYm = δ2Ym + [(Ym - δ2Ym )/Y22 ] ΔY22
ΔYn = δ2Yn + [(Yn - δ2Yn )/Y22 ] ΔY22
The purpose of the foregoing definitional provisions together with the related provisions allocating
Realized Losses and defining the Principal Distribution Amounts for the respective Uncertificated
Lower-Tier Regular Interests is to accomplish the following goals in the following order of priority:
1. Making the ratio of (Y22 - ΔY22 ) to (Y21 - ΔY21 ) equal to γ2 after taking
account of the allocation Realized Losses and the distributions that will be made through the
end of the Distribution Date to which such provisions relate and assuring that each of the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts and Uncertificated
Lower-Tier Regular Interest Z Principal Reduction Amounts is greater than or equal to zero for
such Distribution Date;
12
2. Making the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-AA
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interests Y-AA and Uncertificated Lower-Tier Regular Interest
Z-AA, the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-BB
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-BB and Uncertificated Lower-Tier Regular Interest
Z-BB, the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-CC
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular Interest
Z-CC and the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest
Y-DD less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-DD and Uncertificated Lower-Tier Regular Interest
Z-DD, in each case after giving effect to allocations of Realized Losses and distributions to
be made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y22 - ΔY22 ) and whose
denominator is the sum of (Y22 - ΔY22) and (Z22 - ΔZ22) and (b) the fraction whose
numerator is (Y21 - ΔY21) and whose denominator is the sum of (Y21 - ΔY21) and (Z21
- ΔZ21) as large as possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Uncertificated Lower-Tier
Regular Interest Y Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts
thereof should be adjusted to so as to accomplish such goals within the requirement that each
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount must be less than or equal to
the sum of (a) the Principal Realized Losses to be allocated on the related Distribution Date for the
related Loan Group remaining after the allocation of such Realized Losses to the related class of
ratio-strip principal only certificates, if any, and (b) the remainder of the Pool Distribution Amount
for the related Loan Group or after reduction thereof by the distributions to be made on such
Distribution Date (i) to the related class of ratio-strip principal only certificates, if any, (ii) to
the related class of ratio-strip interest only certificates, if any, and (iii) in respect of interest on
the related Uncertificated Lower-Tier Regular Interests, or, if both of such goals cannot be
accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall be
resolved on the basis of the goals and their priorities set forth above within the requirement set forth
in the preceding sentence. If the formula allocations of ΔY21 among ΔYj, ΔYk and
ΔYl or ΔY22 among ΔYm and ΔYn cannot be achieved because one or more of
ΔYj, ΔYk, ΔYl, ΔYm and ΔYn, as so defined, is greater than the related one
of ΔPj, ΔPk, ΔPl, ΔPm and ΔPn, such an allocation shall be made as close
as possible to the formula allocation within the requirement that ΔYj < ΔPj, ΔYk <
ΔPk, ΔYl < ΔPl, ΔYm < ΔPm and ΔYn < ΔPn.
III. If K%<=R<=L%, make the following additional definitions:
13
δ3Yj = 0, if R31< r31; and
(R31- r31)( Yj + Yk )/(R31 - J%), if R31=> r31 and
K%>R31=>J%.
δ3Yk = (R31- r31)( Yj + Yk )/(R31 - K%), if R31< r31 and
R31<K%; and
0, if R31=> r31 and R31<K%.
δ3Yl = 0, if R32< r32;
(R32- r32)( Yl + Ym + Yn)Yl/
{ (R32 - L%)Yl + (R32 - M%)Ym }, if R32=> r32 and
N%>R32=>M%;
(R32- r32)( Yl + Ym + Yn)/(R32 - L%), if R32=> r32 and M%>R32=>L%;
δ3Ym = 0, if R32< r32 and
R32=>M%;
(R32- r32)( Yl + Ym + Yn)Ym/
{ (R32 - M%)Ym + (R32 - N%)Yn }, if R32< r32 and
L%<=R32<M%;
(R32- r32)( Yl + Ym + Yn)Ym/
{ (R32 - L%)Yl + (R32 - M%)Ym }, if R32=> r32 and
N%>R32=>M%;
0, if R32=> r32 and R32<M%.
δ3Yn = 0, if R32< r32 and
R32=>N%;
(R32- r32)( Yl + Ym + Yn)/(R32 - N%), if R32< r32 and
M%<=R32<N%;
(R32- r32)( Yl + Ym + Yn )Yn/
{ (R32 - M%)Ym + (R32 - N%)Yn }, if R32< r32 and
L%<=R32<M%;
0, if R32=> r32 and R32<N%.
δ3Yj, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ and δ3Yn are numbers respectively between Yj, Yk,
Yl, Ym, and Yn and 0 such that:
{J%(Yj - δ3Yj ) + K%( Yk.- δ3Yk) }/
( Yj - δ3Yj + Yk.- δ3Yk)
= R31;
14
and
{ L%( Yl.- δ3Yl) + M%( Ym.- δ3Ym) + N%( Yn.- δ3Yn ) }/
(Yl.- δ3Yl + Ym.- δ3Ym + Yn.- δ3Yn )
= R32.
Y31 = Yj - δ3Yj + Yk.- δ3Yk.
P31 = Pj + Pk.
Z31 = Zj + Zk.
ΔY31 = ΔYj - δ3Yj + ΔYk.- δ3Yk.
ΔP31 = ΔPj + ΔPk.
ΔZ31 = ΔZj + ΔZk.
Y32 = Yl.- δ3Yl + Ym.- δ3Ym + Yn.- δ3Yn .
P32 = Pl + Pm + Pn .
Z32 = Zl + Zm + Zn.
ΔY32 = ΔYl.- δ3Yl + ΔYm.- δ3Ym + ΔYn.- δ3Yn .
ΔP32 = ΔPl + ΔPm + ΔPn.
ΔZ32 = ΔZl + ΔZm + ΔZn.
1. If Y32 - α(P32 - ΔP32) => 0, Y31- α(P31 - ΔP31) => 0, and γ3(P31
- ΔP31) < (P32 - ΔP32), then ΔY32 = Y32 - αγ3(P31 - ΔP31)
and ΔY31 = Y31 - α(P31 - ΔP31).
2. If Y32 - α(P32 - ΔP32) => 0, Y31 - α(P31 - ΔP31) => 0, and
γ3(P31 - ΔP31) => (P32 - ΔP32), then
ΔY32 = Y32 - α(P32 - ΔP32) and
ΔY31 = Y31 - (α/γ3)(P32 - ΔP32).
3. If Y32 - α(P32 - ΔP32) < 0, Y31 - α(P31 - ΔP31) => 0, and
Y31 - α(P31 - ΔP31) => Y31 - (Y32/γ3), then
ΔY32 = Y32 - αγ3(P31 - ΔP31) and
ΔY31 = Y31 - α(P31 - ΔP31).
4. If Y32 - α(P32 - ΔP32) < 0, Y31 - (Y32/γ3) => 0, and
Y31 - α(P31 - ΔP31) <= Y31 - (Y32/γ3), then ΔY32 = 0 and
ΔY31 = Y31 - (Y32/γ3).
5. If Y31 - α(P31 - ΔP31) < 0, Y31 - (Y32/γ3) < 0, and
Y32 - α(P32 - ΔP32) <= Y32 - (γ3Y31), then ΔY32 = Y32 - (γ3Y31)
and ΔY31 = 0.
6. If Y31 - α(P31 - ΔP31) < 0, Y32 - α(P32 - ΔP32) => 0, and
Y32 - α(P32 - ΔP32) => Y32 - (γ3Y31), then
ΔY32 = Y32 - α(P32 - ΔP32) and
ΔY31 = Y31 - (α/γ3)(P32 - ΔP32).
15
ΔYj = δ3Yj + [(Yj - δ3Yj )/Y31 ] ΔY31
ΔYk = δ3Yk + [(Yk - δ3Yk )/Y31 ] ΔY31
ΔYl = δ3Yl + [(Yl - δ3Yl )/Y32 ] ΔY32
ΔYm = δ3Ym + [(Ym - δ3Ym )/Y32 ] ΔY32
ΔYn = δ3Yn + [(Yn - δ3Yn )/Y32 ] ΔY32
The purpose of the foregoing definitional provisions together with the related provisions allocating
Realized Losses and defining the Principal Distribution Amounts of the respective Uncertificated
Lower-Tier Regular Interests is to accomplish the following goals in the following order of priority:
1. Making the ratio of (Y32 - ΔY32 ) to (Y31 - ΔY31 ) equal to γ3 after
taking account of the allocation Realized Losses and the distributions that will be
made through the end of the Distribution Date to which such provisions relate and
assuring that each of the Uncertificated Lower-Tier Regular Interest Y Principal
Reduction Amounts and Uncertificated Lower-Tier Regular Interest Z Principal Reduction
Amounts is greater than or equal to zero for such Distribution Date;
2. Making the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular
Interest Y-AA less than or equal to 0.0005 of the sum of the Uncertificated Principal
Balances of Uncertificated Lower-Tier Regular Interests Y-AA and Uncertificated
Lower-Tier Regular Interest Z-AA, the Uncertificated Principal Balance of
Uncertificated Lower-Tier Regular Interest Y-BB less than or equal to 0.0005 of the
sum of the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular
Interest Y-BB and Uncertificated Lower-Tier Regular Interest Z-BB, the Uncertificated
Principal Balance of Uncertificated Lower-Tier Regular Interest Y-CC less than or
equal to 0.0005 of the sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular Interest Z-CC
and the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest
Y-DD less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances
of Uncertificated Lower-Tier Regular Interest Y-DD and Uncertificated Lower-Tier
Regular Interest Z-DD, in each case after giving effect to allocations of Realized
Losses and distributions to be made through the end of the Distribution Date to which
such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y32 - ΔY32 ) and whose
denominator is the sum of (Y32 - ΔY32) and (Z32 - ΔZ32) and (b) the
fraction whose numerator is (Y31 - ΔY31) and whose denominator is the sum of
(Y31 - ΔY31) and (Z31 - ΔZ31) as large as possible while remaining less
than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Uncertificated Lower-Tier
Regular Interest Y Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts
16
thereof should be adjusted to so as to accomplish such goals within the requirement that each
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount must be less than or equal to
the sum of (a) the Principal Realized Losses to be allocated on the related Distribution Date for the
related Loan Group remaining after the allocation of such Realized Losses to the related class of
ratio-strip principal only certificates, if any, and (b) the remainder of the Pool Distribution Amount
for the related Loan Group or after reduction thereof by the distributions to be made on such
Distribution Date (i) to the related class of ratio-strip principal only certificates, if any, (ii) to
the related class of ratio-strip interest only certificates, if any, and (iii) in respect of interest on
the related Uncertificated Lower-Tier Regular Interests, or, if both of such goals cannot be
accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall be
resolved on the basis of the goals and their priorities set forth above within the requirement set forth
in the preceding sentence. If the formula allocations of ΔY31 among ΔYj and ΔYk or
ΔY32 among ΔYl, ΔYm and ΔYn cannot be achieved because one or more of ΔYj,
ΔYk, ΔYl, ΔYm and ΔYn, as so defined, is greater than the related one of
ΔPj, ΔPk, ΔPl, ΔPm and ΔPn, such an allocation shall be made as close as
possible to the formula allocation within the requirement that ΔYj < ΔPj, ΔYk <
ΔPk, ΔYl < ΔPl, ΔYm < ΔPm and ΔYn < ΔPn.
IV. If R<=K%, make the following additional definitions:
δ4Yk = 0, if R42< r42;
(R42- r42)( Yk + Yl + Ym + Yn )Yk/
{ (R42 - K%)Yk + (R42 - L%)Yl + (R42 - M%)Ym }, if R42=> r42 and
N%>R42=>M%;
(R42- r42)( Yk + Yl + Ym + Yn )Yk/
{ (R42 - K%)Yk + (R42 - L%)Yl }, if R42=> r42 and
M%>R42=>L%; and
(R42- r42)( Yk + Yl + Ym + Yn )/(R42 - K%), if R42=> r42 and
L%>R42=>K%.
δ4Yl = 0, if R42< r42 and R42=>L%;
(R42- r42)( Yk + Yl + Ym + Yn )Yl/
{ (R42 - L%)Yl + (R42 - M%)Ym +
(R42 - N%)Yn }, if R42< r42 and
L%>R42=>K%;
(R42- r42)( Yk + Yl + Ym + Yn )Yl/
{ (R42 - K%)Yk + (R42 - L%)Yl + (R42 - M%)Ym }, if R42=> r42 and
N%>R42=>M%;
17
(R42- r42)( Yk + Yl + Ym + Yn )Yl/
{ (R42 - K%)Yk + (R42 - L%)Yl }, if R42=> r42 and
M%>R42=>L%;
0, if R42=> r42 and R42<L%.
δ4Ym = 0, if R42< r42 and R42=>M%;
(R42- r42)( Yk + Yl + Ym + Yn )Ym/
{ (R42 - M%)Ym + (R42 - N%)Yn }, if R42< r42 and
L%<=R42<M%;
(R42- r42)( Yk + Yl + Ym + Yn )Ym/
{ (R42 - L%)Yl + (R42 - M%)Ym + (R42 - N%)Yn }, if R42< r42 and K<=R42<L%;
(R42- r42)( Yk + Yl + Ym + Yn )Ym/
{ (R42 - K%)Yk + (R42 - L%)Yl + (R42 - M%)Ym }, if R42=> r42 and
N%>R42=>M%;
0, if R42=> r42 and R42<M%.
δ4Yn = 0, if R42< r42 and R42=>N%;
(R42- r42)( Yk + Yl + Ym + Yn )/ (R42 - N%), if R42< r42 and
M%<=R42<N%;
(R42- r42)( Yk + Yl + Ym + Yn )Yn/
{ (R42 - M%)Ym + (R42 - N%)Yn }, if R42< r42 and
L%<=R42<M%;
(R42- r42)( Yk + Yl + Ym + Yn )Yn/
{ (R42 - L%)Yl + (R42 - M%)Ym + (R42 - N%)Yn }, if R42< r42 and
K%<=R42<L%;
0, if R42=> r42 and R42<N%.
▇▇▇▇, ▇▇▇▇, ▇▇▇▇ and δ4Yn are numbers respectively between Yk, Yl, Ym and Yn and 0 such that
{ K%( Yk.- δ4Yk) + L%( Yl.- δ4Yl) + M%( Ym.- δ4Ym) + N%( Yn.- δ4Yn) }/
( Yk.- δ4Yk + Yl.- δ4Yl + Ym.- δ4Ym + Yn.- δ4Yn )
= R42.
Y42 = Yk.- δ4Yk + Yl.- δ4Yl + Ym.- δ4Ym + Yn.- δ4Yn .
P42 = Pk + Pl + Pm + Pn.
Z42 = Zk + Zl + Zm + Zn.
18
ΔY42 = ΔYk.- δ4Yk + ΔYl.- δ4Yl + ΔYm.- δ4Ym + ΔYn.- δ4Yn .
ΔP42 = ΔPk + ΔPl + ΔPm + ΔPn.
ΔZ42 = ΔZk + ΔZl + ΔZm + ΔZn.
1. If Y42 - α(P42 - ΔP42) => 0, Yj- α(Pj - ΔPj) => 0, and γ4(Pj -
ΔPj) < (P42 - ΔP42), then ΔY42 = Y42 - αγ4(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
2. If Y42 - α(P42 - ΔP42) => 0, Yj - α(Pj - ΔPj) => 0, and
γ4(Pj - ΔPj) => (P42 - ΔP42), then
ΔY42 = Y42 - α(P42 - ΔP42) and
ΔYj = Yj - (α/γ4)(P42 - ΔP42).
3. If Y42 - α(P42 - ΔP42) < 0, Yj - α(Pj - ΔPj) => 0, and
Yj - α(Pj - ΔPj) => Yj - (Y42/γ4), then
ΔY42 = Y42 - αγ4(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
4. If Y42 - α(P42 - ΔP42) < 0, Yj - (Y42/γ4) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y42/γ4), then ΔY42 = 0 and
ΔYj = Yj - (Y42/γ4).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Y42/γ4) < 0, and
Y42 - α(P42 - ΔP42) <= Y42 - (γ4Yj), then ΔY42 = Y42 - (γ4Yj) and
ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Y42 - α(P42 - ΔP42) => 0, and
Y42 - α(P42 - ΔP42) => Y42 - (γ4Yj), then
ΔY42 = Y42 - α(P42 - ΔP42) and
ΔYj = Yj - (α/γ4)(P42 - ΔP42).
ΔYk = δ4Yk + [(Yk - δ4Yk )/Y42 ] ΔY42
ΔYl = δ4Yl + [(Yl - δ4Yl )/Y42 ] ΔY42
ΔYm = δ4Ym + [(Ym - δ4Ym )/Y42 ] ΔY42
ΔYn = δ4Yn + [(Yn - δ4Yn )/Y42 ] ΔY42
The purpose of the foregoing definitional provisions together with the related provisions allocating
Realized Losses and defining the Principal Distribution Amounts for the respective Uncertificated
Lower-Tier Regular Interests is to accomplish the following goals in the following order of priority:
1. Making the ratio of (Y42 - ΔY42 ) to (Yj - ΔYj ) equal to γ4 after taking
account of the allocation Realized Losses and the distributions that will be made through the
end of the Distribution Date to which such provisions relate and assuring that each of the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts and Uncertificated
Lower-Tier Regular Interest Z Principal Reduction Amounts is greater than or equal to zero for
such Distribution Date;
2. Making the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-AA
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interests Y-AA and Uncertificated Lower-Tier Regular Interest
19
Z-AA, the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-BB
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-BB and Uncertificated Lower-Tier Regular Interest
Z-BB, the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest Y-CC
less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular Interest
Z-CC and the Uncertificated Principal Balance of Uncertificated Lower-Tier Regular Interest
Y-DD less than or equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-DD and Uncertificated Lower-Tier Regular Interest
Z-DD, in each case after giving effect to allocations of Realized Losses and distributions to
be made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y42 - ΔY42 ) and whose
denominator is the sum of (Y42 - ΔY42) and (Z42 - ΔZ42) and (b) the fraction whose
numerator is (Yj - ΔYj) and whose denominator is the sum of (Yj - ΔYj) and (Zj -
ΔZj) as large as possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Uncertificated Lower-Tier
Regular Interest Y Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts
thereof should be adjusted to so as to accomplish such goals within the requirement that each
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount must be less than or equal to
the sum of (a) the Principal Realized Losses to be allocated on the related Distribution Date for the
related Loan Group remaining after the allocation of such Realized Losses to the related class of
ratio-strip principal only certificates, if any, and (b) the remainder of the Pool Distribution Amount
for the related Loan Group or after reduction thereof by the distributions to be made on such
Distribution Date (i) to the related class of ratio-strip principal only certificates, if any, (ii) to
the related class of ratio-strip interest only certificates, if any, and (iii) in respect of interest on
the related Uncertificated Lower-Tier Regular Interests, or, if both of such goals cannot be
accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall be
resolved on the basis of the goals and their priorities set forth above within the requirement set forth
in the preceding sentence. If the formula allocation of ΔY42 among ΔYk, ΔYl,
ΔYm and ΔYn cannot be achieved because one or more of ΔYk, ΔYl, ΔYm and
ΔYn, as so defined, is greater than the related one of ΔPk, ΔPl, ΔPm and
ΔPn, such an allocation shall be made as close as possible to the formula allocation within the
requirement that ΔYk < ΔPk, ΔYl < ΔPl, ΔYm < ΔPm and ΔYn <
ΔPn.
NOTES:
1. Uncertificated Lower-Tier Regular Interests Y-AA and Z-AA are related to Loan Group AA. The
sum of the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests Y-AA and
Z-AA is equal to the aggregate stated principal balance of the Mortgage Loans in Loan Group AA.
Uncertificated Lower-Tier Regular Interests Y-BB and Z-BB are related to Loan Group BB. The sum of the
20
Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests Y-BB and Z-BB is equal
to the aggregate stated principal balance of the Mortgage Loans in Loan Group BB. Uncertificated
Lower-Tier Regular Interests Y-CC and Z-CC are related to Loan Group CC. The sum of the Uncertificated
Principal Balances of Uncertificated Lower-Tier Regular Interests Y-CC and Z-C is equal to the aggregate
stated principal balance of the Mortgage Loans in Loan Group CC. Uncertificated Lower-Tier Regular
Interests Y-DD and Z-DD are related to Loan Group DD. The sum of the Uncertificated Principal Balances
of Uncertificated Lower-Tier Regular Interests Y-DD and Z-D is equal to the aggregate stated principal
balance of the Mortgage Loans in Loan Group DD. The Uncertificated Lower-Tier Regular Interests will be
principal and interest classes bearing interest at the pass-through rate for the related Loan Group.
2. The Class B pass-through rate is the weighted average of the pass-through rates on the
Uncertificated Lower-Tier Y Regular Interests.
21
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCATED HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE CERTIFICATES, THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE BALANCE BY INQUIRY OF THE
CERTIFICATE ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE CERTIFICATE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. _____
Adjustable Pass-Through Rate
Class _____-A-_____ Senior
Date of Pooling and Servicing Agreement: March 27, 2007
Initial Class Certificate Balance of this Certificate
Cut-off as of the Cut-off Date:
Date:
$___________________
March 1, 2007
Initial Certificate Balance of this Certificate as of
First Distribution Date: the Cut-off Date:
April 20, 2007 $____________________
Master Servicer:
CUSIP: [92977T]_____
U.S. Bank National Association
Assumed Final Distribution Date:
March 20, 2037
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2007-A TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-A
evidencing a percentage interest in the distributions allocable to the Class
_____-A-_____ Certificates with respect to a Trust consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by WACHOVIA MORTGAGE LOAN TRUST, LLC.
This Certificate is payable solely from the assets of the Trust, and does not
represent an obligation of or interest in Wachovia Mortgage Loan Trust, LLC ("WMLT"), the Master
Servicer, the Servicers, the Certificate Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by WMLT, the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee or any of their affiliates or any other person. None of WMLT,
the Master Servicer, the Servicers, the Certificate Administrator or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the Certificates of the same Class as this Certificate, which Certificates evidence
a beneficial interest in a trust (the "Trust") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by WMLT. The Mortgage Loans were sold by Wachovia Bank, National Association
("WBNA") to WMLT. U.S. Bank National Association ("U.S. Bank") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below) and certificate administrator (the "Certificate Administrator," which term includes
any successors thereto under the Agreement referred to below). National City Mortgage Co., Fifth Third
Mortgage Company, SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A. will act as servicers of the
Mortgage Loans (the "Servicers," which term includes any successors thereto under the Agreement referred
to below). The Trust was created pursuant to the Pooling and Servicing Agreement dated as of March 27,
2007 (the "Agreement"), among WMLT, as depositor, U.S. Bank, as master servicer and certificate
administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and
▇▇▇▇▇ Fargo Bank, N.A., each as servicers, and HSBC Bank USA, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest on this Certificate will accrue during the one-month period ending on the
last day of the month preceding the month in which such Distribution Date (as hereinafter defined)
occurs on the Certificate Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Certificate Administrator will distribute on the 20th day of each month, or, if such
20th day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the related Record Date, an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any,
required to be distributed to the Holders of Certificates of the same Class as this Certificate. The
Assumed Final Distribution Date is the Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan and is not likely to be the date on which the Class Certificate
Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Certificate Administrator by
wire transfer to the account at a bank or other depository institution having appropriate wire transfer
facilities specified in writing by such Certificateholder to the Certificate Administrator or, if no
such prior written wire transfer instruction has been provided to the Certificate Administrator, by
check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at
the address appearing in the Certificate Register, by wire transfer, or by such other means of payment
as such Certificateholder and the Certificate Administrator shall agree upon. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the party named in the
Agreement or the Certificate Administrator, as described in the Agreement, of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Certificate Administrator for that purpose and designated in such notice. The initial
Certificate Balance of this Certificate is set forth above. The Certificate Balance hereof will be
reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocated
hereto.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust for payment hereunder and that neither the Certificate Administrator nor the Trustee
is liable to the Certificateholders for any amount payable under this Certificate or the Agreement or,
except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of the Depositor, the Master Servicer, the Servicers,
the Certificate Administrator and the Trustee and the rights of the Certificateholders under the
Agreement from time to time by the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee, with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The
Agreement also permits the amendment thereof in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Certificate
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Certificate Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued to the designated
transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Certificate Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Depositor, the Servicers, the Trustee,
the Master Servicer, the Certificate Administrator, the Certificate Registrar and any agent of any of
them may treat the Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicers, the Trustee, the Master Servicer, the Certificate
Administrator, the Certificate Registrar or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement)
shall terminate upon the earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all REO Property
or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other
assets of the Trust in accordance with the terms of the Agreement. Such optional repurchase may be made
only if the Pool Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is
less than 5% of the Cut-off Date Pool Principal Balance. The exercise of such right will effect the
early retirement of the Certificates. In no event, however, will the Trust created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Certificate Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be
duly executed.
Dated: March 27, 2007 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely
as Certificate Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class _____-A-_____ Certificates referred to in the
within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION not in its
individual capacity but solely as
Certificate Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the Certificate Register of the
Trust.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-2
FORM OF CLASS 1-A-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-U.S. PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR WITH A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT ACQUIRING THIS CERTIFICATE DIRECTLY OR INDIRECTLY FOR, OR ON BEHALF
OF, OR WITH THE "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF
THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
▇▇▇▇▇▇▇ MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) A RURAL ELECTRIC OR TELEPHONE COOPERATIVE DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE.
Certificate No. ____ Adjustable Pass-Through Rate
Class 1-A-R Senior
Date of Pooling and Servicing Agreement: March 27, 2007 Initial Class Certificate Balance of this Certificate
as of the Cut-off Date:
Cut-off Date: $100.00
March 1, 2007
Initial Certificate Balance of this Certificate as of
First Distribution Date: the Cut-off Date:
April 20, 2007 $____________________
Master Servicer: CUSIP: [92977T]_____
U.S. U.S. Bank National Association
Assumed Final Distribution Date:
March 20, 2037
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2007-A TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-A
evidencing a percentage interest in the distributions allocable to the Class 1-A-R
Certificates with respect to a Trust consisting primarily of a pool of adjustable
interest rate mortgage loans secured by first liens on one-to-four family residential
properties and sold by WACHOVIA MORTGAGE LOAN TRUST, LLC
This Certificate is payable solely from the assets of the Trust, and does not
represent an obligation of or interest in Wachovia Mortgage Loan Trust, LLC ("WMLT"), the Master
Servicer, the Servicers, the Certificate Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by WMLT, the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee or any of their affiliates or any other person. None of WMLT,
the Servicers, the Master Servicer, the Certificate Administrator or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that __________________________ is the registered owner of the
Percentage Interest evidenced hereby in the Certificates of the same Class as this Certificate, which
Certificates evidence a beneficial interest in a trust (the "Trust") primarily consisting of
conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by WMLT. The Mortgage Loans were sold by Wachovia
Bank, National Association ("WBNA") to WMLT. U.S. Bank National Association ("U.S. Bank") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below) and certificate administrator (the "Certificate Administrator,"
which term includes any successors thereto under the Agreement referred to below). National City
Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A. will act
as servicers of the Mortgage Loans (the "Servicers," which term includes any successors thereto under
the Agreement referred to below). The Trust was created pursuant to the Pooling and Servicing Agreement
dated as of March 27, 2007 (the "Agreement"), among WMLT, as depositor, U.S. Bank, as master servicer
and certificate administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust
Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A., each as servicers, and HSBC Bank USA, National Association,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any
ownership interest in this Certificate must be a U.S. Person and a Permitted Transferee, (ii) the
transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Certificate Administrator of, among other things, an affidavit to the effect that it is a U.S. Person
and Permitted Transferee, (iii) any attempted or purported transfer of any ownership interest in this
Certificate in violation of such restrictions will be absolutely null and void and will vest no rights
in the purported transferee, and (iv) if any person other than a U.S. Person and a Permitted Transferee
acquires any ownership interest in this Certificate in violation of such restrictions, then the Seller
will have the right, in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Seller, which purchaser may be the Seller, or any
affiliate of the Seller, on such terms and conditions as the Seller may choose.
The Certificate Administrator will distribute on the 20th day of each month, or, if
such 20th day is not a Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Certificate Administrator by
wire transfer to the account at a bank or other depository institution having appropriate wire transfer
facilities specified in writing by such Certificateholder to the Certificate Administrator or, if no
such prior written wire transfer instruction has been provided to the Certificate Administrator, by
check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at
the address appearing in the Certificate Register, by wire transfer, or by such other means of payment
as such Certificateholder and the Certificate Administrator shall agree upon. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the party named in the
Agreement or the Certificate Administrator, as described in the Agreement, of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Certificate Administrator for that purpose and designated in such notice.
No transfer of this Class 1-A-R Certificate will be made unless the Trustee and the
Certificate Administrator have received a representation letter stating that the transferee is not
acquiring directly or indirectly by, or on behalf of, an employee benefit plan or other retirement
arrangement that is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and/or Section 4975 of the Code (a "Plan"), or by a person using "plan assets" of a
Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust for payment hereunder and that neither the Certificate Administrator nor the Trustee
is liable to the Certificateholders for any amount payable under this Certificate or the Agreement or,
except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of the Depositor, the Master Servicer, the Servicers,
the Certificate Administrator and the Trustee and the rights of the Certificateholders under the
Agreement from time to time by the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The
Agreement also permits the amendment thereof in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Certificate
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Certificate Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued to the designated
transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Certificate Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Depositor, the Servicers, the Trustee,
the Master Servicer, the Certificate Administrator, the Certificate Registrar and any agent of any of
them may treat the Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicers, the Trustee, the Master Servicer, the Certificate
Administrator, the Certificate Registrar or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement)
shall terminate upon the earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all REO Property
or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other
assets of the Trust in accordance with the terms of the Agreement. Such optional repurchase may be made
only if the Pool Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is
less than 5% of the Cut-off Date Pool Principal Balance. The exercise of such right will effect the
early retirement of the Certificates. In no event, however, will the Trust created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Certificate Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be
duly executed.
Dated: March 27, 2007 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely
as Certificate Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class 1-A-R Certificates referred to in the within-mentioned
Agreement.
U.S. BANK NATIONAL ASSOCIATION not in its
individual capacity but solely as
Certificate Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the Certificate Register of the
Trust.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT B
FORM OF CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A [CLASS B-1][CLASS
B-2] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR NAMED HEREIN
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE CERTIFICATE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN SHALL
BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST
THEREIN, THAT EITHER (I) IT IS NOT ACQUIRING SUCH CERTIFICATE WITH "PLAN ASSETS" OF A PLAN, (II) IT HAS
ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION CLASS EXEMPTION 2002-41
(THE "EXEMPTION"), AND THAT (1) IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF
THE EXEMPTION, INCLUDING THAT SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P
OR ▇▇▇▇▇'▇ AT THE TIME OF PURCHASE AND (2) IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1)
OF REGULATION D OF THE SECURITIES ACT OF 1933, AS AMENDED OR (III) (1) IT IS AN INSURANCE COMPANY, (2)
THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY
GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN PROHIBITED CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE
CONDITIONS IN SECTIONS I AND II OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No. _____ Adjustable Pass-Through Rate
Class B-[1][2][3] Subordinate
Date of Pooling and Servicing Agreement: March 27, 2007
Initial Class Certificate Balance of this Certificate
Cut-off Date: as of the Cut-off Date:
March 1, 2007 $____________________
First Distribution Date: Initial Certificate Balance of this Certificate as of
April 20, 2007 the Cut-off Date:
$____________________
Master Servicer: CUSIP: [92977T]_____
U.S. U.S. Bank National Association
Assumed Final Distribution Date:
March 20, 2037
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2007-A TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-A
evidencing a percentage interest in the distributions allocable to the Class
B-[1][2][3] Certificates with respect to a Trust consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by WACHOVIA MORTGAGE LOAN TRUST, LLC.
This Certificate is payable solely from the assets of the Trust, and does not
represent an obligation of or interest in Wachovia Mortgage Loan Trust, LLC ("WMLT"), the Master
Servicer, the Servicers, the Certificate Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by WMLT, the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee or any of their affiliates or any other person. None of WMLT,
the Master Servicer, the Servicers, the Certificate Administrator or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the Certificates of the same Class as this Certificate, which Certificates evidence
a beneficial interest in a trust (the "Trust") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by WMLT. The Mortgage Loans were sold by Wachovia Bank, National Association
("WBNA") to WMLT. U.S. Bank National Association ("U.S. Bank") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below) and certificate administrator (the "Certificate Administrator," which term includes
any successors thereto under the Agreement referred to below). National City Mortgage Co., Fifth Third
Mortgage Company, SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A. will act as servicers of the
Mortgage Loans (the "Servicers," which term includes any successors thereto under the Agreement referred
to below). The Trust was created pursuant to the Pooling and Servicing Agreement dated as of March 27,
2007 (the "Agreement"), among WMLT, as depositor (the "Seller"), U.S. Bank, as master servicer and
certificate administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage,
Inc. and ▇▇▇▇▇ Fargo Bank, N.A., each as servicers, and HSBC Bank USA, National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in
the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest on this Certificate will accrue during the one-month period ending on the
last day of the month preceding the month in which such Distribution Date (as hereinafter defined)
occurs on the Certificate Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Certificate Administrator will distribute on the 20th day of each month, or, if such
20th day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the related Record Date, an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any,
required to be distributed to the Holders of Certificates of the same Class as this Certificate. The
Assumed Final Distribution Date is the Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan and is not likely to be the date on which the Class Certificate
Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Certificate Administrator by
wire transfer to the account at a bank or other depository institution having appropriate wire transfer
facilities specified in writing by such Certificateholder to the Certificate Administrator or, if no
such prior written wire transfer instruction has been provided to the Certificate Administrator, by
check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at
the address appearing in the Certificate Register, by wire transfer, or by such other means of payment
as such Certificateholder and the Certificate Administrator shall agree upon. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the party named in the
Agreement or the Certificate Administrator, as described in the Agreement, of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Certificate Administrator for that purpose and designated in such notice. The initial
Certificate Balance of this Certificate is set forth above. The Certificate Balance hereof will be
reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocated
hereto.
Each beneficial owner of a Class B-[1][2][3] Certificate or any interest therein shall
be deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest
therein, that either (i) it is not acquiring such Certificate with "plan assets" of a Plan, (ii) it has
acquired and is holding such Certificate in reliance on Prohibited Transaction Class Exemption 2002-41
(the "Exemption"), and that (1) it understands that there are certain conditions to the availability of
the Exemption, including that such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P
or ▇▇▇▇▇'▇ at the time of purchase and (2) it is an "accredited investor" as defined in Rule 501(a)(1)
of Regulation D of the Securities Act of 1933, as amended or (iii) (1) it is an insurance company, (2)
the source of funds used to acquire or hold the Certificate or interest therein is an "insurance company
general account," as such term is defined in Prohibited Class Exemption ("PTCE") 95-60, and (3) the
conditions in Sections I and II of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust for payment hereunder and that neither the Certificate Administrator nor the Trustee
is liable to the Certificateholders for any amount payable under this Certificate or the Agreement or,
except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of the Depositor, the Master Servicer, the Servicers,
the Certificate Administrator and the Trustee and the rights of the Certificateholders under the
Agreement from time to time by the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee, with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The
Agreement also permits the amendment thereof in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Certificate
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Certificate Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued to the designated
transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Certificate Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Depositor, the Servicers, the Trustee,
the Master Servicer, the Certificate Administrator, the Certificate Registrar and any agent of any of
them may treat the Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicers, the Trustee, the Master Servicer, the Certificate
Administrator, the Certificate Registrar or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement)
shall terminate upon the earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all REO Property
or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other
assets of the Trust in accordance with the terms of the Agreement. Such optional repurchase may be made
only if the Pool Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is
less than 5% of the Cut-off Date Pool Principal Balance. The exercise of such right will effect the
early retirement of the Certificates. In no event, however, will the Trust created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Certificate Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be
duly executed.
Dated: March 27, 2007 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely
as Certificate Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[1][2][3] Certificates referred to in the within-mentioned
Agreement.
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely
as Certificate Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the Certificate Register of the
Trust.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT C
FORM OF CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1, CLASS
B-2 AND CLASS B-3 [CLASS B-4] [CLASS B-5] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCATED HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE CERTIFICATES, THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE BALANCE BY INQUIRY OF THE
CERTIFICATE ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO (A) THE
RECEIPT BY THE CERTIFICATE ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE CERTIFICATE ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE
CERTIFICATE ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE TRUSTEE AND CERTIFICATE ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT
OF THE TRUSTEE, THE SERVICERS, THE MASTER SERVICER AND THE CERTIFICATE ADMINISTRATOR UPON WHICH THEY MAY
RELY THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER LOCAL LAW, WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR LAW
SUBSTANTIALLY SIMILAR TO THE FOREGOING SECTIONS OF ERISA AND THE CODE, AND WILL NOT SUBJECT THE
CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER OR THE SERVICERS TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
BE AN EXPENSE OF THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER OR THE SERVICERS.
Certificate No. _____ Adjustable Pass-Through Rate
Class B-[4][5][6] Subordinate
Date of Pooling and Servicing Agreement: March 27, 2007
Initial Class Certificate Balance of this Certificate
Cut-off Date: as of the Cut-off Date:
March 1, 2007 $____________________
First Distribution Date: Initial Certificate Balance of this Certificate as of
April 20, 2007 the Cut-off Date:
$____________________
Master Servicer: CUSIP: [92977T]_____
U.S. U.S. Bank National Association
Assumed Final Distribution Date:
March 20, 2037
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2007-A TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-A
evidencing a percentage interest in the distributions allocable to the Class
B-[4][5][6] Certificates with respect to a Trust consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by WACHOVIA MORTGAGE LOAN TRUST, LLC.
This Certificate is payable solely from the assets of the Trust, and does not
represent an obligation of or interest in Wachovia Mortgage Loan Trust, LLC ("WMLT"), the Master
Servicer, the Servicers, the Certificate Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by WMLT, the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee or any of their affiliates or any other person. None of WMLT,
the Master Servicer, the Servicers, the Certificate Administrator or any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that _________________________________ is the registered owner of the
Percentage Interest evidenced hereby in the Certificates of the same Class as this Certificate, which
Certificates evidence a beneficial interest in a trust (the "Trust") primarily consisting of
conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by WMLT. The Mortgage Loans were sold by Wachovia
Bank, National Association ("WBNA") to WMLT. U.S. Bank National Association ("U.S. Bank") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below) and certificate administrator (the "Certificate Administrator,"
which term includes any successors thereto under the Agreement referred to below). National City
Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A. will act
as servicers of the Mortgage Loans (the "Servicers," which term includes any successors thereto under
the Agreement referred to below). The Trust was created pursuant to the Pooling and Servicing Agreement
dated as of March 27, 2007 (the "Agreement"), among WMLT, as depositor (the "Seller"), U.S. Bank, as
master servicer and certificate administrator, National City Mortgage Co., Fifth Third Mortgage Company,
SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A., each as servicers, and HSBC Bank USA, National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
The Certificate Administrator will distribute on the 20th day of each month, or, if
such 20th day is not a Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any,
required to be distributed to the Holders of Certificates of the same Class as this Certificate. The
Assumed Final Distribution Date is the Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan and is not likely to be the date on which the Class Certificate
Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Certificate Administrator by
wire transfer to the account at a bank or other depository institution having appropriate wire transfer
facilities specified in writing by such Certificateholder to the Certificate Administrator or, if no
such prior written wire transfer instruction has been provided to the Certificate Administrator, by
check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at
the address appearing in the Certificate Register, by wire transfer, or by such other means of payment
as such Certificateholder and the Certificate Administrator shall agree upon. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the party named in the
Agreement or the Certificate Administrator, as described in the Agreement, of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Certificate Administrator for that purpose and designated in such notice. The initial
Certificate Balance of this Certificate is set forth above. The Certificate Balance hereof will be
reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocated
hereto.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Trustee shall require
receipt of (i) written certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the forms attached to the
Agreement and (ii) if requested by the Certificate Administrator, an Opinion of Counsel satisfactory to
it that such transfer may be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust or of the Depositor, the Trustee, the Certificate Administrator or
the Servicers in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the
Certificate Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such Certificates without registration
or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Certificate Administrator, the Seller, the Seller and the Servicers against
any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class B-[4][5][6] Certificate will be made unless the Trustee and
the Certificate Administrator have received either (i) opinion of counsel for the benefit of the
Trustee, Servicers and the Certificate Administrator and which they may rely which is satisfactory to
the Certificate Administrator that the purchase of this certificate is permissible under local law, will
not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue
Code, as amended (the "Code") and will not subject the Servicers, the Trustee or the Certificate
Administrator to any obligation or liability in addition to those undertaken in the Agreement or (ii) a
representation letter stating that the transferee is not acquiring directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA,
and/or Section 4975 of the Code (a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust for payment hereunder and that neither the Certificate Administrator nor the Trustee
is liable to the Certificateholders for any amount payable under this Certificate or the Agreement or,
except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of the Depositor, the Master Servicer, the Servicers,
the Certificate Administrator and the Trustee and the rights of the Certificateholders under the
Agreement from time to time by the Depositor, the Master Servicer, the Servicers, the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The
Agreement also permits the amendment thereof in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Certificate
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Certificate Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued to the designated
transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Certificate Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Depositor, the Servicers, the Trustee,
the Master Servicer, the Certificate Administrator, the Certificate Registrar and any agent of any of
them may treat the Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicers, the Trustee, the Master Servicer, the Certificate
Administrator, the Certificate Registrar or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement)
shall terminate upon the earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all REO Property
or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other
assets of the Trust in accordance with the terms of the Agreement. Such optional repurchase may be made
only if the Pool Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is
less than 5% of the Cut-off Date Pool Principal Balance. The exercise of such right will effect the
early retirement of the Certificates. In no event, however, will the Trust created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Certificate Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be
duly executed.
Dated: March 27, 2007 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely
as Certificate Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[4][5][6] Certificates referred to in the within-mentioned
Agreement.
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but solely
as Certificate Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the Certificate Register of the
Trust.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT D-1
MORTGAGE LOAN SCHEDULE (LOAN GROUP 1)
EXHIBIT D-2
MORTGAGE LOAN SCHEDULE (LOAN GROUP 2)
EXHIBIT D-3
MORTGAGE LOAN SCHEDULE (LOAN GROUP 3)
EXHIBIT D-4
MORTGAGE LOAN SCHEDULE (LOAN GROUP 4)
EXHIBIT E
FORM OF REQUEST FOR RELEASE OF DOCUMENTS
To: U.S. Bank National Association
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Document Custody Services / WMLT 2007-A
Re: Pooling and Servicing Agreement, dated as of March 27, 2007, among Wachovia Mortgage Loan
Trust, LLC, as depositor, U.S. Bank National Association, as master servicer and certificate
administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage,
Inc. and ▇▇▇▇▇ Fargo Bank, N.A., as servicers, and HSBC Bank USA, National Association, as
trustee, issuing Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates Series
2007-A
In connection with the administration of the Mortgage Loans held by you pursuant to the
above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt,
of the Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been deposited into the Servicer
Custodial Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Repurchase
_____ 5. Other (Describe)
Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and
Servicing Agreement.
________________________________
[Name of Servicer]
By:_____________________________
Name:
Title:
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
_______________ hereby certifies that it has established a Servicer Custodial
Account pursuant to Section 3.08(e) of the Pooling and Servicing Agreement, dated March 27, 2007, among
Wachovia Mortgage Loan Trust, LLC, as depositor, U.S. Bank National Association, as master servicer and
certificate administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage,
Inc. and ▇▇▇▇▇ Fargo Bank, N.A., as servicers, and HSBC Bank USA, National Association, as trustee.
_______________________________
[Name of Servicer]
By: ________________________________
Name:
Title:
EXHIBIT G-1
FORM OF TRANSFEROR'S CERTIFICATE
[Date]
U.S. Bank National Association
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇-▇▇-▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Transfer Unit / WMLT 2007-A
Re: Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A,
Class ______
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by ______________ (the
"Transferor") to ______________ (the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated March 27, 2007, among Wachovia Mortgage Loan Trust, LLC, as depositor, U.S.
Bank National Association, as master servicer and certificate administrator, National City Mortgage Co.,
Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A., as servicers, and HSBC
Bank USA, National Association, as trustee. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Certificate Administrator, that:
1. The Transferor is the lawful owner of the Transferred Certificates with the full right
to transfer such Certificates free from any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred,
pledged, sold or otherwise disposed of any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or
accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a Transferred Certificate or
any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to any Transferred Certificate, any interest in a Transferred Certificate or
any other similar security, which (in the case of any of the acts described in clauses (a) through (e)
hereof) would constitute a distribution of the Transferred Certificates under the Securities Act of
1933, as amended (the "1933 Act"), would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities laws, or would require registration or
qualification of the Transferred Certificates pursuant to the 1933 Act or any state securities laws.
Very truly yours,
________________________________________
(Transferor)
By:_____________________________________
Name:
Title:
EXHIBIT G-2A
FORM 1 OF TRANSFEREE'S CERTIFICATE
______________,200___
U.S. Bank National Association,
as Certificate Administrator
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇-▇▇-▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Transfer Unit / WMLT 2007-A
Re: Wachovia Mortgage Loan Trust, LLC Series 2007-A
Mortgage Pass-Through Certificates, Series 2007-A, Class _____
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from ______________ (the "Seller")
$_________ initial Class Balance of Mortgage Pass-Through Certificates, Series 2007-A, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of March 27, 2007 among Wachovia Mortgage Loan Trust, LLC, as Depositor (the
"Depositor"), U.S. Bank National Association, as master servicer and certificate administrator, National
City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A., as
servicers (each, a "Servicer") and HSBC Bank USA, National Association, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with,
the Seller and the Certificate Administrator that:
1. The Purchaser understands that (a) the Certificates have not been and will not
be registered or qualified under the Securities Act of 1933, as amended (the "Act") or any
state securities law, (b) the Seller is not required to so register or qualify the
Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to
the provisions of the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a
legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment
only and not with a view to or for sale in connection with any distribution thereof in any
manner that would violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and, in particular, in
such matters related to securities similar to the Certificates, such that it is capable of
evaluating the merits and risks of investment in the Certificates, (b) able to bear the
economic risks of such an investment and (c) an "accredited investor" within the meaning of
Rule 501 (a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review
(a) a copy of the Pooling and Servicing Agreement and (b) such other information concerning the
Certificates, the Mortgage Loans and the Seller as has been requested by the Purchaser from the
Seller or the Seller and is relevant to the Purchaser's decision to purchase the Certificates.
The Purchaser has had any questions arising from such review answered by the Seller or the
Seller to the satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it authorized or will it authorize
any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any
interest in any Certificate or any other similar security to any person in any manner, (b)
solicit any offer to buy or to accept a pledge, disposition of other transfer of any
Certificate, any interest in any Certificate or any other similar security from any person in
any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser is (i) not acquiring the Certificate directly or indirectly for,
on behalf of, or with "plan assets" of an employee benefit plan or other retirement arrangement
which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended,
or Section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) has provided the
opinion of counsel specified in Section 5.07(a) of the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with,
the Depositor, the Certificate Administrator, the Servicers and the Trustee that the Purchaser will not
transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set
forth in either 6(a) or (b) above.
Very truly yours,
[PURCHASER]
By:____________________________________
Name:
Title:
EXHIBIT G-2B
FORM 2 OF TRANSFEREE'S CERTIFICATE
Description of Rule 144A Securities, including numbers:
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
Ladies and Gentlemen:
The undersigned buyer, ______________ (the "Buyer"), intends to purchase from the undersigned
seller, ______________ (the "Seller"), $_________ initial Class Balance of the Rule 144A Securities
described above and issued pursuant to the Pooling and Servicing Agreement (the "Agreement"), dated as
of March 27, 2007 among Wachovia Mortgage Loan Trust, LLC, as depositor (the "Depositor"), U.S. Bank
National Association, as master servicer and certificate administrator, National City Mortgage Co., Fifth
Third Mortgage Company, SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A., as servicers (each, a
"Servicer") and HSBC Bank USA, National Association, as trustee (the "Trustee"). All terms used herein
and not otherwise defined shall have the meanings set forth in the Agreement.
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the
following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the
"1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not
offered the Rule 144A Securities to any person other than the Buyer or another "qualified
institutional buyer" as defined in Rule 144A under the ▇▇▇▇ ▇▇▇.
2. The Buyer warrants and represents to, and covenants with, the Depositor, the
Trustee and the Certificate Administrator as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule
144A Securities that it has requested from the Depositor, the Trustee or the Certificate
Administrator.
(d) Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed the form of certification to that
effect attached hereto as Annex 1. The Buyer is aware that the sale to it is being made in
reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or
the accounts of other qualified institutional buyers, understands that such Rule 144A
Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or transfer is
being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
3. The Buyer is (i) not acquiring the Certificate directly or indirectly for, on
behalf of, or with "plan assets" of an employee benefit plan or other retirement arrangement
which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended,
or Section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) has provided the
opinion of counsel specified in Section 5.07(a) of the Agreement.
4. This document may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be
an original; such counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth
below.
_____________________________________ _______________________________________
Print Name of Seller Print Name of Buyer
By:__________________________________ By:____________________________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No.__________________________________ No:____________________________________
Date:________________________________ Date:__________________________________
ANNEX 1
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A")
because (i) the Buyer owned and/or invested on a discretionary basis
$ ____________________________________________ in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.
__ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan
association or similar institution), Massachusetts or similar business trust,
partnership, or charitable organization described in Section 501(c)(3) of the Internal
Revenue Code.
__ Bank. The Buyer (a) is a national bank or banking institution organized under the
laws of any State, territory or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or equivalent institution,
and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
__ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision over any
such institutions or is a foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.
__ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934.
__ Insurance Company. The Buyer is an insurance company whose primary and predominant
business activity is the writing of insurance or the reinsuring of risks underwritten
by insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State or territory or the District
of Columbia.
__ State or Local Plan. The Buyer is a plan established and maintained by a State, its
political subdivisions, or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
__ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of
the Employee Retirement Income Security Act of 1974.
__ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
__ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business Investment
Act of 1958.
__ Business Development Company. The Buyer is a business development company as defined
in Section 202(a)(22) of the Investment Advisers Act of 1940.
__ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and
whose participants are exclusively (a) plans established and maintained by a State,
its political subdivisions, or any agency or instrumentality of the State or its
political subdivisions, for the benefit of its employees, or (b) employee benefit
plans within the meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual retirement
accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or
subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer
and did not include any of the securities referred to in the preceding paragraph. Further, in
determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer's direction. However, such securities were not included if the
Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that
the seller to it and other parties related to the Certificates are relying and will continue to rely on
the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
_______ _______ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for the account of a third party (including
any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third
party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the
Buyer has obtained a current representation letter from such third party or taken other appropriate
steps contemplated by Rule 144A to conclude that such third party independently meets the definition of
"qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is made
of any changes in the information and conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of
such purchase.
_____________________________________
Print Name of Buyer
By:__________________________________
Name:
Title:
Date:________________________________
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER FOR ERISA
RESTRICTED CERTIFICATES
U.S. Bank National Association
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇-▇▇-▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Transfer Unit / WMLT 2007-A
Re: Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A,
Class _____
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by _______________ (the
"Transferor") to _________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated March 27, 2007, among Wachovia Mortgage Loan
Trust, LLC, as depositor, U.S. Bank National Association, as master servicer and certificate
administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and
▇▇▇▇▇ Fargo Bank, N.A., as servicers, and HSBC Bank USA, National Association, as trustee. All
capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as Certificate Administrator,
that it is not, and is not acting on behalf of, an employee benefit plan or arrangement, including an
individual retirement account, subject to Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the "Code"), or any federal,
state or local law which is similar to Section 406 of ERISA or the Code ("Similar Law") (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase of the Transferred
Certificates.
Capitalized terms used in and not otherwise defined herein shall have the meaning assigned to them
in the Pooling and Servicing Agreement.
Very truly yours,
_________________________________________
(Transferee)
By:______________________________________
Name:____________________________________
Title:_____________________________________
Date:_____________________________________
EXHIBIT I-1
FORM OF AFFIDAVIT REGARDING TRANSFER OF RESIDUAL CERTIFICATES
STATE OF __________________ )
) ss.:
COUNTY OF _________________ )
______________________________, being first duly sworn, deposes and says:
1. That (s)he is a(n) ___________________________________ of
______________________________________ (record or beneficial owner (the "Owner") of a ____% Percentage
Interest of the Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates, Series 2007-A,
Class 1-A-R Certificates (the "Class 1-A-R Certificates")), a __________________________ duly organized
and existing under the laws of _____________________________ on behalf of which (s)he makes this
affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing large partnership as of [Closing Date][date of purchase] within the meaning of Sections
860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986, as amended (the "Code") or an
electing large partnership under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in the Class 1-A-R
Certificates, and (iii) is acquiring the Class 1-A-R Certificates for its own account or for the account
of another Owner from which it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. (For this purpose, a "disqualified organization" means an electing large
partnership under Section 775 of the Code, the United States, any state or political subdivision
thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of the
activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental entity) or any foreign
government, international organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless such organization is
subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of
Class 1-A-R Certificates to disqualified organizations or electing large partnerships under the Code,
that applies to all transfers of Class 1-A-R Certificates after March 31, 1988; (ii) that such tax would
be on the transferor (or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a broker, nominee or
middleman) for a disqualified organization, on the agent; (iii) that the person (other than with respect
to transfers to electing large partnerships) otherwise liable for the tax shall be relieved of liability
for the tax if the transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not have actual knowledge that
the affidavit is false; and (iv) that the Class 1-A-R Certificates may be "noneconomic residual
interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class 1-A-R Certificates if either the pass-through entity is an electing large partnership under
Section 775 of the Code or if at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in such entity. (For this purpose, a
"pass through entity" includes a regulated investment company, a real estate investment trust or common
trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is either (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity treated as a corporation or a partnership for U.S. federal
income tax purposes and created or organized in or under the laws of the United States, any state
thereof or the District of Columbia (other than a partnership that is not treated as a United States
person under any applicable Treasury regulations), (iii) an estate that is described in Section
7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section 7701(a)(30)(E) of the Code.
6. The Owner hereby agrees that it will not cause income from the Class 1-A-R
Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning
of an applicable income tax treaty) of the Owner or another United States taxpayer.
7. That the Owner is aware that the Trustee will not register the transfer of any
Class 1-A-R Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit
and agreement, among other things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of
the representations contained in such affidavit and agreement are false.
8. That the Owner has reviewed the restrictions set forth on the face of the
Class 1-A-R Certificates and the provisions of Section 6.02(f) of the Pooling and Servicing Agreement
under which the Class 1-A-R Certificates were issued. The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
9. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
the Class 1-A-R Certificates will only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
10. The Owner's Taxpayer Identification Number is ________________________________.
11. This affidavit and agreement relates only to the Class 1-A-R Certificates held
by the Owner and not to any other holder of the Class 1-A-R Certificates. The Owner understands that
the liabilities described herein relate only to the Class 1-A-R Certificates.
12. That no purpose of the Owner relating to the transfer of any of the Class
1-A-R Certificates by the Owner is or will be to impede the assessment or collection of any tax; in
making this representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation
Section 1.860E-1 (c) and recent amendments thereto, effective as of August 19, 2002, and (ii) the
preamble describing the adoption of the amendments to such regulation, which is attached hereto as
Exhibit 1.
13. That the Owner has no present knowledge or expectation that it will be unable
to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In
this regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the
Class 1-A-R Certificates that the Owner intends to pay taxes associated with holding such Class 1-A-R
Certificates as they become due, fully understanding that it may incur tax liabilities in excess of any
cash flows generated by the Class 1-A-R Certificates.
14. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class 1-A-R Certificates
remain outstanding.
15. The Purchaser is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or an
investment manager, named fiduciary or a trustee of any such plan, or any other Person acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any such plan.
Capitalized terms used but not defined herein shall have the meanings assigned to them
in the Pooling and Servicing Agreement dated as of March 27, 2007.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf,
pursuant to the authority of its Board of Directors, by its _____________________, and its corporate
seal to be hereunto attached, attested by its ______________________, this _____ of _____, 20__.
[NAME OF INVESTOR]
By:_______________________________
Name:
Title:
[Corporate Seal]
ATTEST:
_____________________________________
Personally appeared before me the above-named _________________________, known or
proved to me to be the same person who executed the foregoing instrument and to be a(n)
_________________________ of the Owner, and acknowledged to me that (s)he executed the same as his/her
free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this _____ day of _____, 20__.
_____________________________________________
NOTARY PUBLIC
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE REGARDING
TRANSFER OF RESIDUAL CERTIFICATE
[DATE]
U.S. Bank National Association
as Certificate Administrator
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇-▇▇-▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Transfer Unit / WMLT 2007-A
Re: Wachovia Mortgage Loan Trust, LLC Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-A, Class 1-A-R Certificate
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
______________________________ (the "Seller") to ________________________________ (the "Purchaser") of a
____% Percentage Interest in the Wachovia Mortgage Loan Trust, LLC Mortgage Asset-Backed Pass-Through
Certificates, Series 2007-A, Class 1-A-R Certificates (the "Certificates"), pursuant to the Pooling and
Servicing Agreement, dated as of March 27, 2007 (the "Pooling and Servicing Agreement"), among Wachovia
Mortgage Loan Trust, LLC, as depositor (the "Depositor"), U.S. Bank National Association, as master
servicer and certificate administrator (in its capacity as certificate administrator, the "Certificate
Administrator"), National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and
▇▇▇▇▇ Fargo Bank, N.A., as servicers, and HSBC Bank USA, National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants
with, the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificates by the
Seller to the Purchaser is or will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Certificate
Administrator a transfer affidavit and agreement in the form attached to the Pooling and Servicing
Agreement as Exhibit I-1. The Seller does not know or believe that any representation contained therein
is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations
Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the
Purchaser has historically paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become due in the future. The
Seller understands that the transfer of a Certificate may not be respected for United States income tax
purposes (and the Seller may continue to be liable for United States income taxes associated therewith)
unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not both a
United States Person and a Permitted Transferee.
Very truly yours,
[NAME OF SELLER]
By:___________________________________________
Name:
Title:
EXHIBIT J
[Reserved]
EXHIBIT K
[Reserved]
EXHIBIT L
[Reserved]
EXHIBIT M
FORM OF LOST NOTE AFFIDAVIT
Loan Number ____________
STATE OF ____________________
COUNTY OF __________________
________________________________________, of the lawful age, who declared that he/she is an employee of
________________________________, organized and existing under the laws of the United States of America,
being by me first duly sworn according to law, deposes and says to the best of his/her knowledge and
belief that the Note herein below described was lost and has not been paid, satisfied, assigned,
pledged, transferred or hypothecated in any way;
THAT the unpaid balance is still due and owing on that certain Note dated _________________________, which
Note was executed by
,
in the original principal sum of $_______________________________________.
EXECUTED this ___ day of ______________________,_______.
_____________________________________
By: __________________________________
Name:
Title:
Subscribed and sworn before me this ____ day of _____________________, 20____.
Notary Public in and for the
State of _____________________
EXHIBIT N
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE
"AGREEMENT"), DATED AS OF MARCH 27, 2007, IS BY AND AMONG HSBC BANK USA, NATIONAL ASSOCIATION, AS TRUSTEE
(INCLUDING SUCCESSORS, THE "TRUSTEE"), WACHOVIA MORTGAGE LOAN TRUST, LLC (TOGETHER WITH ANY SUCCESSOR IN
INTEREST, THE "DEPOSITOR"), NATIONAL CITY MORTGAGE CO., FIFTH THIRD MORTGAGE COMPANY, SUNTRUST MORTGAGE,
INC. AND ▇▇▇▇▇ FARGO BANK, N.A., AS SERVICERS (TOGETHER WITH ANY SUCCESSOR IN INTEREST OR SUCCESSOR
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, EACH AS A "SERVICER") AND U.S. BANK
NATIONAL ASSOCIATION, AS MASTER SERVICER, CERTIFICATE ADMINISTRATOR AND CUSTODIAN (TOGETHER WITH ANY
SUCCESSOR IN INTEREST OR ANY SUCCESSOR APPOINTED HEREUNDER, THE "CUSTODIAN").
WITNESSETH THAT:
WHEREAS, the Depositor, U.S. Bank National Association, as master servicer and
certificate administrator, the Servicers and the Trustee have entered into a Pooling and Servicing
Agreement, dated as of March 27, 2007, relating to the issuance of WMLT Mortgage Pass-Through
Certificates, Series 2007-A (the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of
receiving and holding certain documents and other instruments delivered by the Depositor or the
Servicers under the Pooling and Servicing Agreement upon the terms and conditions and subject to the
limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Depositor, the Servicers and the Custodian hereby
agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Pooling and Servicing Agreement, unless otherwise required by the context
herein.
ARTICLE II.
APPOINTMENT; CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Appointment of Custodian.
U.S. Bank National Association is hereby appointed as Custodian pursuant to this
Agreement and the Pooling and Servicing Agreement. U.S. Bank National Association hereby accepts such
appointment, and agrees to perform the duties of the Custodian hereunder and thereunder and to comply
with the terms and provisions hereof and thereof with respect thereto.
Section 2.2. Acceptance of Mortgage Files. The Custodian acknowledges (subject to
any exceptions noted in the Initial Certification referred to in Section 2.4(1)) receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule attached hereto (the "Mortgage Loan
Schedule") and declares that it holds and will hold such Mortgage Files as agent of, and for the benefit
of, the Trustee.
Section 2.3. Recordation of Assignments. If any Mortgage File includes one or
more assignments of Mortgage to the Trustee in a state in which recordation is specifically required by
the Rating Agencies to obtain the initial ratings for the Certificates pursuant to the provisions of
Section 2.01(b) of the Pooling and Servicing Agreement, each such assignment shall be delivered by the
Custodian to the Depositor for the purpose of recording it in the appropriate public office for real
property records, and the Depositor, at no expense to the Custodian, shall promptly cause to be recorded
in the appropriate public office for real property records each such assignment of Mortgage and, upon
receipt thereof from such public office, shall return each such assignment of Mortgage to the Custodian.
Section 2.4. Review of Mortgage Files.
(1) On or prior to the Closing Date, in accordance with Section 2.02 of the
Pooling and Servicing Agreement, the Custodian shall deliver to the Depositor and the Trustee an Initial
Certification in the form of Exhibit O to the Pooling and Servicing Agreement evidencing receipt
(subject to any exceptions noted therein) of a Mortgage File for each Mortgage Loan listed on the
Mortgage Loan Schedule.
(2) Within 90 days of the Closing Date, the Custodian shall review, in accordance
with the provisions of Section 2.02 of the Pooling and Servicing Agreement, and shall deliver to the
Depositor and the Trustee a Final Certification in the form annexed as Exhibit P to the Pooling and
Servicing Agreement. If, in the course of such review, the Custodian finds any document described in
Section 2.01(b)(i), (ii), (iii), (v) or (ix)(A), (B), (C), (D), (F) or (G) of the Pooling and Servicing
Agreement which does not meet the requirements of Section 2.01 of the Pooling and Servicing Agreement or
is omitted from such Mortgage File, the Custodian shall promptly so notify the related Servicer and the
Depositor. In performing any such review, the Custodian may conclusively rely on the purported
genuineness of any such document and any signature thereon. It is understood that the scope of the
Custodian's review of the Mortgage Files is limited solely to confirming that the documents listed in
Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) of the Pooling and
Servicing Agreement have been received and further confirming that any and all documents contained in
the Mortgage File appear on their face to have been executed and relate to the related Mortgage Loan.
The Custodian shall not have any responsibility for determining whether any document is valid and
binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any
document has been recorded in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.
(3) The Custodian shall retain possession and custody of each Mortgage File in
accordance with and subject to the terms and conditions set forth in the Pooling and Servicing Agreement.
(4) The Custodian shall be under no duty or obligation (i) to inspect, review or
examine any documents, instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they are other than what they purport to
be on their face or (ii) to determine whether any Mortgage File should include any of the documents
specified in Sections 2.01(b)(iv), (vi), (vii) and (viii) and (ix)(E) of the Pooling and Servicing
Agreement.
Section 2.5. Notification of Breaches of Representations and Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty as set forth in Section 2.04 of
the Pooling and Servicing Agreement with respect to a Mortgage Loan, the Custodian shall give prompt
written notice to the Depositor, the Servicers and the Trustee.
Section 2.6. Custodian to Cooperate; Release of Mortgage Files. Upon receipt by
the Custodian of a Request for Release, in accordance with Section 3.15 of the Pooling and Servicing
Agreement, the Custodian shall within seven Business Days release the related Mortgage File to or at the
direction of the requesting Servicer. Such Servicer shall cause the Mortgage File so released to be
returned to the Custodian when the need therefor by the Servicer no longer exists, unless the Mortgage
Loan is liquidated and the proceeds thereof are deposited in the related Servicer Custodial Account, in
which case such Servicer shall deliver to the Custodian a Request for Release, signed by a Servicing
Officer.
ARTICLE III.
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each
Mortgage Note, Mortgage and other documents constituting each Mortgage File which are delivered to the
Custodian, the Custodian is exclusively the bailee and agent of the Trustee, is holding such Mortgage
File for the sole benefit of the Trustee, and has no instructions to hold any Mortgage Note, Mortgage,
or Mortgage File for the benefit of any person other than the Trustee and the Certificateholders. The
Custodian undertakes to perform such duties and only such duties as are specifically set forth in this
Agreement and the Pooling and Servicing Agreement. Except upon compliance with the provisions of
Section 2.6 of this Agreement, no Mortgage Note, Mortgage or Mortgage File shall be delivered by the
Custodian to the Depositor, the Servicers or otherwise released from the possession of the Custodian.
Section 3.2. Custodian May Own Certificates. The Custodian in its individual or
any other capacity may become the owner or pledgee of Certificates with the same rights it would have if
it were not Custodian.
Section 3.3. Master Servicer to Pay Fees. The Master Servicer covenants and
agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, all reasonable
fees as agreed to by the Master Servicer and the Custodian for services rendered by it in the exercise
and performance of any of the powers and duties hereunder of the Custodian.
Section 3.4. Custodian May Resign; Trustee May Remove Custodian. The Custodian
may resign by giving notice to the other parties to this Agreement. Upon receiving such notice of
resignation, the Trustee either shall take custody of the Mortgage Files or shall appoint a successor
Custodian meeting the requirements set forth below.
Thirty (30) days after such notice of resignation, if the Trustee by then shall not
have taken custody of the Mortgage Files and shall not have appointed a successor Custodian that has
accepted its appointment, the resigning Custodian shall be entitled to deliver the Mortgage Files to the
offices of the Trustee, and the Trustee shall be obligated to accept delivery. Alternatively, the
resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor
Custodian meeting the requirements set forth below.
The Trustee may remove the Custodian at any time for cause, based upon a material
breach by the Custodian of its duties or obligations under this Agreement or the Pooling and Servicing
Agreement if, after giving notice of such material breach to the Custodian, such material breach remains
uncured for 90 days. In addition, the Trustee may remove the Custodian if the credit rating of the
Custodian is withdrawn or reduced to below "BBB-" by Standard & Poor's or below "Baa3" by ▇▇▇▇▇'▇.
In the event of any removal of the Custodian, the Trustee shall appoint, or petition
a court of competent jurisdiction to appoint, a successor Custodian meeting the requirements set forth
below.
Any successor Custodian shall be an insured depository institution subject to
supervision or examination by a federal or State governmental authority, shall have a combined capital
and surplus at the time of appointment of at least $50,000,000 and shall be qualified to do business, or
exempt from such qualification, in the jurisdictions in which the Mortgage Files will be held, unless
the Depositor, the Issuer and the Trustee each consent otherwise.
Any resignation or removal of the Custodian, and appointment of a successor Custodian,
shall become effective only upon acceptance by the successor Custodian of its appointment. The Trustee
shall give prompt notice to the other parties to this Agreement of the appointment of any successor
Custodian. No successor Custodian shall be appointed by the Trustee without the prior approval of the
Depositor, which approval shall not be unreasonably withheld.
Section 3.5. Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 3.6. Representations of the Custodian. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least $50,000,000 and is qualified to do business in
the jurisdictions in which it will hold any Mortgage File.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
Section 4.1. Representations and Warranties. Each of the Depositor, each Servicer
and the Custodian hereby represents and warrants to, and agrees with, the other parties that:
(a) such party has been duly formed and is validly existing in good standing under
the laws of the jurisdiction of its formation;
(b) such party has, in all material respects, full power and authority to own its
assets and operate its business as presently owned or operated and to execute, deliver, and perform its
obligations under this Agreement;
(c) this Agreement has been duly authorized, executed, and delivered by such
party, constitutes the legal, valid, and binding obligation of such party, and is enforceable against
such party in accordance with its terms, except as such enforceability may be limited by laws relating
to the rights of creditors or general principles of equity;
(d) neither the execution and delivery by such party of this Agreement, nor the
performance by such party of its obligations under this Agreement, will conflict with, result in a
material breach or violation of, or constitute (with or without notice or lapse of time or both) a
default under, any law or any indenture or other agreement to which such party or its properties are
bound, other than such as would not have a material adverse effect on the other parties to this
Agreement;
(e) there are no proceedings or investigations pending or, to the best knowledge
of such party, threatened, against such party before any governmental authority (i) asserting the
unenforceability of this Agreement, (ii) seeking to prevent the consummation of any transaction
contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable
judgment of such party, would have a material adverse effect on such party's performance under this
Agreement, or (iv) seeking any determination or ruling that would have a material adverse effect on the
enforceability of this Agreement, in each case which, if adversely determined, would be reasonably
likely to result in a material adverse effect on the other parties to this Agreement; and
(f) no consent, approval, authorization, or order of, or filing with, any
governmental authority is required on the part of such party in connection with its performance of the
transactions contemplated by this Agreement, except those which have been obtained or made and are in
full force and effect and those which the failure to obtain would not have a material adverse effect on
the other parties to this Agreement.
ARTICLE V.
COMPLIANCE WITH REGULATION AB
Section 5.1. Intent of the parties; Reasonableness. The parties hereto
acknowledge and agree that the purpose of this Article V is to facilitate compliance by the Depositor,
the Master Servicer, the Certificate Administrator and the Trustee with the provisions of Regulation AB
and related rules and regulations of the Commission. None of the Depositor, the Master Servicer, the
Certificate Administrator nor the Trustee shall exercise its right to request delivery of information or
other performance under these provisions other than in good faith, or for purposes other than compliance
with the 1933 Act, the 1934 Act and the rules and regulations of the Commission under the 1933 Act and
the 1934 Act. Each of the parties hereto acknowledges that interpretations of the requirements of the
requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice
of counsel, or otherwise, and agrees to comply with requests made by the Depositor, the Master Servicer,
the Certificate Administrator and the Trustee in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB to the extent reasonably
practicable. The Custodian shall cooperate reasonably with the Depositor, the Master Servicer, the
Certificate Administrator and the Trustee to deliver to the Depositor, the Master Servicer and the
Certificate Administrator (including any of their respective assignees or designees), any and all
disclosure, statements, reports, certifications, records and any other information necessary in the
reasonable, good faith determination of the Depositor, the Master Servicer, the Certificate
Administrator and the Trustee to permit the Depositor, the Master Servicer, the Certificate
Administrator and the Trustee to comply with the provisions of Regulation AB.
Section 5.2. Additional Representations and Warranties of the Custodian.
(1) The Custodian hereby represents and warrants that the information set forth in
the Prospectus Supplement relating to the Certificates, dated March 27, 2007, under the caption "The
Pooling and Servicing Agreement - Custodial Arrangements" (the "Custodian Disclosure") does not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading.
(2) The Custodian shall be deemed to represent to the Depositor as of the date
hereof and on each date on which information is provided to the Depositor under Section 5.3 that, except
as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial
condition that could have a material adverse effect on the performance by it of its Custodian
obligations under this Agreement or any other securitization transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending (or known to be
contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to
the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, trustee,
originator, significant obligor, enhancement or support provider or other material transaction party (as
such terms are used in Regulation AB) (each, a "Transaction Party") relating to the securitization
transaction contemplated by the Pooling and Servicing Agreement, other than those identified by the
Custodian to Depositor in writing as of the Closing Date.
(3) If so requested by the Depositor on any date following the Closing Date, the
Custodian shall, within five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (1) of this section or, if any such
representation and warranty is not accurate as of the date of such confirmation, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from
the Depositor shall not be given more than once each calendar quarter, unless the Depositor shall have a
reasonable basis for a determination that any of the representations and warranties may not be accurate.
Section 5.3. Additional Information to Be Provided by the Custodian. For so long
as the Certificates are outstanding, for the purpose of satisfying the Depositor's reporting obligation
under the 1934 Act with respect to any class of Certificates, the Custodian shall (a) notify the
Depositor in writing of any material litigation or governmental proceedings pending against the
Custodian that would be material to Certificateholders, and (b) provide to the Depositor a written
description of such proceedings. Any notices and descriptions required under this Section 5.3 shall be
given no later than five Business Days prior to the Determination Date following the month in which the
Custodian has knowledge of the occurrence of the relevant event. As of the date the Depositor or Master
Servicer files each Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian
will be deemed to represent that any information previously provided under this Section 5.3, if any, is
materially correct and does not have any material omissions unless the Custodian has provided an update
to such information.
Section 5.4. Report on Assessment of Compliance and Attestation. On or before
March 15 of each calendar year, the Custodian shall:
(1) deliver to the Depositor a report (in form and substance reasonably
satisfactory to the Depositor) regarding the Custodian's assessment of compliance with the Applicable
Servicing Criteria set forth on Exhibit A hereto during the immediately preceding calendar year, as
required under Rules 13a-18 and 15d-18 of the 1934 Act and Item 1122 of Regulation AB (each such report,
an "Assessment of Compliance"). Each such Assessment of Compliance shall be addressed to the Depositor
and signed by an authorized officer of the Custodian; and
(2) deliver to the Depositor a report of a registered public accounting firm
reasonably acceptable to the Depositor that attests to, and reports on, the Assessment of Compliance
made by the Custodian and delivered pursuant to the preceding paragraph (each such report, an
"Accountant's Attestation"). Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3)
and 2-02(g) of Regulation S-X under the 1933 Act and the 1934 Act.
Section 5.5. Indemnification. The Custodian shall indemnify and hold harmless the
Certificate Administrator, the Master Servicer and the Depositor and each of their directors, officers,
employees, agents, and affiliates from and against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (a) any breach by it of any if its obligations under this Article V
including particularly its obligation to provide any Assessment of Compliance or Accountant's
Attestation or any information, data or material required to be included in any 1934 Act report, (b) any
misstatement or omission in any information, data or materials provided by the Custodian pursuant to
this Article V, or (c) the negligence, bad faith or willful misconduct of the Custodian Party in
connection with the performance of any if its obligations under this Article V. This indemnification
shall survive the termination of this Agreement or the termination of any party to this Agreement.
ARTICLE VI.
MISCELLANEOUS PROVISIONS
Section 6.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally,
by telegram or telex, by overnight express, or by registered or certified mail, postage prepaid, return
receipt requested, at 1) in the case of the Trustee, HSBC Bank USA, National Association, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Trust, WMLT 2007-A; 2) in the case of the Custodian,
U.S. Bank National Association, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇-▇▇-▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Document Collateral Services - WMLT 2007-A; 3) in the case of the Depositor, Wachovia
Mortgage Loan Trust, LLC, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: General Counsel and Chief Financial Officer; 4) in the case of National City, National City
Mortgage Co., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇; 5) in the case of
Fifth Third, Fifth Third Bank, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ MD
1MOB2V; 6) in the case of SunTrust, SunTrust Mortgage, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇; and 7) in the case of ▇▇▇▇▇ Fargo, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇.▇., ▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, MAC X2302-033, with a copy to
General Counsel, MAC X2401-06T (unless changed by the particular party whose address is stated herein by
similar notice in writing), in which case the notice will be deemed delivered when received.
Section 6.2. Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto,
and neither the Depositor, the Servicers nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Certificate Administrator shall give prompt notice
to the Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the
Custodian with written copies thereof.
Section 6.3. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE CONFLICTS OF LAWS
PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 6.4. Recordation of Agreement. To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Depositor and at the Depositor's expense, but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to the Depositor to the effect that the
failure to effect such recordation is likely to materially and adversely affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.
Section 6.5. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
HSBC BANK USA, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Trustee under the
Pooling and Servicing Agreement
By:______________________________________
Name:
Title:
WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor
By:______________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as Custodian, Master Servicer and
Certificate Administrator
By:______________________________________
Name:
Title:
NATIONAL CITY MORTGAGE CO.,
as a Servicer
By:______________________________________
Name:
Title:
FIFTH THIRD MORTGAGE COMPANY,
as a Servicer
By:______________________________________
Name:
Title:
SUNTRUST MORTGAGE, INC.,
as a Servicer
By:______________________________________
Name:
Title:
▇▇▇▇▇ FARGO BANK, N.A.,
as a Servicer
By:______________________________________
Name:
Title:
EXHIBIT A
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria";
_____________________________________________________________________________________________________________
Applicable
Servicing Criteria Servicing Criteria
_____________________________________________________________________________________________________________
Reference Criteria
_____________________________________________________________________________________________________________
General Servicing Considerations
_____________________________________________________________________________________________________________
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
_____________________________________________________________________________________________________________
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party's performance and compliance with such
servicing activities
_____________________________________________________________________________________________________________
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
_____________________________________________________________________________________________________________
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
_____________________________________________________________________________________________________________
Cash Collection and Administration
_____________________________________________________________________________________________________________
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts
no more than two business days following receipt and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
_____________________________________________________________________________________________________________
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
_____________________________________________________________________________________________________________
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
_____________________________________________________________________________________________________________
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
_____________________________________________________________________________________________________________
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institutions" with respect to a foreign
financial institution means a foreign financial institution
1122(d)(2)(v) that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
_____________________________________________________________________________________________________________
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone
other than the person who prepared the reconciliations; and
(D) contain explanations for reconciling items, These
1122(d)(2)(vii) reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
_____________________________________________________________________________________________________________
Investor Remittances and Reporting
_____________________________________________________________________________________________________________
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements, (B) provide information calculated
in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i) the trustee's records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
_____________________________________________________________________________________________________________
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
_____________________________________________________________________________________________________________
Disbursements made to an investor are posted within two
business days to the servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
_____________________________________________________________________________________________________________
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
_____________________________________________________________________________________________________________
Pool Asset Administration
_____________________________________________________________________________________________________________
Collateral or security on pool assets is maintained as X
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
_____________________________________________________________________________________________________________
Pool assets and related documents are safeguarded as X
1122(d)(4)(ii) required by the transaction agreements.
_____________________________________________________________________________________________________________
Any additions, removals or substitutions to the asset pool X
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
_____________________________________________________________________________________________________________
Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the servicer's obligor records maintained no more than
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
_____________________________________________________________________________________________________________
The servicer's records regarding the pool assets agree with
1122(d)(4)(v) the servicer's records with respect to an obligor's unpaid
principal balance.
_____________________________________________________________________________________________________________
Changes with respect to the terms or status of an obligor's
pool asset (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
_____________________________________________________________________________________________________________
Loss mitigation of recovery actions (e.g., forbearance
plans, modifications and deed in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
_____________________________________________________________________________________________________________
Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained in at
least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
_____________________________________________________________________________________________________________
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
_____________________________________________________________________________________________________________
Regarding any funds held in trust for an obligor (such as
escrow accounts); (A) such funds are analyzed, in accordance
with the obligor's pool asset documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool
asset documents and state laws; and (C) such funds are
returned to the obligor within 3- calendar days of full
1122(d)(4)(x) repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
_____________________________________________________________________________________________________________
Payments made on behalf of an obligor (such as tax ore
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such
support has been received by the service at least 30
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
_____________________________________________________________________________________________________________
Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer's
funds and not charged to the obligor, unless the late
1122(d)(4)(xii) payment was due to the obligor's error or omission.
_____________________________________________________________________________________________________________
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
_____________________________________________________________________________________________________________
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible funds are
recognized and recorded in accordance with the transaction
agreements.
_____________________________________________________________________________________________________________
1122(d)(4)(xv) Any external enhancement or other support, identified in
item 1114(a)(1) through (3) or item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
_____________________________________________________________________________________________________________
EXHIBIT O
FORM OF INITIAL CERTIFICATION
HSBC Bank USA, National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Trust - WMLT 2007-A
Wachovia Mortgage Loan Trust, LLC
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ - Suite G
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Wachovia Mortgage Loan Trust, LLC Series 2007-A Trust
Ladies and Gentlemen:
In accordance with Section 2.4 of the custodial agreement dated as of March 27, 2007 (the
"Custodial Agreement"), between HSBC Bank USA, National Association, as trustee, Wachovia Mortgage Loan
Trust, LLC, as depositor, U.S. Bank National Association., as master servicer and certificate
administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and
▇▇▇▇▇ Fargo Bank, N.A., as servicers, and U.S. Bank National Association, as custodian (the
"Custodian"), the undersigned, as Custodian, hereby certifies that it has received the following with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule:
Except for the exceptions listed on the schedule attached hereto, the Mortgage File for each of
the Mortgage Loans includes all documents specified in Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A),
(B), (C), (D), (F) and (G) of the pooling and servicing agreement dated as of March 27, 2007 (the
"Pooling and Servicing Agreement"), among the Depositor, U.S. Bank National Association, as master
servicer and certificate administrator, the Servicers and the Trustee.
Capitalized terms not otherwise defined herein have the meaning set forth in the Pooling and
Servicing Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Custodian
By:____________________________________
Name:
Title:
EXHIBIT P
FORM OF FINAL CERTIFICATION
HSBC Bank USA, National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Trust - WMLT 2007-A
Wachovia Mortgage Loan Trust, LLC
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ - Suite G
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Wachovia Mortgage Loan Trust, LLC Series 2007-A Trust
Ladies and Gentlemen:
In accordance with Section 2.4 of the custodial agreement dated as of March 27, 2007 (the
"Custodial Agreement"), between HSBC Bank USA, National Association, as trustee, Wachovia Mortgage Loan
Trust, LLC, as depositor, U.S. Bank National Association., as master servicer and certificate
administrator, National City Mortgage Co., Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and
▇▇▇▇▇ Fargo Bank, N.A., as servicers, and U.S. Bank National Association, as custodian (the
"Custodian"), the undersigned, as Custodian, hereby certifies that it has received the following with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule:
Except for the exceptions listed on the schedule attached hereto, the Mortgage File for each of
the Mortgage Loans includes all documents specified in Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A),
(B), (C), (D), (F) and (G) of the pooling and servicing agreement dated as of March 27, 2007 (the
"Pooling and Servicing Agreement"), among the Depositor, U.S. Bank National Association, as master
servicer and certificate administrator, the Servicers and the Trustee.
Capitalized terms not otherwise defined herein have the meaning set forth in the Pooling and
Servicing Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Custodian
By:____________________________________
Name:
Title:
EXHIBIT Q
FORM OF 10-K CERTIFICATION
Re: The Pooling and Servicing Agreement, dated as of March 27, 2007 (the "Pooling and
Servicing Agreement"), among Wachovia Mortgage Loan Trust, LLC, as depositor (the "Depositor"),
U.S. Bank National Association, as master servicer (in its capacity as certificate
administrator, the "Master Servicer") and certificate administrator (in its capacity as
certificate administrator, the "Certificate Administrator"), National City Mortgage Co., Fifth
Third Mortgage Company, SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A., as servicers, and
HSBC Bank USA, National Association, as trustee (the "Trustee").
I, _______________________, the ________________________ of [NAME OF COMPANY] (the "Company"),
certify to the Depositor, the Master Servicer, the Certificate Administrator, and their
officers, with the knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed (i) the servicer compliance statement of the Company provided in
accordance with Section 12.06 of the Pooling and Servicing Agreement (the "Item 1123 Certificate"),
(ii) the report on assessment of the Company's compliance with the servicing criteria provided in
accordance with Section 12.07 of the Pooling and Servicing Agreement, (iii) the registered public
accounting firm's attestation report provided in accordance with Section 12.08 of the Pooling and
Servicing Agreement (the "Accountant's Attestation"), and all servicing reports, officer's certificates
and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that
were delivered by the Company to the Certificate Administrator pursuant to the Agreement (collectively,
the "Company Servicing Information");
(2) Based, on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in the light of the circumstances under which such statements were made, not misleading
with respect to the period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the Certificate Administrator;
(4) I am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Item
1123 Certificate and except as disclosed in the Item 1123 Certificate, the Assessment of Compliance or
the Accountant's Attestation, the Company has fulfilled its obligations under the Agreement in all
material respects; and
(5) The Form of 10-K Certification required to be provided by the Depositor and by any
Servicing Function Participant pursuant to the Agreement, have been provided to Certificate
Administrator. Any material instances of noncompliance described in such reports have been disclosed to
Certificate Administrator. Any material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
By:___________________________________
Name:
Title
Date:
EXHIBIT R
RELEVANT SERVICING CRITERIA
The assessment of compliance to be delivered by the Master Servicer and the Certificate
Administrator shall address, at a minimum, the criteria identified as below as "Applicable Servicing
Criteria" with respect to such party:
Where there are multiple checks for criteria the attesting party will identify in their management
assertion that they are attesting only to the portion of the distribution chain they are responsible for
in the related transaction agreements.
____________________________________________________________________________________________________________________
Regulation AB Servicing Criteria Servicers Master Servicer Certificate
Reference Administrator
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
General Servicing Considerations
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
1122(d)(1)(i) Policies and procedures are instituted X X X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
agreements.
____________________________________________________________________________________________________________________
1122(d)(1)(ii) If any material servicing activities X X
are outsourced to third parties,
policies and procedures are instituted
to monitor the third party's
performance and compliance with such
servicing activities.
____________________________________________________________________________________________________________________
Any requirements in the transaction
agreements to maintain a back-up
servicer for the Pool Assets are
1122(d)(1)(iii) maintained.
____________________________________________________________________________________________________________________
1122(d)(1)(iv) A fidelity bond and errors and X X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting
period in the amount of coverage
required by and otherwise in accordance
with the terms of the transaction
agreements.
____________________________________________________________________________________________________________________
Cash Collection and Administration
____________________________________________________________________________________________________________________
1122(d)(2)(i) Payments on pool assets are deposited X X X
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
agreements.
____________________________________________________________________________________________________________________
Disbursements made via wire transfer on X X X
behalf of an obligor or to an investor
1122(d)(2)(ii) are made only by authorized personnel.
____________________________________________________________________________________________________________________
Advances of funds or guarantees X X
regarding collections, cash flows or
distributions, and any interest or
other fees charged for such advances,
are made, reviewed and approved as
specified in the transaction
1122(d)(2)(iii) agreements.
____________________________________________________________________________________________________________________
The related accounts for the X X X
transaction, such as cash reserve
accounts or accounts established as a
form of over collateralization, are
separately maintained (e.g., with
respect to commingling of cash) as set
1122(d)(2)(iv) forth in the transaction agreements.
____________________________________________________________________________________________________________________
Each custodial account is maintained at X X
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
a federally insured depository
institution as set forth in the
transaction agreements. For purposes of
this criterion, "federally insured
depository institution" with respect to
a foreign financial institution means a
foreign financial institution that
meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange
1122(d)(2)(v) Act.
____________________________________________________________________________________________________________________
Unissued checks are safeguarded so as X
1122(d)(2)(vi) to prevent unauthorized access.
____________________________________________________________________________________________________________________
1122(d)(2)(vii) Reconciliations are prepared on a X X X
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and
related bank clearing accounts. These
reconciliations are (A) mathematically
accurate; (B) prepared within 30
calendar days after the bank statement
cutoff date, or such other number of
days specified in the transaction
agreements; (C) reviewed and approved
by someone other than the person who
prepared the reconciliation; and (D)
contain explanations for reconciling
items. These reconciling items are
resolved within 90 calendar days of
their original identification, or such
other number of days specified in the
transaction agreements.
____________________________________________________________________________________________________________________
Investor Remittances and Reporting
____________________________________________________________________________________________________________________
1122(d)(3)(i) Reports to investors, including those X X X
to be filed with the Commission, are
maintained in accordance with the
transaction agreements and applicable
Commission requirements. Specifically,
such reports (A) are prepared in
accordance with timeframes and other
terms set forth in the transaction
agreements; (B) provide information
calculated in accordance with the terms
specified in the transaction
agreements; (C) are filed with the
Commission as required by its rules and
regulations; and (D) agree with
investors' or the trustee's records as
to the total unpaid principal balance
and number of Pool Assets serviced by
the Servicer.
____________________________________________________________________________________________________________________
Amounts due to investors are allocated X X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the
1122(d)(3)(ii) transaction agreements.
____________________________________________________________________________________________________________________
Disbursements made to an investor are X X
posted within two business days to the
Servicer's investor records, or such
other number of days specified in the
1122(d)(3)(iii) transaction agreements.
____________________________________________________________________________________________________________________
Amounts remitted to investors per the X X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
____________________________________________________________________________________________________________________
Pool Asset Administration
____________________________________________________________________________________________________________________
1122(d)(4)(i) Collateral or security on pool assets X
is maintained as required by the
transaction agreements or related pool
asset documents.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(ii) Pool assets and related documents are X
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
safeguarded as required by the
transaction agreements
____________________________________________________________________________________________________________________
1122(d)(4)(iii) Any additions, removals or X
substitutions to the asset pool are
made, reviewed and approved in
accordance with any conditions or
requirements in the transaction
agreements.
____________________________________________________________________________________________________________________
1122(d)(4)(iv) Payments on pool assets, including any X
payoffs, made in accordance with the
related pool asset documents are posted
to the Servicer's obligor records
maintained no more than two business
days after receipt, or such other
number of days specified in the
transaction agreements, and allocated
to principal, interest or other items
(e.g., escrow) in accordance with the
related pool asset documents.
____________________________________________________________________________________________________________________
The Servicer's records regarding the X
pool assets agree with the Servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
____________________________________________________________________________________________________________________
Changes with respect to the terms or X
status of an obligor's pool assets
(e.g., loan modifications or re-agings)
are made, reviewed and approved by
authorized personnel in accordance with
the transaction agreements and related
1122(d)(4)(vi) pool asset documents.
____________________________________________________________________________________________________________________
Loss mitigation or recovery actions X
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted
and concluded in accordance with the
timeframes or other requirements
established by the transaction
1122(d)(4)(vii) agreements.
____________________________________________________________________________________________________________________
1122(d)(4)(viii) Records documenting collection efforts X
are maintained during the period a pool
asset is delinquent in accordance with
the transaction agreements. Such
records are maintained on at least a
monthly basis, or such other period
specified in the transaction
agreements, and describe the entity's
activities in monitoring delinquent
pool assets including, for example,
phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
illness or unemployment).
____________________________________________________________________________________________________________________
1122(d)(4)(ix) Adjustments to interest rates or rates X
of return for pool assets with variable
rates are computed based on the related
pool asset documents.
____________________________________________________________________________________________________________________
1122(d)(4)(x) Regarding any funds held in trust for X
an obligor (such as escrow accounts):
(A) such funds are analyzed, in
accordance with the obligor's pool
asset documents, on at least an annual
basis, or such other period specified
in the transaction agreements; (B)
interest on such funds is paid, or
credited, to obligors in accordance
with applicable pool asset documents
and state laws; and (C) such funds are
returned to the obligor within 30
calendar days of full repayment of the
related pool assets, or such other
number of days specified in the
transaction agreements.
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
Payments made on behalf of an obligor X
(such as tax or insurance payments) are
made on or before the related penalty
or expiration dates, as indicated on
the appropriate bills or notices for
such payments, provided that such
support has been received by the
servicer at least 30 calendar days
prior to these dates, or such other
number of days specified in the
1122(d)(4)(xi) transaction agreements.
____________________________________________________________________________________________________________________
Any late payment penalties in X
connection with any payment to be made
on behalf of an obligor are paid from
the Servicer's funds and not charged to
the obligor, unless the late payment
was due to the obligor's error or
1122(d)(4)(xii) omission.
____________________________________________________________________________________________________________________
Disbursements made on behalf of an X
obligor are posted within two business
days to the obligor's records
maintained by the servicer, or such
other number of days specified in the
1122(d)(4)(xiii) transaction agreements.
____________________________________________________________________________________________________________________
Delinquencies, charge-offs and X X
uncollectible accounts are recognized
and recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
____________________________________________________________________________________________________________________
Any external enhancement or other
support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the
1122(d)(4)(xv) transaction agreements.
____________________________________________________________________________________________________________________
EXHIBIT S
ADDITIONAL FORM 10-D DISCLOSURE
____________________________________________________________________________________________________________________
ADDITIONAL FORM 10-D DISCLOSURE
____________________________________________________________________________________________________________________
Item on Form 10-D Party Responsible
____________________________________________________________________________________________________________________
Item 1: Distribution and Pool Performance Information
____________________________________________________________________________________________________________________
Information included in the [Monthly Statement] Servicer
Certificate Administrator
____________________________________________________________________________________________________________________
Any information required by 1121 which is NOT included Depositor
on the [Monthly Statement]
____________________________________________________________________________________________________________________
Item 2: Legal Proceedings
Any legal proceeding pending against the following
entities or their respective property, that is material
to Certificateholders, including any proceeding known to
be contemplated by governmental authorities:
____________________________________________________________________________________________________________________
o Issuing Entity (Trust Fund) Depositor
____________________________________________________________________________________________________________________
o Sponsor (Seller) Seller (if a party to the Pooling and Servicing
Agreement) or Depositor
____________________________________________________________________________________________________________________
o Depositor Depositor
____________________________________________________________________________________________________________________
o Trustee Trustee
____________________________________________________________________________________________________________________
o Certificate Administrator Certificate Administrator
____________________________________________________________________________________________________________________
o Master Servicer Master Servicer
____________________________________________________________________________________________________________________
o Custodian Custodian
____________________________________________________________________________________________________________________
o 1110(b) Originator Depositor
____________________________________________________________________________________________________________________
o Any 1108(a)(2) Servicer (other than the Master Servicer
Servicer or Certificate Administrator)
____________________________________________________________________________________________________________________
o Any other party contemplated by 1100(d)(1) Depositor
____________________________________________________________________________________________________________________
Item 3: Sale of Securities and Use of Proceeds Depositor
Information from Item 2(a) of Part II of Form 10-Q:
With respect to any sale of securities by the sponsor,
depositor or issuing entity, that are backed by the same
asset pool or are otherwise issued by the issuing
entity, whether or not registered, provide the sales and
use of proceeds information in Item 701 of Regulation
S-K. Pricing information can be omitted if securities
were not registered.
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
Item 4: Defaults Upon Senior Securities Certificate Administrator
Information from Item 3 of Part II of Form 10-Q:
Report the occurrence of any Event of Default (after
expiration of any grace period and provision of any
required notice)
____________________________________________________________________________________________________________________
Item 5: Submission of Matters to a Vote of Security Certificate Administrator
Holders Trustee
Information from Item 4 of Part II of Form 10-Q
____________________________________________________________________________________________________________________
Item 6: Significant Obligors of Pool Assets Depositor
Item 1112(b) - Significant Obligor Financial Information*
____________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Item.
____________________________________________________________________________________________________________________
Item 7: Significant Enhancement Provider Information
Item 1114(b)(2) - Credit Enhancement Provider Financial
Information*
____________________________________________________________________________________________________________________
o Determining applicable disclosure threshold Depositor
____________________________________________________________________________________________________________________
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
____________________________________________________________________________________________________________________
Item 1115(b) - Derivative Counterparty Financial
Information*
____________________________________________________________________________________________________________________
o Determining current maximum probable exposure Depositor
____________________________________________________________________________________________________________________
o Determining current significance percentage Depositor
____________________________________________________________________________________________________________________
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
____________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
Item 8: Other Information Any party responsible for the applicable Form 8-K
Disclosure item
Disclose any information required to be reported on Form
8-K during the period covered by the Form 10-D but not
reported
____________________________________________________________________________________________________________________
Item 9: Exhibits
____________________________________________________________________________________________________________________
Monthly Statement to Certificateholders Certificate Administrator
____________________________________________________________________________________________________________________
Exhibits required by Item 601 of Regulation S-K, such as Depositor
material agreements
____________________________________________________________________________________________________________________
EXHIBIT T
FORM OF DISTRIBUTION DATE STATEMENT
EXHIBIT U
ADDITIONAL DISCLOSURE NOTIFICATION
U.S. Bank National Association
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Structured Finance / WMLT 2007-A
Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Wachovia Mortgage Loan Trust, LLC
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Article XII of the Pooling and Servicing Agreement, dated as of March 27, 2007 (the
"Pooling and Servicing Agreement"), among Wachovia Mortgage Loan Trust, LLC, as depositor (the
"Depositor"), U.S. Bank National Association, as master servicer and certificate administrator (in its
capacity as certificate administrator, the "Certificate Administrator"), National City Mortgage Co.,
Fifth Third Mortgage Company, SunTrust Mortgage, Inc. and ▇▇▇▇▇ Fargo Bank, N.A., as servicers, and HSBC
Bank USA, National Association, as trustee (the "Trustee"), the undersigned, as [ ], hereby
notifies you that certain events have come to our attention that [will] [may] need to be disclosed on
Form [10-D] [ 10-K] [8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
List of any Attachments hereto to be included in the Additional Form [10-D][ 10-K][8-K] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone
number: [ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By:_________________________________________________________
Name:
Title:
EXHIBIT V
ADDITIONAL FORM 10-K DISCLOSURE
____________________________________________________________________________________________________________________
Item on Form 10-K Party Responsible
____________________________________________________________________________________________________________________
Item 1B: Unresolved Staff Comments Depositor
____________________________________________________________________________________________________________________
Item 9B: Other Information Any party responsible for disclosure items on Form
8-K
____________________________________________________________________________________________________________________
Item 15: Exhibits, Financial Statement Schedules Depositor
____________________________________________________________________________________________________________________
Additional Item: (i) All parties to the PSA (as to themselves), (ii)
the Depositor as to the issuing entity, (iii) the
Disclosure per Item 1117 of Reg AB Depositor as to the sponsor, any 1106(b)
originator, any 1100(d)(1) party
____________________________________________________________________________________________________________________
Additional Item: (i) All parties to the PSA (as to themselves), (ii)
the Depositor as to he sponsor, originator,
Disclosure per Item 1119 of Reg AB significant obligor, enhancement or support provider
____________________________________________________________________________________________________________________
Additional Item: Depositor/ Servicer
Disclosure per Item 1112(b) of Reg AB
____________________________________________________________________________________________________________________
Additional Item: Depositor
Disclosure per Items 1114(b) and 1115(b) of
Reg AB
____________________________________________________________________________________________________________________
EXHIBIT W
FORM 8-K DISCLOSURE INFORMATION
____________________________________________________________________________________________________________________
FORM 8-K DISCLOSURE INFORMATION
____________________________________________________________________________________________________________________
Item on Form 8-K Party Responsible
____________________________________________________________________________________________________________________
Item 1.01- Entry into a Material Definitive Agreement All parties to the Pooling and Servicing Agreement as
to each agreement to which it is a party
Disclosure is required regarding entry into or amendment
of any definitive agreement that is material to the
securitization, even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
Note: disclosure not required as to definitive
agreements that are fully disclosed in the prospectus
____________________________________________________________________________________________________________________
Item 1.02- Termination of a Material Definitive Agreement All parties to the Pooling and Servicing Agreement as
to each agreement to which it is a party
Disclosure is required regarding termination of any
definitive agreement that is material to the
securitization (other than expiration in accordance with
its terms), even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
____________________________________________________________________________________________________________________
Item 1.03- Bankruptcy or Receivership Depositor
Disclosure is required regarding the bankruptcy or
receivership, with respect to any of the following:
____________________________________________________________________________________________________________________
o Sponsor (Seller) Depositor/Sponsor (Seller)
____________________________________________________________________________________________________________________
o Depositor Depositor
____________________________________________________________________________________________________________________
o Master Servicer Master Servicer
____________________________________________________________________________________________________________________
o Affiliated Servicer Servicer
____________________________________________________________________________________________________________________
o Other Servicer servicing 20% or more of the pool Servicer
assets at the time of the report
____________________________________________________________________________________________________________________
o Other material servicers Servicer
____________________________________________________________________________________________________________________
o Trustee Trustee
____________________________________________________________________________________________________________________
o Certificate Administrator Certificate Administrator
____________________________________________________________________________________________________________________
o Significant Obligor Depositor
____________________________________________________________________________________________________________________
o Credit Enhancer (10% or more) Depositor
____________________________________________________________________________________________________________________
o Derivative Counterparty Depositor
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
o Custodian Custodian
____________________________________________________________________________________________________________________
Item 2.04- Triggering Events that Accelerate or Increase Depositor
a Direct Financial Obligation or an Obligation under an Master Servicer
Off-Balance Sheet Arrangement Certificate Administrator
Includes an early amortization, performance trigger or
other event, including event of default, that would
materially alter the payment priority/distribution of
cash flows/amortization schedule.
Disclosure will be made of events other than waterfall
triggers which are disclosed in the monthly statements
to the certificateholders.
____________________________________________________________________________________________________________________
Item 3.03- Material Modification to Rights of Security Certificate Administrator
Holders Depositor
Disclosure is required of any material modification to
documents defining the rights of Certificateholders,
including the Pooling and Servicing Agreement.
____________________________________________________________________________________________________________________
Item 5.03- Amendments of Articles of Incorporation or Depositor
Bylaws; Change of Fiscal Year
Disclosure is required of any amendment "to the
governing documents of the issuing entity".
____________________________________________________________________________________________________________________
Item 6.01- ABS Informational and Computational Material Depositor
____________________________________________________________________________________________________________________
Item 6.02- Change of Servicer or Certificate Master Servicer/Certificate Administrator/Depositor/
Administrator Servicer
Requires disclosure of any removal, replacement,
substitution or addition of any master servicer,
affiliated servicer, other servicer servicing 10% or
more of pool assets at time of report, other material
servicers.
____________________________________________________________________________________________________________________
Reg AB disclosure about any new servicer or master Servicer/Master Servicer/Depositor
servicer is also required.
____________________________________________________________________________________________________________________
Reg AB disclosure about any successor trustee is also Trustee
required.
____________________________________________________________________________________________________________________
Item 6.03- Change in Credit Enhancement or External Depositor/Certificate Administrator/Trustee
Support
Covers termination of any enhancement in manner other
than by its terms, the addition of an enhancement, or a
material change in the enhancement provided. Applies to
external credit enhancements as well as derivatives.
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
Reg AB disclosure about any new enhancement provider is Depositor
also required.
____________________________________________________________________________________________________________________
Item 6.04- Failure to Make a Required Distribution Certificate Administrator
____________________________________________________________________________________________________________________
Item 6.05- Securities Act Updating Disclosure Depositor
If any material pool characteristic differs by 5% or
more at the time of issuance of the securities from the
description in the final prospectus, provide updated Reg
AB disclosure about the actual asset pool.
____________________________________________________________________________________________________________________
If there are any new servicers or originators required Depositor
to be disclosed under Regulation AB as a result of the
foregoing, provide the information called for in Items
1108 and 1110 respectively.
____________________________________________________________________________________________________________________
Item 7.01- Reg FD Disclosure All parties
____________________________________________________________________________________________________________________
Item 8.01- Other Events Depositor
Any event, with respect to which information is not
otherwise called for in Form 8-K, that the registrant
deems of importance to certificateholders.
____________________________________________________________________________________________________________________
Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the
financial statement or exhibit (not applicable to the
Trustee)
____________________________________________________________________________________________________________________
EXHIBIT W
FORM OF SERVICER'S CERTIFICATE