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XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of March 30, 2001
$200,380,959.22
Mortgage Pass-Through Certificates
Series 2001-8
--------------------------------------------------------------------------------
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions................................................
Section 1.02 Acts of Holders............................................
Section 1.03 Effect of Headings and Table of Contents...................
Section 1.04 Benefits of Agreement......................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans...............................
Section 2.02 Acceptance by Trust Administrator..........................
Section 2.03 Representations and Warranties of the Master Servicer
and the Seller...........................................
Section 2.04 Execution and Delivery of Certificates.....................
Section 2.05 Designation of Certificates; Designation of Startup
Day and Latest Possible Maturity Date....................
Section 2.06 Optional Substitution of Mortgage Loans....................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account........................................
Section 3.02 Permitted Withdrawals from the Certificate Account.........
Section 3.03 Advances by Master Servicer and Trust Administrator........
Section 3.04 Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files.....................
Section 3.05 Reports to the Trustee and the Trust Administrator;
Annual Compliance Statements.............................
Section 3.06 Title, Management and Disposition of Any REO
Mortgage Loan............................................
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions......................
Section 3.08 Oversight of Servicing.....................................
Section 3.09 Termination and Substitution of Servicing Agreements.......
Section 3.10 Application of Net Liquidation Proceeds....................
Section 3.11 Act Reports................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions..............................................
Section 4.02 Allocation of Realized Losses..............................
Section 4.03 Paying Agent...............................................
Section 4.04 Statements to Certificateholders;
Report to the Trust Administrator and the Seller.........
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.....
Section 4.06 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer...........
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates...........................................
Section 5.02 Registration of Certificates...............................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..........
Section 5.04 Persons Deemed Owners......................................
Section 5.05 Access to List of Certificateholders' Names and Addresses..
Section 5.06 Maintenance of Office or Agency............................
Section 5.07 Definitive Certificates....................................
Section 5.08 Notices to Clearing Agency.................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer............
Section 6.02 Merger or Consolidation of the Seller or the
Master Servicer..........................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others......................................
Section 6.04 Resignation of the Master Servicer.........................
Section 6.05 Compensation to the Master Servicer........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer......
Section 6.07 Indemnification of Trustee, the Trust Administrator
and Seller by Master Servicer..........VI-3
ARTICLE VII
DEFAULT
Section 7.01 Events of Default..........................................
Section 7.02 Other Remedies of Trustee..................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default................
Section 7.05 Trust Administrator to Act; Appointment of Successor.......
Section 7.06 Notification to Certificateholders.........................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator..............
Section 8.02 Certain Matters Affecting the Trustee and the
Trust Administrator......................................
Section 8.03 Neither Trustee nor Trust Administrator Required
to Make Investigation....................................
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans...........................
Section 8.05 Trustee and the Trust Administrator May Own Certificates...
Section 8.06 The Master Servicer to Pay Fees and Expenses...............
Section 8.07 Eligibility Requirements...................................
Section 8.08 Resignation and Removal....................................
Section 8.09 Successor..................................................
Section 8.10 Merger or Consolidation....................................
Section 8.11 Authenticating Agent.......................................
Section 8.12 Separate Trustees and Co-Trustees..........................
Section 8.13 Appointment of Custodians..................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions..............
Section 8.15 Monthly Advances...........................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans..............
Section 9.02 Additional Termination Requirements........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment..................................................
Section 10.02 Recordation of Agreement...................................
Section 10.03 Limitation on Rights of Certificateholders.................
Section 10.04 Governing Law; Jurisdiction................................
Section 10.05 Notices....................................................
Section 10.06 Severability of Provisions.................................
Section 10.07 Special Notices to Rating Agencies.........................
Section 10.08 Covenant of Seller.........................................
Section 10.09 Recharacterization.........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off Date...............................................
Section 11.02 Cut-Off Date Aggregate Principal Balance...................
Section 11.03 Original Class A Percentage................................
Section 11.04 Original Principal Balances of the Classes of
Class A Certificates.....................................
Section 11.05 Original Class A Non-PO Principal Balance..................
Section 11.06 Original Subordinated Percentage...........................
Section 11.07 Original Class B Principal Balance.........................
Section 11.08 Original Principal Balances of the Classes of
Class B Certificates.....................................
Section 11.09 Original Class B-1 Fractional Interest.....................
Section 11.10 Original Class B-2 Fractional Interest.....................
Section 11.11 Original Class B-3 Fractional Interest.....................
Section 11.12 Original Class B-4 Fractional Interest.....................
Section 11.13 Original Class B-5 Fractional Interest.....................
Section 11.14 Original Class B-1 Percentage..............................
Section 11.15 Original Class B-2 Percentage..............................
Section 11.16 Original Class B-3 Percentage..............................
Section 11.17 Original Class B-4 Percentage..............................
Section 11.18 Original Class B-5 Percentage..............................
Section 11.19 Original Class B-6 Percentage..............................
Section 11.20 Closing Date...............................................
Section 11.21 Right to Purchase..........................................
Section 11.22 Wire Transfer Eligibility..................................
Section 11.23 Single Certificate.........................................
Section 11.24 Servicing Fee Rate.........................................
Section 11.25 Master Servicing Fee Rate..................................
EXHIBITS
--------
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2001-8 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Type 1 Mortgage Loans
EXHIBIT F-2 - Schedule of Type 2 Mortgage Loans
EXHIBIT F-3 - Schedule of Other Servicer Mortgage Loans
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6] Certificates)
EXHIBIT K - [Reserved]
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of March 30,
2001 executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX
FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES
TRUST COMPANY OF NEW YORK, as Trustee, and FIRST UNION NATIONAL BANK, as Trust
Administrator.
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained,
the Seller, the Master Servicer, the Trustee and the Trust Administrator agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Additional Collateral: The Additional Collateral, as defined
in the Cendant Servicing Agreement.
Additional Collateral Mortgage Loans: The Additional
Collateral Mortgage Loans, as defined in the Cendant Servicing Agreement.
Adjusted Pool Amount: With respect to any Distribution Date,
the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum
of (i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates, (ii) the principal portion of all
Liquidated Loan Losses incurred on such Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off Date through the end of the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date and (iii) the principal portion of all
Bankruptcy Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the period corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans: the product of (i) the PO Fraction for each
such Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such
Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(z) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.
Adjusted Principal Balance: As to any Distribution Date and
any Class of Class B Certificates, the greater of (A) zero and (B) (i) the
Principal Balance of such Class with respect to such Distribution Date minus
(ii) the Adjustment Amount for such Distribution Date less the Principal
Balances for any Classes of Class B Certificates with higher numerical
designations.
Adjustment Amount: For any Distribution Date, the difference
between (A) the sum of the Class A Principal Balance and the Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Class A Principal Balance and the Class B Principal Balance as of the
Determination Date succeeding such Distribution Date, (ii) the principal portion
of Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Certificates with respect to such Distribution Date and
(iii) the aggregate amount that would have been distributed to all Classes as
principal in accordance with Section 4.01(a) for such Distribution Date without
regard to the provisos in the definitions of Class B-1 Optimal Principal Amount,
Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class
B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6
Optimal Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution
Date, the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a) on
such Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans during the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Fraud Losses: With respect to any
Distribution Date, the sum of all Fraud Losses incurred on any of the Mortgage
Loans for which Liquidation Proceeds were received during the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans for which Liquidation Proceeds were received during the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect
to the Mortgage Loans serviced by each Servicer and each of Full Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled
Principal Receipt Period specified on Schedule I hereto, as amended from time to
time by the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by
the Trust Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution
Date, (b) interest earned through the business day preceding the applicable
Distribution Date on any Prepayments in Full remitted to the Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the Servicers to the
Master Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however, that a
Bankruptcy Loss shall not be deemed a Bankruptcy Loss hereunder so long as the
applicable Servicer has notified the Master Servicer and the Trust Administrator
in writing that such Servicer is diligently pursuing any remedies that may exist
in connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to
the first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book-Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency), as the case
may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates,
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates,
beneficial ownership and transfers of which shall be evidenced by, and made
through, book entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday,
or (ii) a legal holiday in the City of New York, State of Iowa, State of
Maryland, State of Minnesota or State of North Carolina or (iii) a day on which
banking institutions in the City of New York, or the State of Iowa, State of
Maryland, State of Minnesota or State of North Carolina are authorized or
obligated by law or executive order to be closed.
Cendant Mortgage Loan Purchase Agreement: The master mortgage
loan purchase agreement dated as of April 1, 1998 between Cendant Mortgage
Corporation (as successor to Xxxxxxx Xxxxx Credit Corporation), as seller, and
Xxxxx Fargo Funding, Inc., as purchaser.
Cendant Servicing Agreement: The Servicing Agreement, dated
April 1, 1998, between Cendant Mortgage Corporation (as successor to Xxxxxxx
Xxxxx Credit Corporation), as servicer, and WFHM, as owner.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and
maintained by the Master Servicer in the name of the Master Servicer on behalf
of the Trustee pursuant to Section 3.01. The Certificate Account shall be an
Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trust Administrator.
Certificate Register and Certificate Registrar: Respectively,
the register maintained pursuant to and the registrar provided for in Section
5.02. The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of the taking of any action under Articles VII or VIII, any
Certificate registered in the name of the Master Servicer, a Servicer or any
affiliate thereof shall be deemed not to be outstanding and the Voting Interest
evidenced thereby shall not be taken into account in determining whether the
requisite percentage of Certificates necessary to effect any such action has
been obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates,
Class A-PO Certificates or Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and
any Class of Class A Certificates (other than the Class A-PO Certificates), the
amount distributable to such Class of Class A Certificates pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a). As to any
Distribution Date and the Class A-PO Certificates, the amount distributable to
the Class A-PO Certificates pursuant to Paragraphs third clause (B) and fourth
of Section 4.01(a) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date,
the rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date,
the sum of the Interest Accrual Amounts for the Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and
any Class of Class A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date
and any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A Interest Shortfall Percentage: As to any Distribution
Date and any Class of Class A Certificates the percentage calculated by dividing
the Class A Unpaid Interest Shortfall for such Class by the Aggregate Class A
Unpaid Interest Shortfall determined as of the Business Day preceding the
applicable Distribution Date.
Class A Loss Denominator: As to any Determination Date,
an amount equal to the Class A Non-PO Principal Balance.
Class A Loss Percentage: As to any Determination Date and any
Class of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class by the Class A Loss Denominator (determined without regard to any such
Principal Balance of any Class of Class A Certificates not then outstanding), in
each case determined as of the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date,
the sum for such Distribution Date of (i) the Class A Interest Accrual Amount,
(ii) the Aggregate Class A Unpaid Interest Shortfall, and (iii) the Class A
Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the
month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all
Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class A Prepayment Percentage of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for
such Distribution Date, was repurchased by the Seller pursuant to
Sections 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the
unpaid principal balance of such Mortgage Loan substituted for a
Mortgage Loan during the one month period ending on the day preceding
the Determination Date for such Distribution Date over the unpaid
principal balance of such Mortgage Loan, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such Mortgage Loan; and
(II) the Class A Prepayment Percentage of the Non-PO Recovery
for such Distribution Date.
Class A Non-PO Principal Balance: As of any date, an amount
equal to the Class A Principal Balance less the Principal Balance of the Class
A-PO Certificates.
Class A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Class A
Certificates pursuant to Paragraph third clause (A) of Section 4.01(a).
Class A Pass-Through Rate: As to the Class A-1 and Class A-R
Certificates, the Class A Fixed Pass-Through Rate. The Class A-PO Certificates
are not entitled to interest and have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on
or prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to
and including the Distribution Date in March 2006, 100%. As to any Distribution
Date subsequent to March 2006 to and including the Distribution Date in March
2007, the Class A Percentage as of such Distribution Date plus 70% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to March 2007 to and including the Distribution Date in March
2008, the Class A Percentage as of such Distribution Date plus 60% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to March 2008 to and including the Distribution Date in March
2009, the Class A Percentage as of such Distribution Date plus 40% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to March 2009 to and including the Distribution Date in March
2010, the Class A Percentage as of such Distribution Date plus 20% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to March 2010, the Class A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to the Class A Certificates on any Distribution Date of the Class A
Prepayment Percentage provided above of Unscheduled Principal Receipts
distributable on such Distribution Date would reduce the Class A Non-PO
Principal Balance below zero, the Class A Prepayment Percentage for such
Distribution Date shall be the percentage necessary to bring the Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment Percentage shall
be zero and (ii) if the Class A Percentage as of any Distribution Date is
greater than the Original Class A Percentage, the Class A Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Class A Prepayment Percentage described in the second
through sixth sentences of this definition of Class A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Class A Prepayment Percentage for such Distribution Date will be determined
in accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Class A
Prepayment Percentage for the Distribution Date occurring in the March preceding
such Distribution Date (it being understood that for the purposes of the
determination of the Class A Prepayment Percentage for the current Distribution
Date, the current Class A Percentage and Subordinated Percentage shall be
utilized). No reduction in the Class A Prepayment Percentage referred to in the
second through sixth sentences hereof shall be applicable, with respect to any
Distribution Date if (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more (including for this purpose any
payments due with respect to Mortgage Loans in foreclosure and REO Mortgage
Loans) were greater than or equal to 50% of the current Class B Principal
Balance or (b) cumulative Realized Losses on the Mortgage Loans exceed (1) 30%
of the Original Class B Principal Balance if such Distribution Date occurs
between and including April 2006 and March 2007, (2) 35% of the Original Class B
Principal Balance if such Distribution Date occurs between and including April
2007 and March 2008, (3) 40% of the Original Class B Principal Balance if such
Distribution Date occurs between and including April 2008 and March 2009, (4)
45% of the Original Class B Principal Balance if such Distribution Date occurs
between and including April 2009 and March 2010, and (5) 50% of the Original
Class B Principal Balance, if such Distribution Date occurs during or after
April 2010. With respect to any Distribution Date on which the Class A
Prepayment Percentage is reduced below the Class A Prepayment Percentage for the
prior Distribution Date, the Master Servicer shall certify to the Trust
Administrator, based upon information provided by each Servicer as to the
Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Class A Principal Balance: As of any date, an amount equal to
the sum of the Principal Balances for the Class A-1 Certificates, Class A-PO
Certificates and Class A-R Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date
and any Class of Class A Certificates, the amount, if any, by which the
aggregate of the Class A Interest Shortfall Amounts for such Class for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class on prior Distribution Dates pursuant to Paragraph second of Section
4.01(a).
Class A-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-1 and
Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class
A-1 Certificate.
Class A-PO Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-PO and
Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class
A-PO Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to
the Cross-Over Date, the difference between (A) the sum of (x) the amount by
which the sum of the Class A-PO Optimal Principal Amounts for all prior
Distribution Dates exceeded the amounts distributed on the Class A-PO
Certificates on such prior Distribution Dates pursuant to Paragraph third clause
(B) of Section 4.01(a) and (y) the sum of the product for each Discount Mortgage
Loan which became a Liquidated Loan at any time on or prior to the last day of
the Applicable Unscheduled Principal Receipt Period for Full Unscheduled
Principal Receipts for the current Distribution Date of (a) the PO Fraction for
such Discount Mortgage Loan and (b) an amount equal to the principal portion of
Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Mortgage Loan other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses and (B) the sum of (x)
the sum of the Class A-PO Recoveries for such Distribution Date and prior
Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum as to each Outstanding Mortgage
Loan, of the product of (x) the PO Fraction with respect to such Mortgage Loan
and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on
the Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan
which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such
Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class A-PO Recovery for such Distribution Date.
Class A-PO Recovery: As to any Distribution Date prior to the
Cross-Over Date, the lesser of (a) the Class A-PO Deferred Amount for such
Distribution Date (calculated without regard to the Class A-PO Recovery for such
Distribution Date) and (b) an amount equal to the sum as to each Mortgage Loan
as to which there has been a Recovery during the Applicable Unscheduled
Principal Receipt Period, of the product of (x) the PO Fraction with respect to
such Mortgage Loan and (y) the amount of the Recovery with respect to such
Mortgage Loan. As to any Distribution Date on or after the Cross-Over Date, the
amount determined in accordance with clause (b) above.
Class A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the
Class A-R Certificate.
Class B Certificate: Any one of the Class B-1 Certificates,
Class B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class
B-5 Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any
Distribution Date, the sum of the Interest Accrual Amounts for the Classes of
Class B Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution
Date and any Class of Class B Certificates, the percentage calculated by
dividing the Interest Accrual Amount of such Class (determined without regard to
clause (ii) of the definition thereof) by the Class B Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Interest
Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class B-1
Interest Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3
Interest Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5
Interest Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: With respect to any Determination
Date and any Class of Class B Certificates then outstanding, the percentage
calculated by dividing the Principal Balance of such Class by the Class B
Principal Balance (determined without regard to any Principal Balance of any
Class of Class B Certificates not then outstanding), in each case determined as
of the preceding Determination Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.750%
per annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class
B-2 Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage
or Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to
the sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
and Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class
B-1 Certificate.
Class B-1 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-1 Certificates pursuant
to Paragraphs fifth, sixth and seventh of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph fifth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-1 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Percentage by either (i)
if any Class B Certificates (other than the Class B-1 Certificates) are eligible
to receive principal distributions for such Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date,
the percentage calculated by multiplying the Subordinated Prepayment Percentage
by either (i) if any Class B Certificates (other than the Class B-1
Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination
Date, the Original Class B-1 Principal Balance. As of any subsequent
Determination Date, the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-1 Certificates are the
most subordinate Certificates outstanding, the Class B-1 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the Class A Principal Balance as of such
Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-1 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-1 Certificates on prior Distribution Dates
pursuant to Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class
B-2 Certificate.
Class B-2 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-2 Certificates pursuant
to Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-2 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-2 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-2 Prepayment Percentage for such Distribution Date will
be zero.
Class B-2 Principal Balance: As to the first Determination
Date, the Original Class B-2 Principal Balance. As of any subsequent
Determination Date, the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-2 Certificates are the most
subordinate Certificates outstanding, the Class B-2 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-2 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-2 Certificates on prior Distribution Dates
pursuant to Paragraph ninth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class
B-3 Certificate.
Class B-3 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-3 Certificates pursuant
to Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-3 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-3 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-3 Prepayment Percentage for such Distribution Date will
be zero.
Class B-3 Principal Balance: As to the first Determination
Date, the Original Class B-3 Principal Balance. As of any subsequent
Determination Date, the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-3 Certificates are the
most subordinate Certificates outstanding, the Class B-3 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-3 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-3 Certificates on prior Distribution Dates
pursuant to Paragraph twelfth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class
B-4 Certificate.
Class B-4 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-4 Certificates pursuant
to Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-4 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-4 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-4 Prepayment Percentage for such Distribution Date will
be zero.
Class B-4 Principal Balance: As to the first Determination
Date, the Original Class B-4 Principal Balance. As of any subsequent
Determination Date, the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-4 Certificates are the
most subordinate Certificates outstanding, the Class B-4 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-4 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-4 Certificates on prior Distribution Dates
pursuant to Paragraph fifteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class
B-5 Certificate.
Class B-5 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-5 Certificates pursuant
to Paragraphs seventeenth, eighteenth and nineteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-5 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-5 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-5 Prepayment Percentage for such Distribution Date will
be zero.
Class B-5 Principal Balance: As to the first Determination
Date, the Original Class B-5 Principal Balance. As of any subsequent
Determination Date, the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-5 Certificates are the
most subordinate Certificates outstanding, the Class B-5 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-5 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-5 Certificates on prior Distribution Dates
pursuant to Paragraph eighteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-6 and
Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class
B-6 Certificate.
Class B-6 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-6 Certificates pursuant
to Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-6
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-6 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-6 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for
such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-6 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination
Date, the Original Class B-6 Principal Balance. As of any subsequent
Determination Date, the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-6 Certificates pursuant to Section 4.02(b); provided, however, if the
Class B-6 Certificates are outstanding, the Class B-6 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-6 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-6 Certificates on prior Distribution Dates
pursuant to Paragraph twenty-first of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the
Certificates, as set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended
from time to time, any successor statutes thereto, and applicable U.S.
Department of the Treasury temporary or final regulations promulgated
thereunder.
Compensating Interest: With respect to any Distribution Date,
the lesser of (a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled
Principal Balance for such Distribution Date and (b) the Available Master
Servicing Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or Trustee, as the case may be, at which at any particular time
its corporate trust business shall be administered, which office with respect to
the Trust Administrator at the date of the execution of this instrument is
located at 000 Xxxxx Xxxxx Xxxxxx, XX 1179, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and
with respect to the Trustee, at the date of execution of this instrument is
located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Cross-Over Date with respect to
any Unscheduled Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the
Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but
prior to the first day of the month of such
Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the
amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by
the Servicer through the last day of the month
preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and
such Unscheduled Principal Receipt is received by the
Servicer during the month preceding the month of such
Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the
amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by
the Servicer through the last day of the month in which
such Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Class A Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Class B
Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth,
seventeenth and twentieth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates by the sum of the Class A Non-PO
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-4
Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the Principal Balance of the Class B-6 Certificates by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance. As to the
first Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor
which is not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from
time to time in effect between the Custodian named therein, the Seller, the
Master Servicer and the Trust Administrator, substantially in the form of
Exhibit E hereto, as the same may be amended or modified from time to time in
accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined
in each of the Servicing Agreements, with respect to the Mortgage Loans. In
determining whether the Custodial P&I Account under any Servicing Agreement is
"acceptable" to the Master Servicer (as may be required by the definition of
"Eligible Account" contained in the Servicing Agreements), the Master Servicer
shall require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter
the Custodian, if any, hereafter appointed by the Trust Administrator pursuant
to Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of the Trustee or Trust Administrator. Neither a Servicer, nor the
Seller nor the Master Servicer nor any Person directly or indirectly controlling
or controlled by or under common control with any such Person may be appointed
Custodian.
Cut-Off Date: The first day of the month of initial issuance
of the Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of
the Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in
Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid principal balance as of the close of business on the Cut-Off Date (but
without giving effect to any Unscheduled Principal Receipts received or applied
on the Cut-Off Date), reduced by all payments of principal due on or before the
Cut-Off Date and not paid, and increased by scheduled monthly payments of
principal due after the Cut-Off Date but received by the related Servicer on or
before the Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then-outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that results in a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of
each Certificate representing the principal portion of the Cut-Off Date
Aggregate Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the
related Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.750%.
Distribution Date: The 25th day of any month, beginning in the
month following the month of initial issuance of the Certificates, or if such
25th day is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the
month in which the Monthly Payment on such Mortgage Loan is scheduled to be
paid.
Eligible Account: One or more accounts (i) that are maintained
with a depository institution (which may be the Master Servicer) whose long-term
debt obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.
Eligible Investments: At any time, any one or more of the
following obligations and securities which shall mature not later than the
Business Day preceding the Distribution Date next succeeding the date of such
investment, provided that such investments continue to qualify as "cash flow
investments" as defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and
credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated
in the highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as would
not result in the downgrading or withdrawal of the rating then assigned
to any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of
any state thereof and subject to supervision and examination by federal
and/or state banking authorities, provided that the commercial paper
and/or debt obligations of such depository institution or trust company
(or in the case of the principal depository institution in a holding
company system, the commercial paper or debt obligations of such
holding company) are then rated in the highest short-term or the
highest long-term rating category for such securities of each of the
Rating Agencies, or such lower rating categories as would not result in
the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating Agency
at the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United
States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in (iv)
above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America
or any state thereof which, at the time of such investment or
contractual commitment providing for such investment, are then rated in
the highest short-term or the highest long-term rating category by each
Rating Agency, or in such lower rating category as would not result in
the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency
as would not result in the downgrading of the rating then assigned to
the Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at the date of investment of greater than
120% of the yield to maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974,
as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the
Servicing Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Bankruptcy Loss is realized in the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, (i)
if the Aggregate Current Bankruptcy Losses with respect to such Distribution
Date exceed the then-applicable Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Aggregate
Current Bankruptcy Losses over the then-applicable Bankruptcy Loss Amount,
divided by (b) the Aggregate Current Bankruptcy Losses or (ii) if the Aggregate
Current Bankruptcy Losses with respect to such Distribution Date are less than
or equal to the then-applicable Bankruptcy Loss Amount, then zero. In addition,
any Bankruptcy Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Fraud Loss is realized and as to which
Liquidation Proceeds were received during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, (i) if the Aggregate Current Fraud Losses with respect to
such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution
Date and any Mortgage Loan as to which a Special Hazard Loss is realized and as
to which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, (i) if the Aggregate Current Special Hazard Losses with
respect to such Distribution Date exceed the then-applicable Special Hazard Loss
Amount, then the portion of such Special Hazard Loss represented by the ratio of
(a) the excess of the Aggregate Current Special Hazard Losses over the
then-applicable Special Hazard Loss Amount, divided by (b) the Aggregate Current
Special Hazard Losses, or (ii) if the Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Special Hazard Loss Amount, then zero. In addition, any Special
Hazard Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Special Hazard Loss.
FDIC: The Federal Deposit Insurance Corporation or any
successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final distribution in respect of the Certificates is made pursuant to Section
9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity
Date for each Class of Certificates is April 25, 2016, which corresponds to the
"latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended.
Fitch: Fitch, Inc., or its successors in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.750%,
(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,
which will be determined on a loan by loan basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus the sum of (a), (b) and (c), which is
not assigned to and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan,
a per annum rate equal to the greater of (a) zero and (b) the Mortgage Interest
Rate on such Mortgage Loan minus the sum of (i) 6.750%, (ii) the applicable
Servicing Fee Rate and (iii) the Master Servicing Fee Rate.
Fraud Loss: A Liquidated Loan Loss as to which there was
fraud in the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the
Cut-Off Date an amount equal to: (X) prior to the first anniversary of the
Cut-Off Date an amount equal to $4,007,619.18 minus the aggregate amount of
Fraud Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) since the Cut-Off Date, and (Y) from the first through fifth
anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Amount as of the most recent anniversary of the Cut-Off Date and (b)
1.00% of the aggregate outstanding principal balance of all of the Mortgage
Loans as of the most recent anniversary of the Cut-Off Date minus (2) the Fraud
Losses allocated solely to the Class B Certificates in accordance with Section
4.02(a) since the most recent anniversary of the Cut-Off Date. On and after the
Cross-Over Date or after the fifth anniversary of the Cut-Off Date the Fraud
Loss Amount shall be zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such Person who (i) is in fact independent of the Seller, the Master Servicer
and any Servicer, (ii) does not have any direct financial interest or any
material indirect financial interest in the Seller or the Master Servicer or any
Servicer or in an affiliate of either, and (iii) is not connected with the
Seller, the Master Servicer or any Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating
to a Mortgage Loan or the Mortgage Loans, including any hazard insurance,
special hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to
any Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), (i) the
product of (a) 1/12th of the Class A Pass-Through Rate for such Class and (b)
the Principal Balance of such Class as of the Determination Date immediately
preceding such Distribution Date minus (ii) the Class A Interest Percentage of
such Class of (a) any Non-Supported Interest Shortfall allocated to the Class A
Certificates with respect to such Distribution Date, (b) the interest portion of
any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class A Certificates with respect to such Distribution
Date pursuant to Section 4.02(e) and (c) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B
Certificates an amount equal to (i) the product of 1/12th of the Class B
Pass-Through Rate and the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (ii) the Class B
Interest Percentage of such Class of (x) any Non-Supported Interest Shortfall
allocated to the Class B Certificates with respect to such Distribution Date and
(y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class B Certificates with
respect to such Distribution Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the
related Mortgaged Property has been acquired, liquidated or foreclosed and with
respect to which the applicable Servicer determines that all Liquidation
Proceeds which it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection with the liquidation of any defaulted Mortgage Loan or property
acquired in respect thereof (including, without limitation, legal fees and
expenses, committee or referee fees, and, if applicable, brokerage commissions
and conveyance taxes), any unreimbursed advances expended by such Servicer
pursuant to its Servicing Agreement or the Master Servicer or Trust
Administrator pursuant hereto respecting the related Mortgage Loan, including
any unreimbursed advances for real property taxes or for property restoration or
preservation of the related Mortgaged Property. Liquidation Expenses shall not
include any previously incurred expenses in respect of an REO Mortgage Loan
which have been netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer
(including Insurance Proceeds) or PMI Advances made by a Servicer in connection
with the liquidation of defaulted Mortgage Loans or property acquired in respect
thereof, whether through foreclosure, sale or otherwise, including payments in
connection with such Mortgage Loans received from the Mortgagor, other than
amounts required to be paid to the Mortgagor pursuant to the terms of the
applicable Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage Loan that became a Liquidated Loan during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Xxxxx Fargo Bank Minnesota, National
Association, or its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and
any Distribution Date, the fee payable monthly to the Master Servicer pursuant
to Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of
the unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution
Date, the one month period beginning on the Determination Date (or, in the case
of the first Distribution Date, from and including the Cut-Off-Date) occurring
in the calendar month preceding the month in which such Distribution Date occurs
and ending on the day preceding the Determination Date immediately preceding
such Distribution Date.
Month End Interest: As defined in each Servicing Agreement or
with respect to the Cendant Servicing Agreement, the amount defined as
"Compensating Interest".
Monthly Payment: As to any Mortgage Loan (including any REO
Mortgage Loan) and any Due Date, the payment of principal and interest due
thereon in accordance with the amortization schedule at the time applicable
thereto (after adjustment for any Curtailments and Deficient Valuations
occurring prior to such Due Date but before any adjustment to such amortization
schedule, other than for Deficient Valuations, by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period).
Moody's: Xxxxx'x Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument
creating a first lien on Mortgaged Property securing a Mortgage Note together
with any Mortgage Loan Rider, if applicable.
Mortgage 100sm Pledge Agreement: As defined in the Cendant
Servicing Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate at which interest accrues on the unpaid principal balance thereof as set
forth in the related Mortgage Note, which rate is as indicated on the Mortgage
Loan Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of March 30, 2001 between WFHM, as seller, and the Seller, as
purchaser.
Mortgage Loan Rider: The standard Xxxxxx Mae/Xxxxxxx Mac
riders to the Mortgage Note and/or Mortgage riders required when the Mortgaged
Property is a condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans
transferred to the Trust Administrator on the Closing Date as part of the Trust
Estate and attached hereto as Exhibits F-1, F-2 and F-3, which list may be
amended following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Sections 2.02, 2.03 or 2.06 and which list shall set forth at a
minimum the following information of the close of business on the Cut-Off Date
(or, with respect to Substitute Mortgage Loans, as of the close of business on
the day of substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Other Servicer Mortgage Loan, the name of the
Servicer with respect thereto.
Such schedule may consist of multiple reports that
collectively set forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned to the Trustee on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Sections 2.02, 2.03 or 2.06, in
each case as from time to time are included in the Trust Estate as identified in
the Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan together with
any related Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage,
which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage
Loan, a rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus
(ii) the sum of (a) the applicable Servicing Fee Rate, as set forth in Section
11.25 with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as
set forth in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular
monthly computation of interest at such rate shall be based upon annual interest
at such rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds
net of any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser
of (i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.750%.
Non-PO Recovery: As to any Distribution Date, the amount of
all Recoveries received during the Applicable Unscheduled Principal Receipt
Periods for such Distribution Date less the Class A-PO Recovery for such
Distribution Date.
Nonrecoverable Advance: Any portion of a Periodic Advance
previously made or proposed to be made in respect of a Mortgage Loan which has
not been previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or
the Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any
Distribution Date, the excess, if any, of the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating Interest with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Cross-Over Date, the Non-Supported Interest Shortfall
determined pursuant to the preceding sentence will be increased by the amount of
any Cross-Over Date Interest Shortfall for such Distribution Date. Any
Non-Supported Interest Shortfall will be allocated to (a) the Class A
Certificates according to the percentage obtained by dividing the Class A Non-PO
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Officers' Certificate: With respect to any Person, a
certificate signed by the Chairman of the Board, the President or a Vice
President, and by the Treasurer, the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of such Person (or, in the case of a Person
which is not a corporation, signed by the person or persons having like
responsibilities), and delivered to the Trustee or the Trust Administrator, as
the case may be.
Opinion of Counsel: A written opinion of counsel, who may be
outside or salaried counsel for the Seller, a Servicer or the Master Servicer,
or any affiliate of the Seller, a Servicer or the Master Servicer, acceptable to
the Trustee if such opinion is to be delivered to the Trustee or acceptable to
the Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Non-PO Principal Balance: The sum of the
Original Principal Balances of the Class A-1 and Class A-R Certificates, as set
forth in Section 11.06.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class B Principal Balance: The sum of the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance and Original Class B-6 Principal Balance, as set
forth in Section 11.08.
Original Class B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-2 Principal Balance, the Original Class B-3 Principal Balance, the
Original Class B-4 Principal Balance, Original Class B-5 Principal Balance and
the Original Class B-6 Principal Balance by the sum of the Original Class A
Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-1 Fractional Interest is specified in Section 11.10.
Original Class B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-3 Principal Balance, the Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-2 Fractional Interest is specified in
Section 11.11.
Original Class B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-4 Principal Balance, the Original Class B-5 Principal Balance and the
Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO
Principal Balance and the Original Class B Principal Balance. The Original Class
B-3 Fractional Interest is specified in Section 11.12.
Original Class B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-4 Fractional Interest is specified in
Section 11.13.
Original Class B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-5 Fractional
Interest is specified in Section 11.14.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the Cut-Off Date, as set forth in Section 11.16.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the Cut-Off Date, as set forth
in Section 11.17.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the Cut-Off Date, as set forth in Section 11.18.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the Cut-Off Date, as set forth in Section 11.19.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Principal Balance: Any of the Original Principal
Balances of the Classes of Class A Certificates as set forth in Section 11.05;
the Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.09.
Original Subordinated Percentage: The Subordinated Percentage
as of the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any of the Mortgage Loans
identified in Exhibit F-3 hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Other Servicing Agreements: The Servicing Agreements other
than the WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust
Administrator (or the Custodian, if any) for each Mortgage Loan that contains
the documents specified in the Servicing Agreements or, in the case of each
Mortgage Loan serviced by Cendant Mortgage Corporation, the documents specified
in the Cendant Mortgage Loan Purchase Agreement under their respective "Owner
Mortgage Loan File" definition or similar definition and/or other provisions
requiring delivery of specified documents to the owner of the Mortgage Loan in
connection with the purchase thereof, and any additional documents required to
be added to the Owner Mortgage Loan File pursuant to this Agreement.
Parent Power(R)Guaranty Agreement for Real Estate: As defined
in the Cendant Servicing Agreement.
Parent Power(R)Guaranty and Security Agreement for Securities
Account: As defined in the Cendant Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received
by a Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled
Principal Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section
4.03(b).
Percentage Interest: With respect to a Class A Certificate,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class A Certificates. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be
made by a Servicer on any Distribution Date pursuant to its Servicing Agreement
or by the Master Servicer or the Trust Administrator hereunder, the amount of
any such advances being equal to the total of all Monthly Payments (adjusted, in
each case (i) in respect of interest, to the applicable Mortgage Interest Rate
less the Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trust Administrator and (ii) by the amount of any
related Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Mortgage Loan that is an Outstanding Mortgage
Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii)
the Scheduled Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan
of the product of (i) the PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Class A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Mortgage Loans (including, without limitation,
the proceeds of any repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amount) received by the Master Servicer with respect to
the applicable Remittance Date in the month of such Distribution Date and any
Unscheduled Principal Receipts received by the Master Servicer on or prior to
the Business Day preceding such Distribution Date, (ii) all Periodic Advances
made by a Servicer pursuant to the related Servicing Agreement or Periodic
Advances made by the Master Servicer or the Trust Administrator pursuant to
Section 3.03, and (iii) all other amounts required to be placed in the
Certificate Account by the Servicer on or before the applicable Remittance Date
or by the Master Servicer or the Trust Administrator on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
and respecting which the Master Servicer or the Trust Administrator
has made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any,
(ii) the Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to
the Distribution Date for the applicable type of Unscheduled Principal
Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such
Distribution Date occurs and the difference between the unpaid
principal balance of a Mortgage Loan substituted for a Mortgage Loan
pursuant to Sections 2.02, 2.03 or 2.06 on or following the
Determination Date in the month in which such Distribution Date occurs
and the unpaid principal balance of such Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Mortgage Loans, to the extent
not covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Liquidation Profits;
(k) Month End Interest; and
(l) all amounts reimbursable to a Servicer for PMI Advances.
Pool Scheduled Principal Balance: As to any Distribution Date,
the aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor payment consisting of a Principal Prepayment in the amount of the
outstanding principal balance of such loan and resulting in the full
satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount of interest, if any, that would have accrued on any Mortgage Loan which
was the subject of a Prepayment in Full at the Net Mortgage Interest Rate for
such Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as
to any Class of Class A Certificates, the Original Principal Balance of such
Class. As of any subsequent Determination Date prior to the Cross-Over Date and
as to any Class of Class A Certificates (other than the Class A-PO
Certificates), the Original Principal Balance of such Class less the sum of (a)
all amounts previously distributed in respect of such Class on prior
Distribution Dates (i) pursuant to Paragraph third clause (A) of Section 4.01(a)
and (ii) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to such Class pursuant to Section
4.02(b). After the Cross-Over Date, each such Principal Balance of a Class of
Class A Certificates (other than the Class A-PO Certificates) will also be
reduced (if clause (i) is greater than clause (ii)) or increased (if clause (i)
is less than clause (ii)) on each Determination Date by an amount equal to the
product of the Class A Loss Percentage of such Class and the difference, if any,
between (i) the Class A Non-PO Principal Balance as of such Determination Date
without regard to this sentence and (ii) the difference between (A) the Adjusted
Pool Amount for the preceding Distribution Date and (B) the Adjusted Pool Amount
(PO Portion) for the preceding Distribution Date.
As of any subsequent Determination Date prior to the
Cross-Over Date and as to the Class A-PO Certificates, the Original Principal
Balance of such Class less the sum of (a) all amounts previously distributed in
respect of the Class A-PO Certificates on prior Distribution Dates pursuant to
Paragraphs third clause (B) and fourth of Section 4.01(a) and (b) the Realized
Losses allocated through such Determination Date to the Class A-PO Certificates
pursuant to Section 4.02(b). After the Cross-Over Date, the Adjusted Pool Amount
(PO Portion) for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal
Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4
Principal Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
will be increased on any Determination Date such that the Principal Balance of
such Class exceeds its Original Principal Balance less all amounts previously
distributed in respect of such Class on prior Distribution Dates pursuant to
Paragraph third clause (A) of Section 4.01(a), Paragraph third clause (B) of
Section 4.01(a), or Paragraphs seventh, tenth, thirteenth, sixteenth, nineteenth
or twenty-second of Section 4.01(a).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution
Date, the calendar month preceding the month in which such Distribution Date
occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of the Code.
Prospectus: The prospectus dated February 21, 2001 as
supplemented by the prospectus supplement dated March 21, 2001, relating to the
Class A, Class B-1, Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit
rating agency, or its successor, that rated one or more Classes of the
Certificates at the request of the Seller at the time of the initial issuance of
the Certificates. The Rating Agencies for the Class A Certificates are Fitch
and, other than for the Class A-R Certificate, Xxxxx'x. The Rating Agency for
the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates is
Fitch. If any such agency or a successor is no longer in existence, "Rating
Agency" shall be such statistical credit rating agency, or other comparable
Person, designated by the Seller, notice of which designation shall be given to
the Trust Administrator and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean F-1+ in the
case of Fitch, P-1 in the case of Xxxxx'x and in the case of any other Rating
Agency shall mean its equivalent of such ratings. References herein to the
highest long-term rating categories of a Rating Agency shall mean AAA in the
case of Fitch and Aaa in the case of Xxxxx'x, and in the case of any other
Rating Agency shall mean its equivalent of such ratings without any plus or
minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses)
incurred on Liquidated Loans for which the Liquidation Proceeds were received
during the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts with respect to such Distribution Date and (ii)
Bankruptcy Losses incurred during the period corresponding to the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the
month of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent
to such Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as
defined in Code Section 860D. "The REMIC" means the REMIC constituted by the
Trust Estate.
REMIC Provisions: Provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of Part IV of
Subchapter M of Chapter 1 of Subtitle A of the Code, and related provisions, and
U.S. Department of the Treasury temporary, proposed or final regulations
promulgated thereunder, as the foregoing are in effect (or with respect to
proposed regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan (including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially
the form attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee or
the Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors
or Trustees, the Chairman or Vice-Chairman of the Executive or Standing
Committee of the Board of Directors or Trustees, the President, the Chairman of
the Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rule 144A: Rule 144A promulgated under the Securities Act of
1933, as amended.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Xxxxx Fargo Asset Securities Corporation, or its
successor in interest.
Servicer Mortgage Loan File: As defined in each of the
Servicing Agreements.
Servicers: Each of WFHM, Bank of America, N.A., National City
Mortgage Co., First Union Mortgage Corporation, HSBC Mortgage Corporation (USA),
HomeSide Lending, Inc., Chase Manhattan Mortgage Corporation, Chevy Chase Bank,
F.S.B., Hibernia National Bank, Cendant Mortgage Corporation, The Huntington
Mortgage Company, Old Kent Mortgage Company, Fleet Mortgage Corp., SunTrust
Mortgage, Inc., Xxxxxx Savings and Loan Association, F.A., Countrywide Home
Loans, Inc. and Navy Federal Credit Union, as Servicer under the related
Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements
executed with respect to a portion of the Mortgage Loans by one of the
Servicers, which agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set
forth in Section 11.25.
Servicing Officer: Any officer of a Servicer involved in,
or responsible for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the smallest permissible Denomination for such Class, as set forth in Section
11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the
part of the Trustee, Trust Administrator or the
Servicer or any of their agents or employees; or
(3) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a
part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an
amount equal to $2,766,952.00 minus the sum of (i) the aggregate amount of
Special Hazard Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined
below) as most recently calculated. For each anniversary of the Cut-Off Date,
the Special Hazard Adjustment Amount shall be calculated and shall be equal to
the amount, if any, by which the amount calculated in accordance with the
preceding sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and after
the Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the
Cut-Off Date, the greater of (i) 1.00% and (ii) the largest percentage obtained
by dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Percentage for
such date.
Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Class A
Prepayment Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary
interest subsidy agreement pursuant to which the monthly interest payments made
by the related Mortgagor will be less than the scheduled monthly interest
payments on such Mortgage Loan, with the resulting difference in interest
payments being provided by the employer of the Mortgagor. Each Subsidy Loan will
be identified as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage
Loan substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
Surety Bond: The Surety Bond, as defined in the Cendant
Servicing Agreement.
Trust Administrator: First Union National Bank, a national
banking association with its principal office located in Charlotte, North
Carolina, or any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this
Agreement, consisting of the Mortgage Loans (other than any Fixed Retained
Yield), such amounts as may be held from time to time in the Certificate Account
(other than any Fixed Retained Yield), the rights of the Trust Administrator, on
behalf of the Trustee, to receive the proceeds of all insurance policies and
performance bonds, if any, required to be maintained hereunder or under the
related Servicing Agreement and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
Trustee: United States Trust Company of New York, or any
successor trustee appointed as herein provided.
Type 1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Mid-Month Receipt Period with respect
to all types of Unscheduled Principal Receipts.
Type 2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Prior Month Receipt Period with
respect to all types of Unscheduled Principal Receipts.
Unpaid Interest Shortfalls: Each of the Class A Unpaid
Interest Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2
Unpaid Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class
B-4 Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the
Class B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or
other recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period:
Either a Mid-Month Receipt Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof
providing for the action, consent or approval of the Holders of all Certificates
evidencing specified Voting Interests in the Trust Estate, the Holders of each
Class of Certificates will collectively be entitled to the then applicable
percentage of the aggregate Voting Interest represented by all Certificates
equal to the ratio obtained by dividing the Principal Balance of such Class by
the sum of the Class A Principal Balance and the Class B Principal Balance. Each
Certificateholder of a Class will have a Voting Interest equal to the product of
the Voting Interest to which such Class is collectively entitled and the
Percentage Interest in such Class represented by such Holder's Certificates.
With respect to any provisions hereof providing for action, consent or approval
of each Class of Certificates or specified Classes of Certificates, each
Certificateholder of a Class will have a Voting Interest in such Class equal to
such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any
Distribution Date, a rate per annum equal to the average, expressed as a
percentage of the Net Mortgage Interest Rates of all Mortgage Loans that were
Outstanding Mortgage Loans as of the Due Date in the month preceding the month
of such Distribution Date, weighted on the basis of the respective Scheduled
Principal Balances of such Mortgage Loans .
WFHM: Xxxxx Fargo Home Mortgage, Inc., or its successor in
interest.
WFHM Correspondents: The entities listed on the Mortgage Loan
Schedule, from which WFHM purchased the Mortgage Loans.
WFHM Servicing Agreement: The Servicing Agreement providing
for the servicing of the Type 1 Mortgage Loans and Type 2 Mortgage Loans
initially by WFHM.
SECTION 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. When such execution is by a signer acting in a capacity other than his
or her individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the individual executing the
same, may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such
Certificates shall be overdue and notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Trustee, the Trust
Administrator and the Authenticating Agent) shall be proved by the Certificate
Register, and neither the Trustee, the Trust Administrator, the Seller nor the
Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice,
consent, waiver or other action of the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Trust Administrator, the Seller or the Master Servicer in reliance
thereon, whether or not notation of such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the
Table of Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee, without recourse all the right, title
and interest of the Seller in and to (a) the Trust Estate, including all
interest (other than the portion, if any, representing the Fixed Retained Yield)
and principal received by the Seller on or with respect to the Mortgage Loans
after the Cut-Off Date (and including scheduled payments of principal and
interest due after the Cut-Off Date but received by the Seller on or before the
Cut-Off Date and Unscheduled Principal Receipts received or applied on the
Cut-Off Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the Servicing Agreements with respect to
the Mortgage Loans, (d) all of the Seller's right, title and interest in and to
each Mortgage 100SM Pledge Agreement, each Parent Power(R) Guaranty and Security
Agreement for Securities Account and each Parent Power(R) Guaranty Agreement for
Real Estate with respect to each Additional Collateral Mortgage Loan, and (e)
proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator or any prior assignment is in the process of being recorded on the
Closing Date, the Seller shall deliver a copy thereof, certified by WFHM or the
applicable WFHM Correspondent to be a true and complete copy of the document
sent for recording, and the Seller shall use its best efforts to cause each such
original recorded document or certified copy thereof to be delivered to the
Trust Administrator promptly following its recordation, but in no event later
than one (1) year following the Closing Date. If any Mortgage has been recorded
in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its
designee, no assignment of Mortgage in favor of the Trust Administrator will be
required to be prepared or delivered and instead, the Master Servicer shall take
all actions as are necessary to cause the Trust Estate to be shown as the owner
of the related Mortgage Loan on the records of MERS for the purpose of the
system of recording transfers of beneficial ownership of mortgages maintained by
MERS. The Seller shall also cause to be delivered to the Trust Administrator any
other original mortgage loan document to be included in the Owner Mortgage Loan
File if a copy thereof has been delivered. The Seller shall pay from its own
funds, without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate by reason of the failure
of the Seller to cause to be delivered to the Trust Administrator within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage (except with respect to any Mortgage recorded in the name of MERS) not
delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller
may, to the extent set forth in the applicable Servicing Agreement, deliver or
cause to be delivered to the Trust Administrator the assignment of the Mortgage
Loan from the Seller to the Trust Administrator in a form suitable for
recordation, if (i) with respect to a particular state the Trustee has received
an Opinion of Counsel acceptable to it that such recording is not required to
make the assignment effective against the parties to the Mortgage or subsequent
purchasers or encumbrancers of the Mortgaged Property or (ii) the Seller has
been advised by each Rating Agency that non-recordation in a state will not
result in a reduction of the rating assigned by that Rating Agency at the time
of the initial issuance of the Certificates. In the event that the Master
Servicer receives notice that recording is required to protect the right, title
and interest of the Trustee in and to any such Mortgage Loan for which
recordation of an assignment has not previously been required, the Master
Servicer shall promptly notify the Trust Administrator and the Trust
Administrator shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trust Administrator)
of its receipt of such notice deliver each previously unrecorded assignment to
the related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments (unless the
related Mortgage has been registered in the name of MERS or its designee) and
other documents required to be delivered on the Closing Date pursuant to Section
2.01 above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate less any
Fixed Retained Yield through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the
purchase price shall be deposited by the Seller in the Certificate Account
maintained by the Master Servicer pursuant to Section 3.01. In the case of a
Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be
delivered to the Trust Administrator and the Substitution Principal Amount,
together with (i) interest on such Substitution Principal Amount at the
applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage
Loan which is being substituted for and (ii) an amount equal to the aggregate
amount of unreimbursed Periodic Advances in respect of interest previously made
by the Servicer, the Master Servicer or the Trust Administrator with respect to
such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment
(or, in the case of a Mortgage Loan registered in the name of MERS or its
designee, the Master Servicer shall take all necessary action to reflect such
assignment on the records of MERS), in each case without recourse, as shall be
necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders, the Trust Administrator on
behalf of the Trustee and the Trustee on behalf of the Certificateholders. The
failure of the Trust Administrator to give any notice contemplated herein within
forty-five (45) days after the execution of this Agreement shall not affect or
relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this
Section 2.02.
The Trust Administrator may, concurrently with the execution
and delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee and the Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement:
(i) The Master Servicer is a national banking association
duly chartered and validly existing in good standing under the laws
of the United States;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms
of this Agreement will not violate the Master Servicer's
corporate charter or by-laws or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution
and delivery by the Trustee, the Trust Administrator and the
Seller, constitutes a valid, legal and binding obligation of the
Master Servicer, enforceable against it in accordance with the
terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would affect its
performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive delivery of the
respective Owner Mortgage Loan Files to the Trust Administrator or the
Custodian.
(b) The Seller hereby represents and warrants to the Trustee
and the Trust Administrator for the benefit of Certificateholders that, as of
the date of execution of this Agreement, with respect to the Mortgage Loans, or
each Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates
respecting which such information is furnished as specified in the
Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is
free and clear of all encumbrances and liens having priority over the
first lien of the Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or interests
arising under or as a result of any federal, state or local law,
regulation or ordinance relating to hazardous wastes or hazardous
substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners
association fees; and if the Mortgaged Property consists of shares of a
cooperative housing corporation, any lien for amounts due to the
cooperative housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance expenses secured by
the real property owned by the cooperative housing corporation; and any
security agreement, chattel mortgage or equivalent document related to,
and delivered to the Trust Administrator or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien on
the property described therein and the Seller has full right to sell
and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the Mortgaged
Property in whole or in part from the lien of the Mortgage, or executed
any instrument of release, cancellation, modification or satisfaction,
except in each case as is reflected in an agreement delivered to the
Trust Administrator or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and
owing have been paid, or an escrow of funds has been established, to
the extent permitted by law, in an amount sufficient to pay for every
such item which remains unpaid; and the Seller has not advanced funds,
or received any advance of funds by a party other than the Mortgagor,
directly or indirectly (except pursuant to any Subsidy Loan
arrangement) for the payment of any amount required by the Mortgage,
except for interest accruing from the date of the Mortgage Note or date
of disbursement of the Mortgage Loan proceeds, whichever is later, to
the day which precedes by thirty days the first Due Date under the
related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes
no representations), so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total
or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and materialmen's liens or liens in the nature thereof; provided,
however, that this warranty shall be deemed not to have been made at
the time of the initial issuance of the Certificates if a title policy
affording, in substance, the same protection afforded by this warranty
is furnished to the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of such property and no
improvements on adjoining properties encroach upon the Mortgaged
Property (unless insured against under the related title insurance
policy); and to the best of the Seller's knowledge, the Mortgaged
Property and all improvements thereon comply with all requirements of
any applicable zoning and subdivision laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable
state or federal laws, regulations and other requirements, pertaining
to usury, and the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to
all occupied portions of the Mortgaged Property and, with respect to
the use and occupancy of the same, including, but not limited to,
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under the
terms of the related Mortgage Note have been made and no Mortgage Loan
had more than one delinquency in the 12 months preceding the Cut-Off
Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is
the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally
and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and, to
the best of the Seller's knowledge, all parties to the Mortgage Note
and the Mortgage had legal capacity to execute the Mortgage Note and
the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loans have been complied
with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which
could not be completed due to weather and escrow funds for the
completion of swimming pools); and all costs, fees and expenses
incurred in making, closing or recording the Mortgage Loan have been
paid, except recording fees with respect to Mortgages not recorded as
of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion
of counsel of the type customarily rendered in such jurisdiction in
lieu of title insurance is instead received) is covered by an American
Land Title Association mortgagee title insurance policy or other
generally acceptable form of policy or insurance acceptable to Xxxxxx
Mae or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx Mae
or Xxxxxxx Mac insuring the originator, its successors and assigns, as
to the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan and subject only to (A) the lien of current
real property taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way, easements and
other matters of public record as of the date of recording of such
Mortgage acceptable to mortgage lending institutions in the area in
which the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the
related Mortgage Loan, (C) liens created pursuant to any federal, state
or local law, regulation or ordinance affording liens for the costs of
clean-up of hazardous substances or hazardous wastes or for other
environmental protection purposes and (D) such other matters to which
like properties are commonly subject which do not individually, or in
the aggregate, materially interfere with the benefits of the security
intended to be provided by the Mortgage; the Seller is the sole insured
of such mortgagee title insurance policy, the assignment to the Trust
Administrator, on behalf of the Trustee of the Seller's interest in
such mortgagee title insurance policy does not require any consent of
or notification to the insurer which has not been obtained or made,
such mortgagee title insurance policy is in full force and effect and
will be in full force and effect and inure to the benefit of the Trust
Administrator, on behalf of the Trustee, no claims have been made under
such mortgagee title insurance policy, and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission,
anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac against
loss by fire and such hazards as are covered under a standard extended
coverage endorsement, in an amount which is not less than the lesser of
100% of the insurable value of the Mortgaged Property and the
outstanding principal balance of the Mortgage Loan, but in no event
less than the minimum amount necessary to fully compensate for any
damage or loss on a replacement cost basis; if the Mortgaged Property
is a condominium unit, it is included under the coverage afforded by a
blanket policy for the project; if upon origination of the Mortgage
Loan, the improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy
meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan,
(B) the full insurable value of the Mortgaged Property and (C) the
maximum amount of insurance which was available under the National
Flood Insurance Act of 1968, as amended; and each Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default, breach, violation
or event of acceleration; and no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note
or Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of
not more than 360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the
benefits of the security, including realization by judicial foreclosure
(subject to any limitation arising from any bankruptcy, insolvency or
other law for the relief of debtors), and there is no homestead or
other exemption available to the Mortgagor which would interfere with
such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in a
planned unit development or, in the case of Mortgage Loans secured by
Co-op Shares, leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trust Administrator in place of the related
Mortgage Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Xxxxxx Xxx or Xxxxxxx Mac
standards for inter vivos trusts and (ii) holding title to the
Mortgaged Property in such trust will not diminish any rights as a
creditor including the right to full title to the Mortgaged Property in
the event foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage
of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity
to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence,
(c) prohibit the holder of the Mortgage from being insured (or
receiving proceeds of insurance) under the hazard insurance policy or
policies relating to the Mortgaged Property or (d) permit any increase
in rent other than pre-established increases set forth in the lease;
(4) the original term of such lease is not less than 15 years; (5) the
term of such lease does not terminate earlier than five years after the
maturity date of the Mortgage Note; and (6) the Mortgaged Property is
located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted
practice;
Notwithstanding the foregoing, no representations or
warranties are made by the Seller as to the environmental condition of any
Mortgaged Property; the absence, presence or effect of hazardous wastes or
hazardous substances on any Mortgaged Property; any casualty resulting from the
presence or effect of hazardous wastes or hazardous substances on, near or
emanating from any Mortgaged Property; the impact on Certificateholders of any
environmental condition or presence of any hazardous substance on or near any
Mortgaged Property; or the compliance of any Mortgaged Property with any
environmental laws, nor is any agent, person or entity otherwise affiliated with
the Seller authorized or able to make any such representation, warranty or
assumption of liability relative to any Mortgaged Property. In addition, no
representations or warranties are made by the Seller with respect to the absence
or effect of fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive delivery of the
respective Owner Mortgage Loan Files to the Trust Administrator and shall inure
to the benefit of the Trust Administrator, on behalf of the Trustee,
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer,
the Trustee, the Trust Administrator or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and, except for a breach of the
representation and warranty set forth in subsection (b)(i), where such breach is
a result of the Cut-Off Date Principal Balance of a Mortgage Loan being greater,
by $5,000 or greater, than the Cut-Off Date Principal Balance of such Mortgage
Loan indicated on the Mortgage Loan Schedule, that such breach materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement). Within 60 days of the earlier of its discovery or its receipt of
notice of any such breach, the Seller shall cure such breach in all material
respects or shall either (i) repurchase the Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (A) 100%
of the unpaid principal balance of such Mortgage Loan plus (B) accrued interest
at the Net Mortgage Interest Rate for such Mortgage Loan through the last day of
the month in which such repurchase took place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for such Mortgage Loan in the manner described in Section 2.02. The purchase
price of any repurchase described in this paragraph and the Substitution
Principal Amount, if any, plus accrued interest thereon and the other amounts
referred to in Section 2.02, shall be deposited in the Certificate Account. It
is understood and agreed that the obligation of the Seller to repurchase or
substitute for any Mortgage Loan or property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders, the Trust Administrator on behalf of the
Trustee, or the Trustee on behalf of Certificateholders, and such obligation
shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trust Administrator acknowledges the assignment to it of
the Mortgage Loans and the delivery of the Owner Mortgage Loan Files to it, and,
concurrently with such delivery, has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans together with all other assets
included in the definition of "Trust Estate," receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A
Certificates (other than the Class A-R Certificate) and the Classes of Class B
Certificates as classes of "regular interests" and the Class A-R Certificate as
the single class of "residual interest" in the REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby
designated as the "Startup Day" of the REMIC within the meaning of Code Section
860G(a)(9). The "latest possible maturity date" of the regular interests in the
REMIC is April 25, 2016 for purposes of Code Section 860G(a)(1).
SECTION 2.06 OPTIONAL SUBSTITUTION OF MORTGAGE LOANS.
During the three-month period beginning on the Startup Date,
the Seller shall have the right, but not the obligation, in its sole discretion
for any reason, to substitute for any Mortgage Loan a Substitute Mortgage Loan
meeting the requirements of Section 2.02. Any such substitution shall be carried
out in the manner described in Section 2.02. The Substitution Principal Amount,
if any, plus accrued interest thereon and the other amounts referred to in
Section 2.02, shall be deposited in the Certificate Account.
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a
Certificate Account for the deposit of funds received by the Master Servicer
with respect to the Mortgage Loans serviced by each Servicer pursuant to each of
the Servicing Agreements. Such account shall be maintained as an Eligible
Account. The Master Servicer shall give notice to each Servicer and the Seller
of the location of the Certificate Account and of any change in the location
thereof.
(b) The Master Servicer shall deposit into the Certificate
Account on the day of receipt thereof all amounts received by it from any
Servicer pursuant to any of the Servicing Agreements, any amounts received by it
upon the sale of any Additional Collateral pursuant to the terms of the Mortgage
100SM Pledge Agreement, the Parent Power(R) Guaranty and Security Agreement for
Securities Account or the Parent Power(R) Guaranty Agreement for Real Estate or
any amounts received pursuant to the Surety Bond, and shall, in addition,
deposit into the Certificate Account the following amounts, in the case of
amounts specified in clause (i), not later than the Distribution Date on which
such amounts are required to be distributed to Certificateholders and, in the
case of the amounts specified in clause (ii), not later than the Business Day
next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trust Administrator, if any and any amounts
deemed received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by
the Seller pursuant to Sections 2.02 or 2.03 or that is auctioned by
the Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the
Certificate Account to be invested in Eligible Investments. No such Eligible
Investments will be sold or disposed of at a gain prior to maturity unless the
Master Servicer has received an Opinion of Counsel or other evidence
satisfactory to it that such sale or disposition will not cause the Trust Estate
to be subject to Prohibited Transactions Tax, otherwise subject the Trust Estate
to tax, or cause the Trust Estate to fail to qualify as a REMIC while any
Certificates are outstanding. Any amounts deposited in the Certificate Account
prior to the Distribution Date shall be invested for the account of the Master
Servicer and any investment income thereon shall be additional compensation to
the Master Servicer for services rendered under this Agreement. The amount of
any losses incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
(d) For purposes of this Agreement, the Master Servicer will
be deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE
ACCOUNT.
(a) The Master Servicer may, from time to time, make
withdrawals from the Certificate Account for the following purposes (limited, in
the case of Servicer reimbursements, to cases where funds in the respective
Custodial P&I Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator
or any Servicer for Periodic Advances made by the Master Servicer or
the Trust Administrator pursuant to Section 3.03(a) or any Servicer
pursuant to any Servicing Agreement with respect to previous
Distribution Dates, such right to reimbursement pursuant to this
subclause (i) being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this purpose, Liquidation
Proceeds, REO Proceeds and proceeds from the purchase, sale, repurchase
or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
2.06, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trust Administrator for any Periodic Advances determined in good faith
to have become Nonrecoverable Advances provided, however, that any
portion of Nonrecoverable Advances representing Fixed Retained Yield
shall be reimbursable only from amounts constituting Fixed Retained
Yield and not from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended
by the Master Servicer or any Servicer pursuant hereto or to any
Servicing Agreement, respectively, in good faith in connection with the
restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or
other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, to pay the Master Servicing Fee with respect
to such Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trust Administrator (or, in certain cases, the Seller) for expenses
incurred by it (including taxes paid on behalf of the Trust Estate) and
recoverable by or reimbursable to it pursuant to Section 3.03(c),
3.03(d) or 6.03 or the second sentence of Section 8.14(a) or pursuant
to such Servicer's Servicing Agreement, provided such expenses are
"unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to
each Mortgage Loan or property acquired in respect thereof that has
been repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer
with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 3.08 or 9.01, all
amounts received thereon and not required to be distributed as of the
date on which the related repurchase or purchase price or Scheduled
Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein; (viii) to pay to the Master Servicer
any interest earned on or investment income with respect to funds in
the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to the
related Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage
Loan;
(x) to pay to the Master Servicer as additional master
servicing compensation any Liquidation Profits which a Servicer is not
entitled to pursuant to the applicable Servicing Agreement; (xi) to
withdraw from the Certificate Account any amount deposited in the
Certificate Account that was not required to be deposited therein;
(xii) to clear and terminate the Certificate Account pursuant to
Section 9.01; and (xiii) to pay to WFHM from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if
any, with respect to such Mortgage Loan; provided, however, that with
respect to any payment of interest received by the Master Servicer in
respect of a Mortgage Loan (whether paid by the Mortgagor or received
as Liquidation Proceeds, Insurance Proceeds or otherwise) which is less
than the full amount of interest then due with respect to such Mortgage
Loan, only that portion of such payment of interest that bears the same
relationship to the total amount of such payment of interest as the
Fixed Retained Yield Rate, if any, in respect of such Mortgage Loan
bears to the Mortgage Interest Rate shall be allocated to the Fixed
Retained Yield with respect thereto. (b) The Master Servicer shall keep
and maintain separate accounting, on a Mortgage Loan by Mortgage Loan
basis, for the purpose of justifying any payment to and withdrawal from
the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUST
ADMINISTRATOR.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of WFHM or such Other Servicer, as the case may be,
(ii) the amount actually advanced by WFHM or such Other Servicer, (iii) the
amount that the Trust Administrator or Master Servicer is required to advance
hereunder, including any amount the Master Servicer is required to advance
pursuant to the second sentence of this Section 3.03(a), and (iv) whether the
Master Servicer has determined that it reasonably believes that such Periodic
Advance is a Nonrecoverable Advance. Amounts advanced by the Trust Administrator
or Master Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trust Administrator will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trust Administrator may
conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance
on account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trust Administrator that such failure has
occurred. Upon receipt of such certification, the Trust Administrator shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each
be entitled to be reimbursed from the Certificate Account for any Periodic
Advance made by it under Section 3.03(a) to the extent described in Section
3.02(a)(i) and (a)(ii). The Master Servicer and the Trust Administrator shall be
entitled to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it
pursuant to Section 3.03(b). The Master Servicer shall diligently pursue
restoration of such amount to the Certificate Account from the related Servicer.
The Master Servicer shall, to the extent it has not already done so, upon the
request of the Trust Administrator, withdraw from the Certificate Account and
remit to the Trust Administrator any amounts to which the Trust Administrator is
entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
SECTION 3.04 TRUST ADMINISTRATOR TO COOPERATE;
RELEASE OF OWNER MORTGAGE LOAN FILES.
Upon the receipt by the Master Servicer of a Request for
Release in connection with the deposit by a Servicer into the Certificate
Account of the proceeds from a Liquidated Loan or of a Prepayment in Full, the
Master Servicer shall confirm to the Trust Administrator that all amounts
required to be remitted to the Certificate Account in connection with such
Mortgage Loan have been so deposited, and shall deliver such Request for Release
to the Trust Administrator. The Trust Administrator shall, within five Business
Days of its receipt of such a Request for Release, release the related Owner
Mortgage Loan File to the Master Servicer or such Servicer, as requested by the
Master Servicer. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the
Servicer pursuant to clause (ii) of the preceding paragraph, the Trust
Administrator shall execute and deliver to the Master Servicer or such Servicer,
as directed by the Master Servicer, court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trust Administrator and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trust Administrator will not invalidate or otherwise affect the lien of
the Mortgage, except for the termination of such a lien upon completion of the
foreclosure proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE AND THE TRUST
ADMINISTRATOR; ANNUAL COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the
Master Servicer shall deliver to the Trustee and the Trust Administrator a
statement setting forth the status of the Certificate Account as of the close of
business on such Distribution Date stating that all distributions required to be
made by the Master Servicer under this Agreement have been made (or, if any
required distribution has not been made by the Master Servicer, specifying the
nature and status thereof) and showing, for the period covered by such
statement, the aggregate amount of deposits into and withdrawals from such
account for each category of deposit and withdrawal specified in Sections 3.01
and 3.02. Such statement may be in the form of the then current Xxxxxx Mae
monthly accounting report for its Guaranteed Mortgage Pass-Through Program with
appropriate additions and changes, and shall also include information as to the
aggregate unpaid principal balance of all of the Mortgage Loans as of the close
of business as of the last day of the calendar month immediately preceding such
Distribution Date. Copies of such statement shall be provided by the Trust
Administrator to any Certificateholder upon written request, provided such
statement is delivered, or caused to be delivered, by the Master Servicer to the
Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the
Trust Administrator on or before April 30 of each year, a certificate signed by
an officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO
MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan
is administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of a REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee and
the Trust Administrator pursuant to Section 3.07(b), the Master Servicer from
time to time may, to the extent permitted by the applicable Servicing Agreement,
make such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee and the Trust
Administrator such Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and (iii) the reason or
reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to
any amendment or supplement to a Servicing Agreement proposed by the Master
Servicer pursuant to Section 3.07(a), which consent and amendment shall not
require the consent of any Certificateholder if it is (i) for the purpose of
curing any mistake or ambiguity or to further effect or protect the rights of
the Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this
Section 3.07, the Master Servicer from time to time may, without the consent of
any Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the WFHM Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an
amendment to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's, the Trust Administrator's and the
Certificateholders' reliance on the Master Servicer, and in a manner consistent
with the terms and provisions of any insurance policy required to be maintained
by the Master Servicer or any Servicer pursuant to this Agreement or any
Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Trust Estate of REMIC status for federal income tax
purposes or (iii) the imposition of any Prohibited Transaction Tax or any
federal taxes on the REMIC or the Trust Estate. The Master Servicer shall have
full power and authority in its sole discretion to take any action with respect
to the Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trust Administrator or the Master
Servicer, such modification shall be construed as a substitution of the modified
Mortgage Loan for the Mortgage Loan originally deposited in the Trust Estate if
it would be a "significant modification" within the meaning of Section
1.860G-2(b) of the regulations of the U.S. Department of the Treasury. No
modification shall be approved unless (i) the modified Mortgage Loan would
qualify as a Substitute Mortgage Loan under Section 2.02 and (ii) with respect
to any modification that occurs more than three months after the Closing Date
and is not the result of a default or a reasonably foreseeable default under the
Mortgage Loan, there is delivered to the Trust Administrator an Opinion of
Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the
effect that such modification would not be treated as giving rise to a new debt
instrument for federal income tax purposes as described in the preceding
sentence; provided, however, that no such Opinion of Counsel need be delivered
if the sole purpose of the modification is to reduce the Monthly Payment on a
Mortgage Loan as a result of a Curtailment such that the Mortgage Loan is fully
amortized by its original maturity date.
During the term of this Agreement, the Master Servicer shall
consult fully with each Servicer as may be necessary from time to time to
perform and carry out the Master Servicer's obligations hereunder and otherwise
exercise reasonable efforts to encourage such Servicer to perform and observe
the covenants, obligations and conditions to be performed or observed by it
under its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the
Trust 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.
The Master Servicer shall administer the Trust Estate on
behalf of the Trustee and shall have full power and authority, acting alone or
(subject to Section 6.06) through one or more subcontractors, to do any and all
things in connection with such administration which it may deem necessary or
desirable. Upon the execution and delivery of this Agreement, and from time to
time as may be required thereafter, the Trust Administrator, on behalf of the
Trustee shall furnish the Master Servicer or its subcontractors with any powers
of attorney and such other documents as may be necessary or appropriate to
enable the Master Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i)
any defaulted Mortgage Loan or any Mortgage Loan as to which default is
reasonably foreseeable from the Trust Estate if, in the Seller's judgment, the
default is not likely to be cured by the Mortgagor or (ii) any Mortgage Loan in
the Trust Estate which, pursuant to paragraph 5(b) of the Mortgage Loan Purchase
Agreement, WFHM requests the Seller to repurchase and to sell to WFHM to
facilitate the exercise of WFHM's rights against the originator or a prior
holder of such Mortgage Loan. The purchase price for any such Mortgage Loan
shall be 100% of the unpaid principal balance of such Mortgage Loan plus accrued
interest thereon at the Mortgage Interest Rate for such Mortgage Loan, through
the last day of the month in which such repurchase occurs. Upon the receipt of
such purchase price, the Master Servicer shall provide to the Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any
time that, notwithstanding the representations and warranties set forth in
Section 2.03(b), any Mortgage Loan is not a "qualified mortgage" within the
meaning of Section 860G of the Code and (ii) the Master Servicer is unable to
enforce the obligation of the Seller to purchase such Mortgage Loan pursuant to
Section 2.02 within two months of such determination, the Master Servicer shall
cause such Mortgage Loan to be auctioned to the highest bidder and sold out of
the Trust Estate no later than the date 90 days after such determination. In the
event of any such sale of a Mortgage Loan, the Trust Administrator shall, at the
written request of the Master Servicer and upon being supported with appropriate
forms therefor, within five Business Days of the deposit by the Master Servicer
of the proceeds of such auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator,
shall, pursuant to the Servicing Agreements, object to the foreclosure upon, or
other related conversion of the ownership of, any Mortgaged Property by the
related Servicer if (i) the Master Servicer believes such Mortgaged Property may
be contaminated with or affected by hazardous wastes or hazardous substances or
(ii) such Servicer does not agree to administer such Mortgaged Property, once
the related Mortgage Loan becomes an REO Mortgage Loan, in a manner which would
not result in a federal tax being imposed upon the Trust Estate or the REMIC.
Additional Collateral may be liquidated and the proceeds
applied to cover any shortfalls upon the liquidation of a Mortgaged Property;
provided, however, that the Trust Estate in no event shall acquire ownership of
the Additional Collateral unless the Trustee shall have received an Opinion of
Counsel that such ownership shall not cause the Trust Estate to fail to qualify
as a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing
agreement with an unaffiliated holder of 100% Percentage Interest of a Class of
Class B Certificates or a holder of a class of securities representing interests
in the Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING
AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) WFHM fails to make any advance, as a consequence of which the Trust
Administrator is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trust Administrator provides WFHM written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such notice, the Trust Administrator shall recommend to the Trustee
the termination of the WFHM Servicing Agreement without the recommendation of
the Master Servicer and upon such recommendation, the Trustee shall terminate
the WFHM Servicing Agreement. The Master Servicer shall indemnify the Trustee
and the Trust Administrator and hold each harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee or
the Trust Administrator in connection with termination of such Servicing
Agreement at the direction of the Master Servicer. In addition, the Master
Servicer shall indemnify the Trustee and hold it harmless from and against any
and all claims, liabilities, costs and expenses (including, without limitation,
reasonable attorney's fees) arising out of, or assessed against the Trustee in
connection with the termination of the WFHM Servicing Agreement as provided in
the second preceding sentence. If the Trustee terminates such Servicing
Agreement, the Trustee may enter into a substitute Servicing Agreement with the
Master Servicer or, at the Master Servicer's nomination, with another mortgage
loan service company acceptable to the Trustee, the Trust Administrator, the
Master Servicer and each Rating Agency under which the Master Servicer or such
substitute servicer, as the case may be, shall assume, satisfy, perform and
carry out all liabilities, duties, responsibilities and obligations that are to
be, or otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. Until such time as the
Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation
Proceeds received from a Servicer shall be allocated first to accrued and unpaid
interest on the related Mortgage Loan and then to the unpaid principal balance
thereof.
SECTION 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all
filings required to be made by the Seller with respect to the Class A
Certificates and the Class B-1, Class B-2 and Class B-3 Certificates pursuant to
the Securities Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
(a) On each Distribution Date, the Pool Distribution Amount
will be applied in the following amounts, to the extent the Pool Distribution
Amount is sufficient therefor, in the manner and in the order of priority as
follows:
first, to the Classes of Class A Certificates, pro rata, based
upon their respective Interest Accrual Amounts, in an aggregate amount up to the
Class A Interest Accrual Amount with respect to such Distribution Date;
second, to the Classes of Class A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, to the Class A Certificates (other than
the Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based on
their respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Class A Certificates (other than the Class A-PO
Certificates), in an aggregate amount up to the Class A Non-PO Optimal Principal
Amount, such distribution to be allocated among such Classes in accordance with
Section 4.01(b) or Section 4.01(c), as applicable, and (B) to the Class A-PO
Certificates in an amount up to the Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the
Class A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second below, second to the Class B-5 Certificates pursuant to
Paragraph nineteenth below, third to the Class B-4 Certificates pursuant to
Paragraph sixteenth below, fourth to the Class B-3 Certificates pursuant to
Paragraph thirteenth below, fifth to the Class B-2 Certificates pursuant to
Paragraph tenth below, and sixth to the Class B-1 Certificates pursuant to
Paragraph seventh below;
fifth, to the Class B-1 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the
Class B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph seventh
will be reduced by the amount, if any, that would have been distributable to the
Class B-1 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the
Class B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the
Class B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph tenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-2 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates, in an amount up to
the Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to
the Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to
the Interest Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to
the Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to
the Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph sixteenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to
the Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to
the Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up
to the Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance of
any Class (other than the Class A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the
Principal Adjustment, if any, attributable to any Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(b) On each Distribution Date prior to the Cross-Over Date,
the Class A Non-PO Principal Distribution Amount will be allocated among and
distributed in reduction of the Principal Balances of the Class A Certificates
(other than the Class A-PO Certificates) sequentially as follows:
first, to the Class A-R Certificate, until the Principal
Balance thereof has been reduced to zero; and
second, to the Class A-1 Certificates, until the Principal
Balance thereof has been reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Class A Certificates (other
than the Class A-PO Certificates) pro rata in accordance with their outstanding
Principal Balances without regard to either the proportions or the priorities
set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of
Class B Certificates are eligible to receive distributions of principal with
respect to any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5 Principal
Balance is greater than zero, the Class B-6 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution
Date the aggregate distributions to Holders of the Classes of Class B
Certificates entitled to receive distributions of principal would reduce the
Principal Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage as the case may be, and (B) the
percentages determined in accordance with the preceding sentence necessary to
bring the Principal Balances of the affected Classes of Class B Certificates to
zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
(e) On each Distribution Date other than the Final
Distribution Date (if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Seller), the Paying Agent
shall, on behalf of the Master Servicer, from funds remitted to it by the Master
Servicer, distribute to each Certificateholder of record on the preceding Record
Date (other than as provided in Section 9.01 respecting the final distribution
to Certificateholders or in the last paragraph of this Section 4.01(e)
respecting the final distribution in respect of any Class) either in immediately
available funds by wire transfer to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder holds Certificates having a Denomination at least equal to
that specified in Section 11.23, and has so notified the Master Servicer or, if
applicable, the Paying Agent at least seven Business Days prior to the
Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Class A Distribution Amount
with respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-R Certificate) or the Principal Balance of any Class of
Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trust Administrator. The Trust Administrator will
then send a notice to each Certificateholder of such Class with a copy to the
Certificate Registrar, specifying that the final distribution with respect to
such Class will be made on such Distribution Date only upon the presentation and
surrender of such Certificateholder's Certificates at the office or agency of
the Trust Administrator therein specified; provided, however, that the failure
to give such notice will not entitle a Certificateholder to any interest beyond
the interest payable with respect to such Distribution Date in accordance with
Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by
the Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal
portion of Realized Losses (other than Debt Service Reductions, Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be
allocated as follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than
the Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through
the reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal
portion of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses occurring with respect to any Mortgage Loan allocable to the
Class A-PO Certificates will equal the product of the amount of any such
principal loss and the PO Fraction for such Mortgage Loan. The principal portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses remaining after allocation to the Class A-PO Certificates in accordance
with the preceding sentence shall be allocated pro rata among the Class A
Certificates (other than the Class A-PO Certificates) and Class B Certificates
based on the Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date to the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A
Certificates or Class B Certificates pursuant to Section 4.02(a) or Section
4.02(b) shall be allocated among the Certificates of such Class based on their
Percentage Interests.
(d) [Intentionally Left Blank]
(e) The interest portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i)
the Class A Certificates and (ii) the Class B Certificates, pro rata based on
the Class A Interest Accrual Amount and the Class B Interest Accrual Amount for
the related Distribution Date without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates based on each Class's
Class A Interest Percentage. Any such loss allocated to the Class B Certificates
will be allocated among the outstanding Classes of Class B Certificates based on
their Class B Interest Percentages. In addition, after the Class B Principal
Balance has been reduced to zero, the interest portion of Realized Losses (other
than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses) will be allocated among the outstanding Classes of Class A Certificates
based on their Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section
4.02 will be allocated as follows: (i) Liquidated Loan Losses on Liquidated
Loans for which the Liquidation Proceeds were received during, and Bankruptcy
Losses incurred in a period corresponding to, an Unscheduled Principal Receipt
Period for Full Unscheduled Principal Receipts that is a Mid-Month Receipt
Period will be allocated on the Determination Date in the month following the
month in which such Mid-Month Receipt Period ended and (ii) Liquidated Loan
Losses on Liquidated Loans for which the Liquidation Proceeds were received
during, and Bankruptcy Losses incurred in a period corresponding to, an
Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts
that is a Prior Month Receipt Period will be allocated on the Determination Date
in the second month following the month which is such Prior Month Receipt
Period.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust
Administrator as initial Paying Agent to make distributions to
Certificateholders and to forward to Certificateholders the periodic statements
and the annual statements required by Section 4.04 as agent of the Master
Servicer.
The Master Servicer may, at any time, remove or replace the
Paying Agent.
The Master Servicer shall cause any Paying Agent that is not
the Trust Administrator to execute and deliver to the Trust Administrator an
instrument in which such Paying Agent agrees with the Trust Administrator that
such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and (iii) at any time
during the continuance of any such default, upon the written request of
the Trust Administrator, forthwith pay to the Trust Administrator all
amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment
Account, which shall be a separate trust account and an Eligible Account, in
which the Master Servicer shall cause to be deposited from funds in the
Certificate Account or, to the extent required hereunder, from its own funds (i)
at or before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS; REPORTS TO
THE TRUST ADMINISTRATOR AND THE SELLER.
Concurrently with each distribution pursuant to Section
4.01(e), the Master Servicer, or the Paying Agent appointed by the Master
Servicer (upon receipt of such statement from the Master Servicer), shall
forward or cause to be forwarded by mail to each Holder of a Certificate and the
Seller a statement setting forth:
(i) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to principal, separately identifying
the aggregate amount of any Unscheduled Principal Receipts included
therein;
(ii) (a) the amount of such distribution to Holders of each
Class of Class A Certificates allocable to interest, (b) the amount of
the Current Class A Interest Distribution Amount allocated to each
Class of Class A Certificates, (c) any Class A Interest Shortfall
Amounts arising with respect to such Distribution Date and any
remaining Class A Unpaid Interest Shortfall with respect to each Class
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class A
Certificates for such Distribution Date and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class A Certificates for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to principal, separately identifying
the aggregate amount of any Unscheduled Principal Receipts included
therein;
(iv) (a) the amount of such distribution to Holders of each
Class of Class B Certificates allocable to interest, (b) the amount of
the Current Class B Interest Distribution Amount allocated to each
Class of Class B Certificates (c) any Class B Interest Shortfall
Amounts arising with respect to such Distribution Date and any
remaining Class B Unpaid Interest Shortfall with respect to each Class
of Class B Certificates after giving effect to such distribution, (d)
the amount of any Non-Supported Interest Shortfall allocated to each
Class of Class B Certificates for such Distribution Date, and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to each Class of Class B
Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trust Administrator pursuant to the Servicing
Agreements or this Agreement;
(vi) the number of Mortgage Loans outstanding as of the
preceding Determination Date; (vii) the Class A Principal Balance, the
Principal Balance of each Class of Class A Certificates the Class B
Principal Balance and the Principal Balance of each Class of Class B
Certificates as of the following Determination Date after giving effect
to the distributions of principal made, and the principal portion of
Realized Losses, if any, allocated with respect to such Distribution
Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans
for such Distribution Date and the aggregate Scheduled Principal
Balance of the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by WFHM and, collectively, by the Other
Servicers as of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Prepayment Percentages for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c) three months or
more;
(xv) the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close of
business on such Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses
or Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to
each Class of Class B Certificates in accordance with Section 4.02(a)
since the Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class
of Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined not to
foreclose because it believes the related Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous
substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate
Available Master Servicer Compensation has been reduced by the
Prepayment Interest Shortfall for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount if any;
(xxiv) the amount of PMI Advances made by a Servicer, if any;
and
(xxv) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare
their tax returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class
of Class A Certificates pursuant to clauses (i) and (ii) above and with respect
to a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall furnish or cause to be furnished to
each Person who at any time during the calendar year was the Holder of a
Certificate a statement containing the information set forth in clauses (i) and
(ii)(a) above in the case of a Class A Certificateholder and the information set
forth in clauses (iii) and (iv)(a) above in the case of a Class B
Certificateholder aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day
preceding each Distribution Date, the Master Servicer shall furnish a statement
to the Trust Administrator, any Paying Agent and the Seller (the information in
such statement to be made available to Certificateholders by the Master Servicer
on written request) setting forth the Class A Distribution Amount with respect
to each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trust
Administrator and the Paying Agent shall be protected in relying upon the same
without any independent check or verification.
In addition to the reports required pursuant to this Section
4.04, the Master Servicer shall make available upon request to each Holder and
each proposed transferee of a Class B-4, Class B-5 or, Class B-6 Certificate
such additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE
SERVICE.
The Master Servicer shall, in each year beginning after the
Cut-Off Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all
distributions to be made on the Certificates and all losses to be allocated to
the Certificates. In the event that the Master Servicer concludes that any
ambiguity or uncertainty exists in any provisions of this Agreement relating to
distributions to be made on the Certificates, the allocation of losses to the
Certificates or otherwise, the interpretation of such provisions and any actions
taken by the Master Servicer in good faith to implement such interpretation
shall be binding upon Certificateholders.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only
in minimum Denominations of a Single Certificate and, except for the Class A-PO,
Class A-R, Class B-4, Class B-5 and Class B-6 Certificates, integral multiples
of $1,000 in excess thereof (except, if necessary, for one Certificate of each
Class (other than the Class A-PO, Class A-R, Class B-4, Class B-5 and Class B-6
Certificates) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-R, A-PO, X-0,
X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original
issue the Certificates shall be executed and delivered by the Trust
Administrator to or upon the order of the Seller upon receipt by the Trust
Administrator or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion evidenced by the Class A and Class B Certificates
shall be the sum of the amounts specifically set forth in the respective
Certificates. The Certificates shall be executed by manual or facsimile
signature on behalf of the Trust Administrator by any Responsible Officer
thereof. Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Trust Administrator shall bind
the Trust Administrator notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Certificates or did not hold such offices at the date of such Certificates.
No Certificate shall be entitled to any benefit under this Agreement, or be
valid for any purpose, unless manually countersigned by a Responsible Officer of
the Trust Administrator, or unless there appears on such Certificate a
certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant
to Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall
be issued in the form of one or more typewritten certificates, to be delivered
to The Depository Trust Company, the initial Clearing Agency, by, or on behalf
of, the Seller or to, and deposited with the Certificate Custodian, on behalf of
The Depository Trust Company, if directed to do so pursuant instructions from
The Depository Trust Company. Such Certificates shall initially be registered in
the Certificate Register in the name of the nominee of the initial Clearing
Agency, and no Beneficial Owner will receive a definitive certificate
representing such Beneficial Owner's interest in the Book-Entry Certificates,
except as provided in Section 5.07. Unless and until definitive, fully
registered certificates ("Definitive Certificates") have been issued to
Beneficial Owners pursuant to Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate
Registrar and the Trust Administrator may deal with the Clearing Agency
for all purposes (including the making of distributions on the
Book-Entry Certificates and the taking of actions by the Holders of
Book-Entry Certificates) as the authorized representative of the
Beneficial Owners;
(iii) to the extent that the provisions of this Section
5.01(b) conflict with any other provisions of this Agreement, the
provisions of this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law, the rules, regulations and procedures of the Clearing Agency
and agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the Certificates to the
Clearing Agency Participants, for distribution by such Clearing Agency
Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trust Administrator shall cause to be kept at one of
the offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate
at any office or agency maintained for such purpose pursuant to Section 5.06
(and subject to the provisions of this Section 5.02) the Trust Administrator
shall execute, and shall date, authenticate (or cause the Authenticating Agent
to authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange
of Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall
be canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
B-4, Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer, and (ii) the Trustee shall require
the transferee (other than an affiliate of the Seller on the Closing Date) to
execute an investment letter in the form of Exhibit J hereto certifying to the
Seller and the Trust Administrator the facts surrounding such transfer, which
investment letter shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer. The Holder of a Class B-4, Class B-5
or Class B-6 Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trust Administrator, the Trustee, the Seller, the Master
Servicer and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Neither the Seller nor the Trust
Administrator is under an obligation to register the Class B-4, Class B-5 or
Class B-6 Certificates under said Act or any other securities law.
(c) No transfer of a Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the Trust Administrator shall have received (i)
a representation letter from the transferee in the form of Exhibit J hereto, to
the effect that either (a) such transferee is not an employee benefit plan or
other retirement arrangement subject to Title I of ERISA or Code Section 4975,
or a governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") and is not a person acting on behalf of or using the assets of any such
Plan, which representation letter shall not be an expense of the Trust
Administrator, the Trustee, the Seller or the Master Servicer or (b) if such
transferee is an insurance company, (A) the source of funds used to purchase the
Class B-4, Class B-5 or Class B-6 Certificate is an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B)
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for the contract(s) held by or on behalf of such Plan
and all other Plans maintained by the same employer (or affiliate thereof as
defined in Section V(a)(1) of PTE 95-60) or by the same employee organization
exceeds 10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class B-4, Class B-5 or
Class B-6 Certificate is covered by Sections I and III of PTE 95-60 or (ii) in
the case of any such Class B-4, Class B-5 or Class B-6 Certificate presented for
registration in the name of a Plan, or a trustee of any such Plan, (A) an
Opinion of Counsel satisfactory to the Trust Administrator and the Seller to the
effect that the purchase or holding of such Class B-4, Class B-5 or Class B-6
Certificate will not result in the assets of the Trust Estate being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA, the
Code or Similar Law and will not subject the Trust Administrator, the Trustee,
the Seller or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trust Administrator, the Trustee, the Seller or the Master Servicer and
(B) such other opinions of counsel, officer's certificates and agreements as the
Seller or the Master Servicer may require in connection with such transfer,
which opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trust Administrator, the Trustee, the Seller or the Master
Servicer. The Class B-4, Class B-5 and Class B-6 Certificates shall bear a
legend referring to the foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of
the Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person
that has delivered to both the transferor and the Trust Administrator an opinion
of a nationally recognized tax counsel to the effect that the transfer of the
Class A-R Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of the Class
A-R Certificate will not be disregarded for federal income tax purposes (any
such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trust Administrator shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class A-R Certificate in connection with any
such transfer to a disqualified organization or agent thereof (including a
broker, nominee or middleman), an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, and neither the Certificate Registrar nor the Trust
Administrator shall accept a surrender for transfer or registration of transfer,
or register the transfer of, the Class A-R Certificate, unless the transferor
shall have provided to the Trust Administrator an affidavit, substantially in
the form attached as Exhibit H hereto, signed by the transferee, to the effect
that the transferee is not such a disqualified organization, an agent (including
a broker, nominee, or middleman) for any entity as to which the transferee has
not received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class A-R
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R Certificate to any Person who does not provide an
affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not
executed in connection with the initial issuance of the Class A-R Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R Certificate shall bear a legend
referring to the foregoing restrictions contained in this paragraph and the
preceding paragraph.
Upon notice to the Master Servicer that any legal or
beneficial interest in any portion of the Class A-R Certificate has been
transferred, directly or indirectly, to a disqualified organization or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, (i) such transferee shall be deemed to hold the Class
A-R Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class A-R Certificate or
such agent (within 60 days of the request therefor by the transferor or agent)
such information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN
CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for
registration of transfer, the Seller, the Master Servicer, the Trustee, the
Trust Administrator, the Certificate Registrar and any agent of the Seller, the
Master Servicer, the Trustee, the Trust Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01, and for all other purposes whatsoever, and neither the
Seller, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar nor any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar shall be affected
by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS'
NAMES AND ADDRESSES.
(a) If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to be furnished to
the Trust Administrator, within 15 days after receipt by the Certificate
Registrar of a request by the Trust Administrator in writing, a list, in such
form as the Trust Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent Record
Date.
(b) If five or more Certificateholders (hereinafter referred
to as "applicants") apply in writing to the Trust Administrator, 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 Trust Administrator shall, within five
Business Days following the receipt of such application, afford such applicants
access during normal business hours to the most recent list of
Certificateholders held by the Trust Administrator. If such a list is as of the
date more than 90 days prior to the date of receipt of such applicants' request
and the Trust Administrator is not the Certificate Registrar, the Trust
Administrator shall promptly request from the Certificate Registrar a current
list as provided in paragraph (a) hereof, and shall afford such applicants
access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a
Certificate, agrees with the Seller, the Master Servicer, the Certificate
Registrar, the Trust Administrator and the Trustee that neither the Seller, the
Master Servicer, the Certificate Registrar, the Trust Administrator nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an
office or agency where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Certificate
Registrar in respect of the Certificates and this Agreement may be served. The
Trust Administrator initially designates the Corporate Trust Office and the
principal corporate trust office of the Authenticating Agent, if any, as its
offices and agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator
in writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of dismissal or
resignation of the Master Servicer, Beneficial Owners representing aggregate
Voting Interests of not less than 51% of the aggregate Voting Interests of each
outstanding Class of Book-Entry Certificates advise the Trust Administrator
through the Clearing Agency and Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Beneficial Owners the Trust Administrator shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trust Administrator by the
Clearing Agency of the Certificates held of record by its nominee, accompanied
by reregistration instructions and directions to execute and authenticate new
Certificates from the Master Servicer, the Trust Administrator shall execute and
authenticate Definitive Certificates for delivery at its Corporate Trust Office.
The Master Servicer shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of
Book-Entry Certificates is required under this Agreement, unless and until
Definitive Certificates shall have been issued to Beneficial Owners pursuant to
Section 5.07, the Trust Administrator shall give all such notices and
communications specified herein to be given to Holders of Book-Entry
Certificates to the Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE
MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Seller or Master Servicer shall be a party, or any
Person succeeding to the business of the Seller or Master Servicer, shall be the
successor of the Seller or Master Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that, in the
case of the Master Servicer, any such successor or resulting Person shall be
qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER
SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any
subcontractor nor any of the partners, directors, officers, employees or agents
of any of them shall be under any liability to the Trust Estate or the
Certificateholders and all such Persons shall be held harmless for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect any such Person against any breach of warranties or
representations made herein or against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Seller, the Master Servicer, any subcontractor, and any
partner, director, officer, employee or agent of any of them shall be entitled
to indemnification by the Trust Estate and will be held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, including without limitation, any legal
action against the Trustee or Trust Administrator in their respective capacities
hereunder, other than any loss, liability or expense (including without
limitation, expenses payable by the Master Servicer under Section 8.06) incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of his or its duties hereunder or by reason of reckless disregard of
his or its obligations and duties hereunder. The Seller, the Master Servicer and
any of the directors, officers, employees or agents of either may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. Neither the
Seller nor the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and which in its opinion does not involve
it in any expense or liability; provided, however, that the Seller or the Master
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder if
the Certificateholders offer to the Seller or the Master Servicer, as the case
may be, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate, and the Seller or the
Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account, and such amounts shall, on the following Distribution Date
or Distribution Dates, be allocated in reduction of distributions on the Class A
Certificates and Class B Certificates in the same manner as Realized Losses are
allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except upon determination that its duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee
equal to the Master Servicing Fee, as compensation for services rendered by the
Master Servicer under this Agreement. The Master Servicer also will be entitled
to any late reporting fees paid by a Servicer pursuant to its Servicing
Agreement, any investment income on funds on deposit in the Certificate Account
and any Liquidation Profits to which a Servicer is not entitled under its
Servicing Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER
SERVICER.
The Master Servicer shall not assign or transfer any of its
rights, benefits or privileges under this Agreement to any other Person, or
delegate to or subcontract with, or authorize or appoint any other Person to
perform any of the duties, covenants or obligations to be performed by the
Master Servicer without the prior written consent of the Trustee and the Trust
Administrator, and any agreement, instrument or act purporting to effect any
such assignment, transfer, delegation or appointment shall be void.
Notwithstanding the foregoing, the Master Servicer shall have the right without
the prior written consent of the Trustee or the Trust Administrator (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac,
is satisfactory to the Trustee and the Trust Administrator, in the exercise of
its reasonable judgment, and executes and delivers to the Trustee and the Trust
Administrator an agreement, in form and substance reasonably satisfactory to the
Trustee and the Trust Administrator, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee, the Trust Administrator or the Seller
under this Agreement, incurred by it prior to the time that the conditions
contained in clause (i) above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE, THE TRUST
ADMINISTRATOR AND SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the
Trustee, the Trust Administrator and the Seller and any director, officer or
agent thereof against any loss, liability or expense, including reasonable
attorney's fees, arising out of, in connection with or incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties of the
Master Servicer under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement. Any payment pursuant to this
Section made by the Master Servicer to the Trustee, the Trust Administrator or
the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the
Master Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds
to the Paying Agent as required by Section 4.03 or (b) to distribute or
cause to be distributed to Certificateholders any payment required to
be made by the Master Servicer under the terms of this Agreement which,
in either case, continues unremedied for a period of three business
days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or to the Master Servicer and the Trustee by
the holders of Certificates evidencing in the aggregate not less than
25% of the aggregate Voting Interest represented by all Certificates;
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer in the Certificates or
in this Agreement which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee, or to the Master Servicer and the Trustee by the holders
of Certificates evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged and unstayed
for a period of 60 days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee
in any bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities, voluntary liquidation or similar proceedings of
or relating to the Master Servicer, or of or relating to all or
substantially all of its property;
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose
of all or substantially all of its assets; or consolidate with or merge
into another entity or shall permit another entity to consolidate or
merge into it, such that the resulting entity does not meet the
criteria for a successor servicer, as specified in Section 6.02 hereof;
or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both Xxxxxx Xxx and Xxxxxxx Mac,
which ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator, on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator, on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator,
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as
such Event of Default shall not have been remedied, the Trustee, in addition to
the rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND
DUTIES OF TRUSTEE DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE
MASTER SERVICER AND UPON EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall
have knowledge of any failure of the Master Servicer specified in Section
7.01(i) or (ii) which would become an Event of Default upon the Master
Servicer's failure to remedy the same after notice, the Trustee or the Trust
Administrator may, but need not if the Trustee or the Trust Administrator, as
the case may be, deems it not in the Certificateholders' best interest, give
notice thereof to the Master Servicer. For all purposes of this Agreement, in
the absence of actual knowledge by a corporate trust officer of the Trustee or
the Trust Administrator, the Trustee or the Trust Administrator, as the case may
be, shall not be deemed to have knowledge of any failure of the Master Servicer
as specified in Section 7.01(i) and (ii) or any Event of Default unless notified
thereof in writing by the Master Servicer or by a Certificateholder.
SECTION 7.05 TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF
SUCCESSOR.
When the Master Servicer receives notice of termination
pursuant to Section 7.01 or the Trustee or the Trust Administrator receives the
resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant
to Section 6.04, the Trust Administrator, on behalf of the Trustee shall be the
successor in all respects to the Master Servicer in its capacity as master
servicer under this Agreement and the transactions set forth or provided for
herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trust Administrator is succeeding to the
Master Servicer as the Master Servicer, as compensation therefor, the Trust
Administrator shall be entitled to receive monthly such portion of the Master
Servicing Fee, together with such other servicing compensation as is agreed to
at such time by the Trust Administrator and the Master Servicer, but in no event
more than 25% thereof until the date of final cessation of the Master Servicer's
servicing activities hereunder. Notwithstanding the above, the Trust
Administrator may, if it shall be unwilling to so act, or shall, if it is unable
to so act or to obtain a qualifying bid as described below, appoint, or petition
a court of competent jurisdiction to appoint, any housing and home finance
institution, bank or mortgage servicing institution having a net worth of not
less than $10,000,000 and meeting such other standards for a successor servicer
as are set forth herein, as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder; provided, however, that until such a successor
master servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of
a successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 8.01 DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the
occurrence of an Event of Default and after the curing of all Events of Default
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve
the Trustee and the Trust Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct;
provided, however, that:
(i) Prior to the occurrence of an Event of Default and after
the curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee and the Trust Administrator shall
be determined solely by the express provisions of this Agreement, the
Trustee and the Trust Administrator shall not be liable except for the
performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and the Trust
Administrator and, in the absence of bad faith on the part of the
Trustee and the Trust Administrator, the Trustee and the Trust
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 Trust
Administrator, and conforming to the requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be
personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of
holders of Certificates which evidence in the aggregate not less than
25% of the Voting Interest represented by all Certificates relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee and the Trust Administrator, or exercising any
trust or power conferred upon the Trustee and the Trust Administrator
under this Agreement; and
(iii) The Trustee and the Trust Administrator shall not be
liable for any error of judgment made in good faith by any of their
respective Responsible Officers, unless it shall be proved that the
Trustee or the Trust Administrator or such Responsible Officer, as the
case may be, was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall
require the Trustee or the Trust Administrator to expend or risk its own funds
or otherwise incur personal financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE
TRUST ADMINISTRATOR.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may
request and rely and shall be protected in acting or refraining from
acting upon any resolution, Officers' Certificate, certificate of
auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or
presented by the proper party or parties and the manner of obtaining
consents and evidencing the authorization of the execution thereof
shall be subject to such reasonable regulations as the Trustee or Trust
Administrator, as applicable may prescribe;
(ii) Each of the Trustee and the Trust Administrator may
consult with counsel, and any written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion
of Counsel;
(iii) Neither of the Trustee nor the Trust 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;
(iv) Subject to Section 7.04, the Trust Administrator shall
not be accountable, shall have no liability and makes no representation
as to any acts or omissions hereunder of the Master Servicer until such
time as the Trust Administrator may be required to act as Master
Servicer pursuant to Section 7.05 and thereupon only for the acts or
omissions of the Trust Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may
execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys.
SECTION 8.03 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR REQUIRED
TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, neither the
Trustee nor the Trust Administrator shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
Mortgage, Mortgage Note or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by holders of
Certificates evidencing in the aggregate not less than 51% of the Voting
Interest represented by all Certificates; provided, however, that if the payment
within a reasonable time to the Trustee or the Trust 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 Trustee or the Trust Administrator, not
reasonably assured to the Trustee or the Trust Administrator by the security
afforded to it by the terms of this Agreement, the Trustee or the Trust
Administrator may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such
investigation shall be paid by the Master Servicer or, if paid by the Trustee or
the Trust Administrator, shall be repaid by the Master Servicer upon demand.
SECTION 8.04 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE
FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other
than the certificate of authentication on the Certificates) shall be taken as
the statements of the Seller, and neither the Trustee nor the Trust
Administrator assumes responsibility as to the correctness of the same. Neither
the Trustee nor the Trust Administrator makes any representation for the
correctness of the same. Neither the Trustee nor the Trust Administrator makes
any representation as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document. Subject to Section
2.04, neither the Trustee nor the Trust Administrator shall be accountable for
the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05 TRUSTEE AND THE TRUST ADMINISTRATOR MAY OWN
CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent
thereof, in its individual or any other capacity, may become the owner or
pledgee of Certificates with the same rights it would have if it were not
Trustee, Trust Administrator or such agent and may transact banking and/or trust
business with the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to each of the
Trustee and the Trust Administrator from time to time, and each of the Trustee
and the Trust Administrator shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee or the
Trust Administrator, as the case may be and the Master Servicer will pay or
reimburse the Trustee or the Trust Administrator, as the case may be upon its
request for all reasonable expenses, disbursements and advances incurred or made
by it in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder
shall at all times (i) be a corporation or association having its principal
office in a state and city acceptable to the Seller, organized and doing
business under the laws of such state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, or shall be a member of a bank
holding system, the aggregate combined capital and surplus of which is at least
$50,000,000, provided that its separate capital and surplus shall at all times
be at least the amount specified in Section 310(a)(2) of the Trust Indenture Act
of 1939, (ii) be subject to supervision or examination by federal or state
authority and (iii) have a credit rating or be otherwise acceptable to the
Rating Agencies such that neither of the Rating Agencies would reduce their
respective then current ratings of the Certificates (or have provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee or the Trust Administrator shall cease to be eligible in accordance with
the provisions of this Section, such entity shall resign immediately in the
manner and with the effect specified in
SECTION 8.08 RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any
time resign and be discharged from the trust hereby created by giving written
notice of resignation to the Master Servicer, such resignation to be effective
upon the appointment of a successor trustee or trust administrator. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee or trust administrator by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning entity and one
copy to its successor. If no successor trustee or trust administrator shall have
been appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee or Trust Administrator, as the
case may be, may petition any court of competent jurisdiction for the
appointment of a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of Section 8.07 and shall
fail to resign after written request for its resignation by the Master Servicer,
or if at any time the Trustee or the Trust Administrator shall become incapable
of acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or the Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not
less than 51% of the Voting Interests represented by all Certificates (except
that any Certificate registered in the name of the Seller, the Master Servicer
or any affiliate thereof will not be taken into account in determining whether
the requisite Voting Interests has been obtained) may at any time remove the
Trustee and/or the Trust Administrator and appoint a successor by written
instrument or instruments, in triplicate, signed by such holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Master Servicer, one complete set of which shall be
delivered to the entity or entities so removed and one complete set of which
shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor pursuant to any of the provisions
of this Section shall become effective upon acceptance of appointment by the
successor as provided in Section 8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee or successor trust administrator
appointed as provided in Section 8.08 shall execute, acknowledge and deliver to
the Master Servicer and to its predecessor trustee or trust administrator, as
the case may be an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee or trust
administrator shall become effective, and such successor, without any further
act, deed or reconveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee or trust administrator, as the case may be
herein. The predecessor trustee or trust administrator shall deliver to its
successor all Owner Mortgage Loan Files and related documents and statements
held by it hereunder (other than any Owner Mortgage Loan Files at the time held
by a Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in
this Section, the Master Servicer shall mail notice of the succession of such
trustee or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
successor trust administrator, as the case may be, the successor trustee or
trust administrator shall cause such notice to be mailed at the expense of the
Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust
Administrator may be merged or converted or with which it may be consolidated,
to which it may sell or transfer its corporate trust business and assets as a
whole or substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject the REMIC to federal, state or
local tax or cause the REMIC to fail to qualify as a REMIC, which Opinion of
Counsel shall be at the sole expense of the Trustee or the Trust Administrator,
as the case may be.
SECTION 8.11 AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent,
which shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of the Authenticating Agent, shall be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trust Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the Trust
Administrator the Seller and the Master Servicer. The Trust Administrator may at
any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or
liability for any action taken by it as such at the direction of the Trust
Administrator. Any reasonable compensation paid to the Authenticating Agent
shall be a reimbursable expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint
one or more persons or corporations to act either as co-trustees jointly with
the Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:
(i) all powers, duties, obligations and rights conferred upon
the Trustee, in respect of the receipt, custody and payment of moneys
shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder) the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other
separate trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this
Agreement.
Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee, or custodian shall refer to this
Agreement and the conditions of this Article. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee, or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be furnished
to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any
time, constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of
the co-trustees to the extent, and in accordance with the standards, specified
in Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the
Closing Date, with the consent of the Master Servicer and the Seller, appoint
one or more Custodians to hold all or a portion of the Owner Mortgage Loan Files
as agent for the Trust Administrator, by entering into a Custodial Agreement.
Subject to this Article VIII, the Trust Administrator agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Owner Mortgage Loan File. Each Custodial Agreement may be amended
only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee, the Trust Administrator and the
Master Servicer covenants and agrees that it shall perform its duties hereunder
in a manner consistent with the REMIC Provisions and shall not knowingly take
any action or fail to take any action that would (i) affect the determination of
the Trust Estate's status as a REMIC; or (ii) cause the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on either the REMIC or the Trust Estate. The Master Servicer, or, in the
case of any tax return or other action required by law to be performed directly
by the Trust Administrator, the Trust Administrator, shall (i) prepare or cause
to be prepared, timely cause to be signed by the Trustee and file or cause to be
filed annual federal and applicable state and local income tax returns using a
calendar year as the taxable year for the REMIC and the accrual method of
accounting; (ii) in the first such federal tax return, make, or cause to be
made, elections satisfying the requirements of the REMIC Provisions, on behalf
of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trust Administrator and calculated on a monthly basis by
using the issue prices of the Certificates; (iv) make available information
necessary for the application of any tax imposed on transferors of residual
interests to "disqualified organizations" (as defined in the REMIC Provisions);
(v) file Form 8811 and apply for an Employee Identification Number with a Form
SS-4 or any other permissible method and respond to inquiries by
Certificateholders or their nominees concerning information returns, reports or
tax returns; (vi) maintain (or cause to be maintained by the Servicers) such
records relating to the REMIC, including but not limited to the income,
expenses, individual Mortgage Loans (including REO Mortgage Loans), other assets
and liabilities of the REMIC, and the fair market value and adjusted basis of
the property of the REMIC determined at such intervals as may be required by the
Code, as may be necessary to prepare the foregoing returns or information
reports; (vii) exercise reasonable care not to allow the creation of any
"interests" in the REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Class X-0, X-XX, X-X, X-0, X-0, X-0, X-0,
B-5 and B-6 Certificates; (viii) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trust Administrator that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Trust Estate or the REMIC to tax or (c)
cause the Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable
care not to allow the REMIC to receive income from the performance of services
or from assets not permitted under the REMIC Provisions to be held by a REMIC;
(x) pay (on behalf of the REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the REMIC when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the REMIC within the meaning of Treasury Regulations Section
1.860F-4(d), and the Master Servicer is hereby designated as agent of the Class
A-R Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class A-R Certificate shall be the tax matters
person in accordance with the REMIC Provisions). The Master Servicer shall be
entitled to be reimbursed pursuant to Section 3.02 for any taxes paid by it
pursuant to clause (x) of the preceding sentence, except to the extent that such
taxes are imposed as a result of the bad faith, willful misfeasance or gross
negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee's sole duties with respect to the REMIC are to sign the
tax returns referred to in clause (i) of the second preceding sentence and to
comply with written directions from the Master Servicer or the Trust
Administrator.
In order to enable the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, to perform its duties as set
forth above, the Seller shall provide, or cause to be provided, to the Master
Servicer within ten days after the Closing Date all information or data that the
Master Servicer determines to be relevant for tax purposes to the valuations and
offering prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flows of each Class of
Certificates and the Mortgage Loans in the aggregate. Thereafter, the Seller
shall provide to the Master Servicer, the Trust Administrator or the Trustee, as
the case may be, promptly upon request therefor, any such additional information
or data that the Master Servicer, the Trust Administrator or the Trustee, as the
case may be, may from time to time, request in order to enable the Master
Servicer to perform its duties as set forth above. The Seller hereby indemnifies
the Master Servicer, the Trust Administrator or the Trustee, as the case may be,
for any losses, liabilities, damages, claims or expenses of the Master Servicer,
the Trust Administrator or the Trustee arising from any errors or
miscalculations by the Master Servicer, the Trust Administrator or the Trustee
pursuant to this Section that result from any failure of the Seller to provide,
or to cause to be provided, accurate information or data to the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, on a timely basis.
The Master Servicer hereby indemnifies the Seller, the Trust Administrator and
the Trustee for any losses, liabilities, damages, claims or expenses of the
Seller, the Trust Administrator or the Trustee arising from the Master
Servicer's willful misfeasance, bad faith or gross negligence in preparing any
of the federal, state and local tax returns of the REMIC as described above. In
the event that the Trust Administrator prepares any of the federal, state and
local tax returns of the REMIC as described above, the Trust Administrator
hereby indemnifies the Seller, the Master Servicer and the Trustee for any
losses, liabilities, damages, claims or expenses of the Seller, the Master
Servicer or the Trustee arising from the Trust Administrator's willful
misfeasance, bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the
contrary, each of the Master Servicer, the Trust Administrator and the Trustee
shall pay from its own funds, without any right of reimbursement therefor, the
amount of any costs, liabilities and expenses incurred by the Trust Estate
(including, without limitation, any and all federal, state or local taxes,
including taxes imposed on "prohibited transactions" within the meaning of the
REMIC Provisions) if and to the extent that such costs, liabilities and expenses
arise from a failure of the Master Servicer, the Trust Administrator or the
Trustee, respectively, to perform its obligations under this Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that WFHM fails to make a Periodic Advance
required to be made pursuant to the WFHM Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by WFHM, the
Trust Administrator shall be entitled, pursuant to Section 3.02(a)(i), (ii) or
(v) hereof, to be reimbursed from the Certificate Account for Periodic Advances
and Nonrecoverable Advances made by it.
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE
SELLER OR LIQUIDATION OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
The right of the Seller to purchase all the assets of the
Trust Estate pursuant to clause (i) of the preceding paragraph are subject to
Section 9.02 and conditioned upon the Pool Scheduled Principal Balance of the
Mortgage Loans as of the Final Distribution Date being less than the amount set
forth in Section 11.22. In the case of any purchase by the Seller pursuant to
said clause (i), the Seller shall provide to the Trust Administrator the
certification required by Section 3.04 and the Trust Administrator and the
Custodian shall, promptly following payment of the purchase price, release to
the Seller the Owner Mortgage Loan 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 Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Trust Administrator by letter to Certificateholders mailed
not earlier than the 15th day of the month preceding the month of such final
distribution and not later than the twentieth day of the month of such final
distribution specifying (A) the Final Distribution Date upon which final payment
of the Certificates will be made upon presentation and surrender of Certificates
at the office or agency of the Trust Administrator therein designated, (B) the
amount of any such final payment and (C) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
(except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trust Administrator therein
specified. If the Seller is exercising its right to purchase, the Seller shall
deposit in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class A-R Certificate, the amounts, if any, which remain on
deposit in the Certificate Account (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trust Administrator of any Periodic
Advances, is insufficient to pay in full the amounts set forth in clauses (i),
(ii) and (iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Section 4.02(a) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not
surrender their Certificates for final payment and cancellation within three
months following the Final Distribution Date, the Trust Administrator shall on
such date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders. The Trust
Administrator shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within three months after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Trust Administrator may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the
exercise by the Seller of its purchase option as provided in Section 9.01, the
Trust Estate shall be terminated in accordance with the following additional
requirements, unless the Trust Administrator has received an Opinion of Counsel
to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of
complete liquidation of the REMIC as of the date of such notice (or, if
earlier, the date on which the first such notice is mailed to
Certificateholders). The Master Servicer shall also specify such date
in a statement attached to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the Final Distribution Date,
the Trust Administrator shall sell all of the assets of the Trust
Estate to the Seller for cash at the purchase price specified in
Section 9.01 and shall distribute such cash within 90 days of such
adoption in the manner specified in Section 9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended
from time to time by the Seller, the Master Servicer, the Trust Administrator
and the Trustee without the consent of any of the Certificateholders, (i) to
cure any ambiguity or mistake, (ii) to correct or supplement any provisions
herein or therein which may be inconsistent with any other provisions herein or
therein or in the related Prospectus, (iii) to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as a REMIC at all times that any Certificates
are outstanding or to avoid or minimize the risk of the imposition of any
federal tax on the Trust Estate or the REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that such action
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Certificate Account provided that such change shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder, (v) to modify, eliminate or add to the
provisions of Section 5.02 or any other provisions hereof restricting transfer
of the Certificates, provided that the Master Servicer for purposes of Section
5.02 has determined in its sole discretion that any such modifications to this
Agreement will neither adversely affect the rating on the Certificates nor give
rise to a risk that either the Trust Estate or the REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder. Notwithstanding the foregoing, any amendment pursuant to
clause (iv) or (vi) shall not be deemed to adversely affect in any material
respect the interest of Certificateholders and no Opinion of Counsel to that
effect shall be required if the person requesting the amendment instead obtains
a letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
This Agreement or any Custodial Agreement may also be amended
from time to time by the Seller, the Master Servicer, the Trust Administrator
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66-2/3% of the aggregate Voting Interests of each
Class of Certificates affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or such Custodial Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of such Class evidencing,
as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii)
reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the Trust Administrator shall consent to any amendment
to this Agreement unless it shall have first received an Opinion of Counsel to
the effect that such amendment will not subject the REMIC to tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the
consent of Certificateholders, the Trust Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of
Certificateholders under this Section 10.01(a) to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement,
the Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trustee or the Trust Administrator;
provided, however, (i) that such amendment does not conflict with any provisions
of the related Servicing Agreement, (ii) that the related Servicing Agreement
provides for the remittance of each type of Unscheduled Principal Receipts
received by such Servicer during the Applicable Unscheduled Principal Receipt
Period (as so amended) related to each Distribution Date to the Master Servicer
no later than the 24th day of the month in which such Distribution Date occurs
and (iii) that such amendment is for the purpose of
(a) changing the Applicable Unscheduled Principal Receipt Period for
Type 2 Mortgage Loans to a Mid-Month Receipt Period with respect to all
Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period for
all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period with
respect to Full Unscheduled Principal Receipts and to a Prior Month Receipt
Period with respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trust Administrator.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trust
Administrator, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust Estate, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association, nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, 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 Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws
of the State of New York (without regard to conflicts of laws principles), and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Xxxxx Fargo Asset Securities Corporation, 0000 Xxx
Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer, the
Trust Administrator and the Trustee in writing by the Seller, (ii) in the case
of the Master Servicer, to Xxxxx Fargo Bank Minnesota, National Association,
0000 Xxx Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Vice President or
such other address as may hereafter be furnished to the Seller and the Trustee
in writing by the Master Servicer, (iii) in the case of the Trustee, to the
Corporate Trust Office and, (iv) in the case of the Trust Administrator, to the
Corporate Trust Office, or such other address as may hereafter be furnished to
the Seller and the Master Servicer in writing by the Trustee or the Trust
Administrator, in each case Attention: Corporate Trust Department. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, provided, however,
that any demand, notice or communication to or upon the Seller, the Master
Servicer, the Trust Administrator or the Trustee shall not be effective until
received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Trust Administrator, the
Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trust Administrator shall give prompt notice to each
Rating Agency of the occurrence of any of the following events of which it has
notice:
(i) any amendment to this Agreement pursuant to Section
10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant
to Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to
Section 6.04;
(v) the occurrence of any of the Events of Default described
in Section 7.01;
(vi) any notice of termination given to the Master Servicer
pursuant to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each
Rating Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust
administrator pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master
Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency
rating the Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee
of all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.750% per annum.
SECTION 11.02 CUT-OFF DATE.
The Cut-Off Date for the Certificates is March 1, 2001.
SECTION 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is
$200,380,959.22.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 97.74852930%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES.
As to the following Classes of Class A Certificates, the
Principal Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class A-1 $195,746,000.00
Class A-PO $126,181.57
Class A-R $100.00
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is
$195,746,100.00.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 2.25147070%.
SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $4,508,677.65.
SECTION 11.09 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS B CERTIFICATES.
As to the following Classes of Class B Certificate, the
Principal Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $ 2,204,000.00
Class B-2 $ 701,000.00
Class B-3 $ 701,000.00
Class B-4 $ 401,000.00
Class B-5 $ 201,000.00
Class B-6 $ 300,677.65
SECTION 11.10 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.15087274%.
SECTION 11.11 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.80081867%.
SECTION 11.12 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.45076460%.
SECTION 11.13 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.25051969%.
SECTION 11.14 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.15014755%.
SECTION 11.15 ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.10059796%.
SECTION 11.16 ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 0.35005407%.
SECTION 11.17 ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.35005407%.
SECTION 11.18 ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.20024491%.
SECTION 11.19 ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.10037214%.
SECTION 11.20 ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15014756%.
SECTION 11.21 CLOSING DATE.
The Closing Date is March 30, 2001.
SECTION 11.22 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $20,038,095.92 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A-1, Class B-1, Class B-2 and Class
B-3 Certificates, the minimum Denomination eligible for wire transfer on each
Distribution Date is $500,000. The Class A-R, Class A-PO, Class B-4, Class B-5
and Class B-6 Certificates are not eligible for wire transfer.
SECTION 11.24 SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A-1 Certificates
and each Class of Class B Certificates (other than the Class B-4, Class B-5 and
Class B-6 Certificates) represents a $100,000 Denomination. A Single Certificate
for the Class B-4 Certificates represents a $401,000 Denomination. A Single
Certificate for the Class B-5 Certificates represents a $201,000 Denomination. A
Single Certificate for the Class B-6 Certificates represents a $300,677.65
Denomination. A Single Certificate for the Class A-PO Certificates represents a
$126,181.57 Denomination. A Single Certificate for the Class A-R Certificate
represents a $100 Denomination.
SECTION 11.25 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such
rate as is set forth on the Mortgage Loan Schedule with respect to a Mortgage
Loan.
SECTION 11.26 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
XXXXX FARGO ASSET SECURITIES CORPORATION
as Seller
By:
--------------------------------------------
Name: Xxxx X. XxXxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By:
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
--------------------------------------------
Name:
Title:
Attest:
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:
--------------------------------------------
Name
Title:
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 30th day of March, 2001, before me, a notary public in
and for the State of Maryland, personally appeared Xxxx X. XxXxxxxx, known to me
who, being by me duly sworn, did depose and say that he resides in McLean,
Virginia; that he is Vice President of Xxxxx Fargo Asset Securities Corporation,
a Delaware corporation, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
_____________________
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 30th day of March, 2001, before me, a notary public in
and for the State of Maryland, personally appeared Xxxxx X. Xxxxxxx, known to me
who, being by me duly sworn, did depose and say that she resides in Frederick,
Maryland; that she is a Vice President of Xxxxx Fargo Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said association.
_____________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this 30th day of March, 2001, before me, a notary public in
and for _________________, personally appeared ___________________, known to me
who, being by me duly sworn, did depose and say that s/he resides in
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, 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 said corporation.
_____________________
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of March, 2001, 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 resides in
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, 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 said corporation.
_____________________
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of March, 2001, 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 he resides in
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
_____________________
Notary Public
[NOTARIAL SEAL]
SCHEDULE I
Xxxxx Fargo Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2001-8
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
WFHM (Type 1) Mid-Month Mid-Month
WFHM (Type 2) Prior Month Prior Month
Bank of America, N.A. Mid-Month Prior Month
National City Mortgage Co. Mid-Month Prior Month
First Union Mortgage Corporation Mid-Month Prior Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
Chase Manhattan Mortgage Corporation Mid-Month Prior Month
Chevy Chase Bank, F.S.B. Mid-Month Prior Month
Hibernia National Bank Mid-Month Prior Month
Cendant Mortgage Corporation Prior Month Prior Month
The Huntington Mortgage Company Mid-Month Prior Month
Old Kent Mortgage Company Mid-Month Prior Month
Fleet Mortgage Corporation Mid-Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
Xxxxxx Savings and Loan Association, F.A. Mid-Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Navy Federal Credit Union Mid-Month Prior Month
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-8, CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 2001
CUSIP No.: 94976V AA 2 First Distribution Date: April 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: April 25, 2016
THIS CERTIFIES THAT_____________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations ("the Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: ____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________
Authorized Officer
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-8, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include
loans secured by shares issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 2001
CUSIP No.: 94976V AB 0 First Distribution Date: April 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: April 25, 2016
THIS CERTIFIES THAT ________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates are not entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: _____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________
Authorized Officer
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
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(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-8, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 2001
CUSIP No.: 94976V AC 8 First Distribution Date: April 25, 2001
Denomination: $___________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: April 25, 2016
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of March 30, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
Holders of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: _____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: _______________________________
Authorized Officer
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-8, CLASS B-1
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-to
four-family residential mortgage loans, which may include loans secured
by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 2001
CUSIP No.: 94976V AD 6 First Distribution Date: April 25, 2001
Denomination: $_________________
Percentage Interest evidenced
by this Certificate: ________% Final Scheduled Maturity Date: April 25, 2016
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: _____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ___________________________
Authorized Officer
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CLASS A CERTIFICATES AND
THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-8, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four- family residential mortgage loans, which may include loans secured
by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 2001
CUSIP No.: 94976V AE 4 First Distribution Date: April 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: April 25, 2016
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificate and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: _____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ______________________________
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-8, CLASS B-3
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include loans secured
by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 2001
CUSIP No.: 94976V AF 1 First Distribution Date: April 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: April 25, 2016
THIS CERTIFIES THAT ________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: _____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: _____________________________
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-8, CLASS B-4
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include loans secured
by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 2001
CUSIP No.: 94976V AG 9 First Distribution Date: April 25, 2001
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: April 25, 2016
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: _____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ________________________________
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-8, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include loans secured
by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 2001
CUSIP No.: 94976V AH 7 First Distribution Date: April 25, 2001
Denomination: $_____________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: April 25, 2016
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: _____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: ________________________________
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-8, CLASS B-6
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four- family residential mortgage loans, which may include loans secured
by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 2001
CUSIP No.: 94976V AJ 3 First Distribution Date: April 25, 2001
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: April 25, 2016
THIS CERTIFIES THAT ______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-6 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001
(the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and the United States
Trust Company of New York, as trustee (the Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust 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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By: _____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By: _________________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2001-8 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-8
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Seller, the Master Servicer, the Trust Administrator and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Seller, the Master Servicer, the Trust Administrator and the Trustee with
the consent of the Holders of Certificates evidencing in the aggregate not less
than 66 2/3% of the Voting Interests of each Class of Certificates affected
thereby. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trust Administrator or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial 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 Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Social Security or other Identifying Number of Assignee:
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, if the assignee is eligible to
receive distributions in immediately available funds, by wire transfer or
otherwise, in immediately available funds to_________________________________
for the account of _______________________________________________ account
number_____________, or, if mailed by check, to ________________________________
_______________________________________________________. Applicable statements
should be mailed to ____________________________________________________________
This information is provided by ______________________, the
assignee named above, or ___________________________________, as its agent.
EXHIBIT D
RESERVED
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trust Administrator (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trust Administrator"), XXXXX FARGO ASSET SECURITIES CORPORATION (together with
any successor in interest, the "Seller"), XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer, and the Trust
Administrator and the United States Trust Company of New York, as trustee, have
entered into a Pooling and Servicing Agreement dated as of March 30, 2001
relating to the issuance of Mortgage Pass-Through Certificates, Series 2001-8
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trust Administrator, the
Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1 Custodian to Act as Agent; Acceptance of
Custodial Files. The Custodian, as the duly appointed agent of the Trust
Administrator for these purposes, acknowledges receipt of the Mortgage Notes,
the Mortgages, the assignments and other documents relating to the Mortgage
Loans identified on the schedule attached hereto and declares that it holds and
will hold such Mortgage Notes, Mortgages, assignments and other documents and
any similar documents received by the Trust Administrator subsequent to the date
hereof (the "Custodial Files") as agent for the Trust Administrator, in trust,
for the use and benefit of all present and future Certificateholders.
Section 2.2 Recordation of Assignments. If any Custodial
File includes one or more assignments to the Trust Administrator of Mortgage
Notes and related Mortgages that have not been recorded, each such assignment
shall be delivered by the Custodian to the Seller for the purpose of recording
it in the appropriate public office for real property records, and the Seller,
at no expense to the Custodian, shall promptly cause to be recorded in the
appropriate public office for real property records each such assignment and,
upon receipt thereof from such public office, shall return each such assignment
to the Custodian.
Section 2.3 Review of Custodial Files. The Custodian
agrees, for the benefit of Certificateholders, to review, in accordance with the
provisions of Section 2.01 of the Pooling and Servicing Agreement, each
Custodial File. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Custodial
File to be missing or defective in any material respect, the Custodian shall
promptly so notify the Seller, the Master Servicer and the Trust Administrator.
Section 2.4 Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator. Section
Section 2.5 Custodian to Cooperate; Release of Custodial
Files. Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Certificate Account
pursuant to Section 3.02 of the Pooling and Servicing Agreement have been or
will be so deposited) of a Servicing Officer and shall request delivery to it of
the Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian a certificate of a Servicing Officer requesting that possession of
all, or any document constituting part of, the Custodial File be released to the
Master Servicer and certifying as to the reason for such release and that such
release will not invalidate any insurance coverage provided in respect of the
Mortgage Loan. With such certificate, the Master Servicer shall deliver to the
Custodian a receipt signed by a Servicing Officer on behalf of the Master
Servicer, and upon receipt of the foregoing, the Custodian shall deliver the
Custodial File or such document to the Master Servicer. The Master Servicer
shall cause each Custodial File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account to the extent required by the Pooling and Servicing
Agreement or (ii) the Custodial File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Custodial File or such document were delivered and the purpose or purposes of
such delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver such receipt with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Certificate Account to the
extent required by the Pooling and Servicing Agreement.
Section 2.6 Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling and Servicing Agreement, the Master Servicer
shall notify the Custodian that such assumption or substitution agreement has
been completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 Custodian a Bailee and Agent of the Trust
Administrator. With respect to each Mortgage Note, Mortgage and other documents
constituting each Custodian File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trust Administrator, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Custodial File shall be delivered by the Custodian to the Seller or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2 Indemnification. The Seller hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reasons of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3 Custodian May Own Certificates. The Custodian
in its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4 Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5 Custodian May Resign; Trust Administrator May
Remove Custodian. The Custodian may resign from the obligations and duties
hereby imposed upon it as such obligations and duties relate to its acting as
Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the
Trust Administrator shall either take custody of the Custodial Files itself and
give prompt notice thereof to the Seller, the Master Servicer and the Custodian
or promptly appoint a successor Custodian by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Custodian and
one copy to the successor Custodian. If the Trust Administrator shall not have
taken custody of the Custodial Files and no successor Custodian shall have been
so appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In
such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6 Merger or Consolidation of Custodian. Any
Person into which the Custodian may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7 Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1 Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2 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 Seller, the Master
Servicer nor the Trust Administrator shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trust
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 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Master Servicer and at its
expense on direction by the Trust Administrator, but only upon direction
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5 Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx By: ____________________________________
Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 Name:_______________________________
Title:______________________________
Address: XXXXX FARGO ASSET SECURITIES CORPORATION
7485 New Horizon Way By: ____________________________________
Xxxxxxxxx, Xxxxxxxx 00000 Name:_______________________________
Title:______________________________
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
0000 Xxx Xxxxxxx Xxx By: ____________________________________
Xxxxxxxxx, Xxxxxxxx 00000 Name:_______________________________
Title:______________________________
Address: [CUSTODIAN]
By: ____________________________________
Name:_______________________________
Title:______________________________
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public
in and for the State of ____________, personally appeared _______________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public
in and for the State of ____________, personally appeared _______________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Bank
Minnesota, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 20__, before me, a notary public in
and for the State of ____________, personally appeared __________ _________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 20__, before me, a notary public in
and for the State of __________, personally appeared __________ __________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association
________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1
[Schedule of Type 1 Mortgage Loans]
WFMBS
WFMBS 2001-08 EXHIBIT F-1
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii)
-------- ------------------- ----- ----- -------- --------- -------- ---------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
-------- ------------------- ----- ----- -------- --------- -------- ---------- ----------
5054861 XXXXX XXXX XX 00000 SFD 7.875 6.750 $ 4,362.87 180
5123168 XXXXX X'XXXXX XX 00000 SFD 7.500 6.750 $ 3,708.05 180
5151352 XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,765.11 180
5160338 XXXXX XX 00000 SFD 7.875 6.750 $ 3,556.69 180
5721383 ST CLOUD MN 56301 SFD 8.000 6.750 $ 3,822.61 180
5722184 PARK CITY UT 84098 SFD 8.000 6.750 $ 3,105.87 180
5738596 XXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 3,623.33 180
5745447 XXXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,899.74 180
5748306 XXXXXXXXXX XX 00000 LCO 8.125 6.750 $ 2,734.59 180
5748756 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 4,505.14 180
5769255 XXXX XXXXX XX 00000 SFD 7.375 6.750 $ 4,875.60 180
5769772 XXXXXXX XX 00000 SFD 8.250 6.750 $ 6,305.91 180
5770034 XXXXXXXX XX 00000 HCO 7.875 6.750 $ 3,907.62 180
5773328 XXX XXXXX XX 00000 SFD 8.875 6.750 $ 2,875.55 180
5787416 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,690.13 180
5792295 WATER XXXX XX 00000 SFD 8.375 6.750 $ 2,932.28 180
5793345 XXXXXXXXXXX XX 00000 SFD 8.375 6.750 $ 3,394.12 180
5798869 XXXXXXXXX XX 00000 SFD 8.625 6.750 $ 2,507.48 180
5800127 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,627.31 180
5802952 OLD XXXXXXXX XX 00000 SFD 8.250 6.750 $ 9,701.40 180
5810729 XXXXXXXXXXXX XX 00000 SFD 8.750 6.750 $ 2,748.48 180
5811544 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,592.75 180
5813831 FLOWER XXXXX XX 00000 SFD 7.250 6.750 $ 3,916.19 180
5815983 XXXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,581.62 180
5821939 XXXXXXX XX 00000 SFD 9.000 6.750 $ 2,637.10 180
5825250 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 4,742.25 180
5829748 XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,529.79 180
5831069 XXXX XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,556.69 180
5838623 XXXXX XX 00000 SFD 7.875 6.750 $ 3,983.49 180
5842462 XXXXX XX 00000 SFD 9.625 6.750 $ 2,892.40 180
5843936 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 6,025.59 180
5844719 XXX XXXX XX 00000 HCO 7.375 6.750 $ 4,415.64 180
5845049 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,244.55 180
5847035 XXXXXXX XX 00000 SFD 8.250 6.750 $ 3,395.49 180
5847254 XXXX XXXX XX 00000 SFD 8.250 6.750 $ 4,443.25 180
5847922 COPIAGUE NY 11726 SFD 7.125 6.750 $ 1,358.75 180
5849279 XXXX XXXXXX XX 00000 SFD 8.125 6.750 $ 1,280.63 180
5849300 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 4,894.85 180
5850454 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,596.40 180
5851922 XXXXXXXX XX 00000 SFD 8.250 6.750 $ 1,450.36 180
5853312 XXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,830.99 180
5853507 XXX XXXX XX 00000 HCO 7.625 6.750 $ 3,596.41 180
5853562 XXXXXX XX 00000 SFD 7.750 6.750 $ 3,247.41 180
5853771 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,717.93 180
5854172 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,403.31 180
5854572 XXXXXXXX XXXXXXX XX 00000 SFD 6.875 6.608 $ 5,351.13 180
5854618 XXXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 1,324.24 180
5856050 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,381.56 180
5856904 XXXXXX XXXXX XX 00000 SFD 8.000 6.750 $ 6,211.74 180
5857660 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,899.13 180
5857845 XXXXXX XX 00000 SFD 7.000 6.733 $ 3,011.08 180
5858420 XXXXXX XX 00000 HCO 7.250 6.750 $ 3,651.46 180
5858432 XXX XXXXXXX XX 00000 SFD 8.125 6.750 $ 3,971.89 180
5859178 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 6,504.69 180
5859660 BERNARDS NJ 07920 LCO 7.375 6.750 $ 2,906.23 180
5859675 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,608.24 180
5859830 RYE XXXXX XX 00000 SFD 8.625 6.750 $ 4,811.60 180
5860568 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 4,078.33 180
5860710 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 7,722.32 180
5861132 XXXXXX XX 00000 SFD 7.875 6.750 $ 3,746.38 180
5861331 XXX XXXXX XX 00000 SFD 7.875 6.750 $ 3,329.06 180
5861545 XXX XXXXXX XX 00000 SFD 7.875 6.750 $ 2,940.20 180
5862235 SLEEPY XXXXXX XX 00000 SFD 7.750 6.750 $ 6,118.30 180
5863499 XXXXXXX XX 00000 SFD 8.000 6.750 $ 9,556.53 180
5863641 XXXXXX XX 00000 SFD 7.875 6.750 $ 1,280.41 180
5863749 XXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 4,635.07 180
5863936 XXXX XXXXX XX 00000 SFD 7.625 6.750 $ 4,063.47 180
5864435 XXXXXX XX 00000 SFD 8.375 6.750 $ 4,300.68 180
5864736 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,717.50 180
5866021 XXXXXXX XX 00000 LCO 7.750 6.750 $ 3,059.15 180
5866153 XXXXX XXXXXXX XX 00000 PUD 7.750 6.750 $ 4,155.74 180
5867046 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 4,302.70 180
5867905 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,684.11 180
5868233 XX XXXXX XXXXXXX XX 00000 SFD 8.250 6.750 $ 7,528.29 180
5868963 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 1,882.56 180
5869417 XXX XXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 4,594.05 180
5869672 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,885.99 180
5869934 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 1,882.55 180
5870465 XXXXXXX XXXXX XX 00000 HCO 7.500 6.750 $ 3,244.55 180
5870688 XXXXXXX XX 00000 LCO 8.125 6.750 $ 1,366.33 180
5871354 XXXX XXXXX XX 00000 SFD 7.875 6.750 $ 4,879.78 180
5871596 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,323.71 180
5871792 XXX XXXX XX 00000 HCO 7.625 6.750 $ 5,801.65 180
5871843 XXXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,104.45 180
5871917 XXXXXXXXX XX 00000 SFD 8.250 6.750 $ 1,940.29 180
5872093 XXXX XX 00000 HCO 7.500 6.750 $ 4,477.47 180
5872644 XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,368.47 180
5873419 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,655.66 180
5873439 XXX XXXX XX 00000 SFD 7.500 6.750 $ 6,025.58 180
5873461 XXXXXXXX XX 00000 SFD 8.000 6.753 $ 3,822.61 180
5873471 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,963.14 180
5873475 XXXXX XX 00000 SFD 8.000 6.750 $ 4,778.26 180
5873477 XXXXX XXXXXX XX 00000 SFD 8.125 6.750 $ 3,658.95 180
5873479 THE XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,823.83 180
5873482 XXXXXXX XX 00000 SFD 8.125 6.750 $ 4,814.41 180
5873484 XXXXXXX XX 00000 SFD 7.625 6.750 $ 4,105.50 180
5873486 XXXXXXX XX 00000 SFD 7.875 6.750 $13,278.30 180
5873491 XXXXXX XX 00000 SFD 8.000 6.750 $ 3,822.61 180
5873496 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 4,213.92 120
5873502 XXXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,576.85 180
5873505 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,866.96 180
5873508 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,793.80 180
5873510 XXXXXX XX 00000 SFD 8.000 6.750 $ 2,866.96 180
5873512 XXXXX XX XX 00000 SFD 8.000 6.750 $ 4,491.57 180
5874825 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,630.98 180
5874969 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,319.96 180
5875167 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,736.54 180
5875282 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,943.95 180
5875689 XXXXXX XX 00000 SFD 7.625 6.750 $ 5,343.22 180
5876548 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 5,979.51 180
5876590 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 8,617.35 180
5876910 XXXXXXXX XX 00000 SFD 7.000 6.730 $ 3,689.99 180
5877286 XXXXXXX XX 00000 SFD 8.000 6.750 $ 3,268.33 180
5877391 INCLINE VILLAGE NV 89451 SFD 7.250 6.750 $ 7,622.41 180
5877535 XX XXXXX XX 00000 SFD 7.875 6.750 $ 5,690.70 180
5877629 XXXXXXXX XX 00000 MF2 7.750 6.750 $ 4,706.38 180
5877945 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,911.74 180
5877966 XXXX XXXXX XX 00000 SFD 8.500 6.750 $ 4,366.89 180
5878131 XXXXXX XX 00000 SFD 7.250 6.750 $ 4,108.34 180
5878439 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 4,455.80 180
5878451 XXXXXXXX XX 00000 MF2 8.125 6.750 $ 1,155.46 180
5878456 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,939.81 180
5878802 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,994.25 180
5878819 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,363.45 180
5878835 XXXXXXX XX 00000 SFD 7.750 6.750 $ 9,412.76 180
5878859 XXXXX XXXX XX 00000 SFD 8.000 6.750 $ 2,819.17 180
5878918 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,197.70 180
5879019 XXX XXXXXX XX 00000 SFD 7.875 6.750 $ 3,129.89 180
5879031 XXXXXXX XX 00000 SFD 8.000 6.750 $ 3,210.04 180
5879046 XXXXXXX XX 00000 SFD 8.000 6.750 $ 3,096.31 180
5879077 XXXXXXX XX 00000 SFD 8.375 6.750 $ 2,795.44 180
5879105 XXXXX XX 00000 PUD 7.875 6.750 $ 4,173.18 180
5879121 XXXXX XXXX XX 00000 SFD 8.000 6.750 $ 6,211.74 180
5879127 XXX XXXXX XX 00000 SFD 8.125 6.750 $ 4,814.41 180
5879180 XXX XXXXXX XX 00000 SFD 8.125 6.750 $ 6,167.26 180
5879344 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,698.78 180
5879373 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,264.26 180
5879389 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,383.60 180
5879415 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,171.56 180
5879644 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,845.35 180
5879653 XXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,965.98 180
5879701 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,599.62 180
5879790 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,679.70 180
5880065 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,030.71 180
5880183 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,365.05 180
5880202 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 6,071.84 180
5880641 XXX XXXXX XX 00000 SFD 6.875 6.608 $ 2,738.00 180
5880837 COMMACK NY 11725 SFD 7.500 6.750 $ 3,048.49 180
5881396 XXXX XXXXX XX 00000 SFD 7.125 6.750 $ 3,396.87 180
5881633 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,429.95 180
5881684 INCLINE VILLAGE NV 89451 SFD 7.500 6.750 $ 3,411.41 180
5882254 XXX XXXX XX 00000 SFD 7.625 6.750 $ 4,462.81 180
5882425 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,569.00 180
5882508 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,696.60 180
5882893 XXXXX XX 00000 SFD 7.375 6.750 $ 3,753.29 180
5883110 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 3,793.80 180
5883383 XXX XXXXXXX XX 00000 SFD 6.875 6.608 $ 5,518.35 180
5883403 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,337.25 180
5883575 XXXXXXXXX XX 00000 SFD 6.875 6.608 $ 3,186.60 180
5883659 XXXXXXX XX 00000 SFD 8.000 6.750 $ 4,587.13 180
5883867 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,985.66 180
5883964 XXXXXXX XX 00000 SFD 7.250 6.750 $ 5,933.61 180
5884446 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,440.35 180
5884749 XXXXXX XX 00000 SFD 8.125 6.750 $ 6,992.84 180
5884815 XXXXXX XX 00000 SFD 7.750 6.750 $ 3,113.27 180
5885678 XXXXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 5,636.93 180
5885927 MENLO XXXX XX 00000 SFD 8.000 6.750 $ 7,071.83 180
5886958 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,672.38 180
5887134 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,790.34 180
5887142 XXXX XXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,679.70 180
5887459 XXXXXXXX XX 00000 MF2 7.875 6.750 $ 882.06 180
5888341 XXX XXXX XX 00000 SFD 7.625 6.750 $ 3,129.34 180
5888454 BOWIE MD 20720 SFD 7.625 6.750 $ 2,779.04 180
5888872 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,143.35 180
5889220 XXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 5,349.38 180
5889708 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 5,083.70 180
5889839 XXXXXXX XXXXXXXX XX 00000 SFD 7.500 6.750 $ 6,025.59 180
5890011 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,675.61 180
5890261 SAVAGE MN 55378 SFD 7.125 6.750 $ 3,659.56 180
5890578 XXXX XX 00000 SFD 7.500 6.750 $ 3,151.84 180
5891398 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 5,546.21 180
5891709 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,219.74 180
5892161 XXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 5,191.27 180
5892611 XXXXXX XXXXXXX XX 00000 LCO 7.375 6.750 $ 3,799.29 180
5892775 XXXXXXX XX 00000 SFD 7.500 6.750 $ 4,359.74 180
5892874 MARINA DEL REY CA 90292 HCO 7.875 6.750 $ 4,524.11 180
5893743 XXXXXXXX XX 00000 SFD 7.000 6.730 $ 3,388.59 180
5893834 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,851.53 180
5894508 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,741.09 180
5894840 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,482.14 180
5895615 XXXXX XX 00000 SFD 8.000 6.750 $ 5,733.91 180
5895620 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,624.62 180
5895627 XXXXXXX XX 00000 SFD 7.875 6.750 $ 4,268.03 180
5895632 XX XXXXXXXXXX XX 00000 HCO 8.500 6.750 $ 3,065.00 180
5895642 TIGER GA 30576 SFD 8.125 6.750 $ 9,580.68 180
5895647 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 5,604.78 180
5895653 XXXXXXXX XXXXXXX XX 00000 SFD 8.000 6.750 $ 3,669.70 180
5895659 XXXXX XX XX 00000 SFD 7.375 6.750 $ 3,641.52 180
5895707 XXXXXX XX 00000 SFD 7.375 6.750 $ 5,519.54 180
5895712 XXX XXXXXX XX 00000 SFD 7.750 6.750 $ 3,350.95 180
5895722 XXXXXXX XX 00000 PUD 7.625 6.750 $ 4,670.65 180
5895730 FLOWER XXXXX XX 00000 SFD 8.125 6.750 $ 4,467.78 180
5895735 XXXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,704.98 180
5895748 XXXXXXXXX XX 00000 SFD 8.625 6.750 $ 7,366.20 180
5895753 XXXXXXXXXX XX 00000 PUD 7.875 6.750 $ 3,139.37 180
5895757 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 9,484.50 180
5895765 XXXXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,438.48 180
5895767 XXXXX XXXXXXX XX 00000 SFD 8.375 6.750 $ 2,932.28 180
5895866 XXXXX XX 00000 SFD 7.875 6.750 $ 2,790.34 180
5895877 XXXXX XX XX 00000 SFD 8.250 6.750 $ 4,889.51 180
5895882 XXXXXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,187.72 180
5895888 KEY XXXXXXXX XX 00000 LCO 8.250 6.750 $ 3,958.17 180
5895897 XXXXXXX XX 00000 SFD 7.750 6.750 $ 5,527.64 180
5895916 XXXXXXX XX 00000 SFD 8.250 6.750 $ 2,815.35 180
5895922 XXXXXXX XX 00000 PUD 8.125 6.750 $ 3,851.53 180
5895926 XXXXXXXX XX 00000 PUD 7.750 6.750 $ 3,294.47 180
5896094 XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,455.19 180
5896864 XXXXXXXXX XX 00000 SFD 8.250 6.750 $ 9,701.41 180
5897166 XXXX XXXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,943.57 180
5897216 XXXXXX XX 00000 LCO 7.125 6.750 $ 6,069.07 180
5898485 XXXXXXX XX 00000 SFD 7.375 6.750 $ 5,979.50 180
5898897 XXXX XXXX XX 00000 SFD 7.500 6.750 $ 4,635.07 180
5899080 XXX XXXXX XX 00000 HCO 7.625 6.750 $ 5,198.43 180
5899101 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 9,484.50 180
5900187 XXXX XX 00000 SFD 8.000 6.750 $ 2,754.19 180
5900203 XXXXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,729.70 180
5900217 XXXXXX XX 00000 SFD 8.000 6.750 $ 3,822.61 180
5900232 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,929.43 180
5900239 XXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,781.04 180
5900354 XXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,759.77 180
5900373 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 5,060.91 180
5900387 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,978.03 180
5901593 XXXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,344.78 180
5908279 XXXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,172.10 180
5908738 XXXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,475.73 180
5912598 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,308.51 180
5912703 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 4,930.79 180
5916430 JAMIACA ESTATES NY 11432 SFD 7.250 6.750 $ 2,738.59 180
5919251 XX XXXXX XX 00000 SFD 7.625 6.750 $ 3,620.69 180
5924639 XXXXXXX XXX XX 00000 SFD 7.375 6.750 $ 4,185.65 180
7897624 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 4,354.36 180
7933253 XXXXX XXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,107.88 180
7962499 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,635.06 180
8051183 XXXXXXX XXXXXXX XX 00000 SFD 6.875 6.608 $ 4,953.80 180
8086975 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 5,077.98 180
8094420 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,129.37 180
8173459 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 6,025.58 180
8186989 XXXXXXX XX 00000 SFD 8.000 6.750 $ 2,950.58 180
8268208 XXXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 9,701.40 180
8268934 XXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,096.22 180
8294314 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,959.16 180
8298703 XXXXXXXXXXXX XX 00000 LCO 7.250 6.750 $ 3,148.46 180
8304599 X. XXXXXXX MD 20850 SFD 7.250 6.750 $ 4,107.88 180
8317462 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 5,020.75 180
8333497 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,348.52 180
8334337 XXXX XXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 3,859.23 180
8344261 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,494.29 120
8355807 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,765.10 180
8373529 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,770.88 180
8376464 XXXXXX XX 00000 SFD 7.875 6.750 $ 3,793.80 180
8379298 XXXXXXX XX 00000 SFD 7.750 6.750 $ 4,200.44 180
8379483 XXXXXXXX XXXX XX 00000 LCO 7.750 6.750 $ 3,378.52 180
8385059 XXXX XXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,897.99 180
8385421 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,845.35 180
8388806 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,845.35 180
8389180 XXXXXXX XX 00000 SFD 8.250 6.750 $ 2,910.42 180
8390534 FT XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,294.46 180
8395714 XXXXX XXXX XX 00000 LCO 7.750 6.750 $ 4,774.15 180
8396690 XXXXXX XX 00000 SFD 7.750 6.750 $ 3,012.08 180
8401819 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,670.98 180
8402830 XXXXXXX XX 00000 SFD 8.000 6.750 $ 4,921.61 180
8403279 XXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 3,793.80 180
8408749 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 6,024.16 180
8409384 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,966.44 180
8412022 XXXXX XX 00000 SFD 7.625 6.750 $ 2,993.89 180
8412093 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,679.69 180
8417449 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,608.40 180
8420298 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,986.15 180
8420360 XXXX XX 00000 SFD 7.500 6.750 $ 2,743.96 180
8422641 HUGO MN 55038 SFD 7.875 6.750 $ 2,870.96 180
8425128 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,281.63 180
8425334 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 6,375.44 180
8427108 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,708.05 180
8427216 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,115.94 180
8430185 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,736.52 180
8432410 XXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,984.94 180
8436114 XXXXX XX 00000 SFD 7.250 6.750 $ 5,157.68 180
8442629 XXXXXXX XX 00000 SFD 7.625 6.750 $ 5,044.30 180
8444703 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 3,311.72 180
8445224 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,338.54 180
8446976 XXXXXXX XX 00000 LCO 7.250 6.750 $ 4,107.88 180
8455098 XXXXXX XX 00000 SFD 7.875 6.750 $ 3,224.73 180
8456351 XXXX XXXX XXXX XX 00000 SFD 7.000 6.733 $ 5,033.44 180
8457999 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,127.74 180
8458148 DRESHER PA 19025 SFD 7.750 6.750 $ 3,459.19 180
8458363 XXXXXXXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,331.95 180
8459386 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,926.64 180
8460497 XXX XXXXXXX XX 00000 SFD 6.875 6.608 $ 4,459.27 180
8462496 XXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 6,741.21 180
8463512 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,476.30 180
8468709 XXXXX XX 00000 SFD 7.125 6.750 $ 3,396.87 180
8469989 XXXXXX XX 00000 SFD 7.000 6.733 $ 3,811.03 180
8495506 XXXXXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $ 4,529.16 180
WFMBS
WFMBS 2001-08 EXHIBIT F-1
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS [continued]
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
-------- ----------- ---------------- ----- ------- ---------- ------- ------- --------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- ----------- ---------------- ----- ------- ---------- ------- ------- --------
5054861 1-Xxx-16 $ 457,287.92 80.00 0.250 0.017 0.858
5123168 1-Dec-15 $ 396,353.15 13.33 0.250 0.017 0.483
5151352 1-Nov-15 $ 395,226.90 45.01 0.250 0.017 0.733
5160338 1-Nov-15 $ 370,573.66 72.56 0.250 0.017 0.858
5721383 1-Aug-15 $ 391,744.75 69.93 0.250 0.017 0.983
5722184 1-Sep-15 $ 319,270.03 47.86 0.250 0.017 0.983
5738596 1-Feb-16 $ 398,751.67 55.95 0.250 0.017 0.108
5745447 1-Feb-16 $ 422,625.60 80.00 0.250 0.017 0.358
5748306 1-Nov-15 $ 280,720.19 80.00 0.250 0.017 1.108
5748756 1-Nov-15 $ 469,393.30 47.50 GD 4YR 0.250 0.017 0.858
5769255 1-Mar-16 $ 530,000.00 79.10 0.250 0.017 0.358
5769772 1-Jul-15 $ 270,604.57 60.86 0.250 0.017 1.233
5770034 1-Aug-15 $ 403,405.18 80.00 0.250 0.017 0.858
5773328 1-Aug-15 $ 280,136.88 80.00 0.250 0.017 1.858
5787416 1-Mar-16 $ 304,000.00 74.24 0.250 0.017 0.000
5792295 1-Dec-15 $ 297,466.75 41.10 0.250 0.017 1.358
5793345 1-Sep-15 $ 339,509.45 79.83 0.250 0.017 1.358
5798869 1-Sep-15 $ 247,757.33 75.00 0.250 0.017 1.608
5800127 1-Nov-15 $ 282,079.47 80.00 GD 3YR 0.250 0.017 0.358
5802952 1-Nov-15 $ 988,577.27 63.09 0.250 0.017 1.233
5810729 1-Sep-15 $ 248,893.68 64.71 0.250 0.017 1.733
5811544 1-Nov-15 $ 368,815.96 80.00 0.250 0.017 1.108
5813831 1-Nov-15 $ 423,654.54 63.18 0.250 0.017 0.233
5815983 1-Xxx-16 $ 283,215.86 72.15 0.250 0.017 0.108
5821939 1-Aug-15 $ 255,080.70 74.93 0.250 0.017 1.983
5825250 1-Dec-15 $ 495,588.17 72.46 0.250 0.017 0.858
5829748 1-Xxx-16 $ 372,777.01 68.18 0.250 0.017 0.733
5831069 1-Oct-15 $ 369,304.88 78.21 0.250 0.017 0.858
5838623 1-Xxx-16 $ 417,537.47 57.93 0.250 0.017 0.858
5842462 1-Sep-15 $ 269,914.40 52.68 0.250 0.017 2.608
5843936 1-Mar-16 $ 650,000.00 45.26 0.250 0.017 0.483
5844719 1-Feb-16 $ 478,534.36 50.00 0.250 0.017 0.358
5845049 1-Nov-15 $ 345,732.00 26.42 0.250 0.017 0.483
5847035 1-Xxx-16 $ 348,014.72 43.75 0.250 0.017 1.233
5847254 1-Nov-15 $ 452,768.36 41.64 0.250 0.017 1.233
5847922 1-Mar-16 $ 150,000.00 46.15 0.250 0.017 0.108
5849279 1-Xxx-16 $ 132,237.21 70.00 0.250 0.017 1.108
5849300 1-May-15 $ 496,946.13 55.98 0.250 0.017 0.983
5850454 1-Dec-15 $ 381,527.89 27.50 0.250 0.017 0.608
5851922 1-Xxx-16 $ 148,652.01 65.00 0.250 0.017 1.233
5853312 1-Xxx-16 $ 404,587.34 84.97 24 0.250 0.017 0.733
5853507 1-Feb-16 $ 383,849.94 50.33 0.250 0.017 0.608
5853562 1-Xxx-16 $ 341,740.60 63.89 0.250 0.017 0.733
5853771 1-Feb-16 $ 390,854.57 80.00 0.250 0.017 0.858
5854172 1-Xxx-16 $ 472,121.91 51.35 0.250 0.017 0.483
5854572 1-Mar-16 $ 600,000.00 80.00 0.250 0.017 0.000
5854618 1-Feb-16 $ 136,114.20 65.00 0.250 0.017 1.233
5856050 1-Xxx-16 $ 359,830.43 64.64 0.250 0.017 0.608
5856904 1-Xxx-16 $ 631,979.32 64.36 0.250 0.017 0.983
5857660 1-Xxx-16 $ 306,174.20 80.00 0.250 0.017 0.733
5857845 1-Feb-16 $ 333,943.09 55.01 0.250 0.017 0.000
5858420 1-Feb-16 $ 398,765.21 29.63 0.250 0.017 0.233
5858432 1-Xxx-16 $ 410,134.18 78.57 0.250 0.017 1.108
5859178 1-Xxx-16 $ 686,953.50 79.98 0.250 0.017 0.733
5859660 1-Feb-16 $ 314,955.36 80.00 0.250 0.017 0.358
5859675 1-Dec-15 $ 272,573.49 64.71 0.250 0.017 0.858
5859830 1-Aug-15 $ 475,517.86 79.58 0.250 0.017 1.608
5860568 1-Oct-15 $ 421,171.78 74.78 0.250 0.017 0.858
5860710 1-Nov-15 $ 792,738.01 57.29 0.250 0.017 1.108
5861132 1-Dec-15 $ 391,514.65 71.82 0.250 0.017 0.858
5861331 1-Xxx-16 $ 348,942.03 90.00 11 0.250 0.017 0.858
5861545 1-Dec-15 $ 307,264.66 38.75 0.250 0.017 0.858
5862235 1-Xxx-16 $ 646,146.83 79.75 0.250 0.017 0.733
5863499 1-Xxx-16 $ 994,201.01 64.52 0.250 0.017 0.983
5863641 1-Feb-16 $ 133,142.99 69.95 0.250 0.017 0.858
5863749 1-Dec-15 $ 495,441.42 62.11 0.250 0.017 0.483
5863936 1-Xxx-16 $ 432,392.93 41.43 0.250 0.017 0.608
5864435 1-Dec-15 $ 436,284.66 62.86 0.250 0.017 1.358
5864736 1-Mar-16 $ 300,000.00 53.19 0.250 0.017 0.108
5866021 1-Feb-16 $ 324,039.81 56.52 0.250 0.017 0.733
5866153 1-Oct-15 $ 434,893.28 83.30 33 0.250 0.017 0.733
5867046 1-Mar-16 $ 475,000.00 50.00 0.250 0.017 0.108
5867905 1-Dec-15 $ 280,502.92 71.65 0.250 0.017 0.858
5868233 1-Xxx-16 $ 771,123.39 73.90 0.250 0.017 1.233
5868963 1-Xxx-16 $ 198,814.40 65.57 0.250 0.017 0.733
5869417 1-Xxx-16 $ 488,852.52 75.66 0.250 0.017 0.608
5869672 1-Xxx-16 $ 413,506.79 80.00 0.250 0.017 0.608
5869934 1-Xxx-16 $ 198,814.42 51.28 0.250 0.017 0.733
5870465 1-Feb-16 $ 348,942.95 80.00 0.250 0.017 0.483
5870688 1-Xxx-16 $ 141,086.16 37.84 0.250 0.017 1.108
5871354 1-Xxx-16 $ 511,483.39 46.77 0.250 0.017 0.858
5871596 1-Feb-16 $ 244,284.10 54.44 0.250 0.017 0.858
5871792 1-Xxx-16 $ 617,352.74 65.00 0.250 0.017 0.608
5871843 1-Xxx-16 $ 318,184.88 50.31 0.250 0.017 1.233
5871917 1-Xxx-16 $ 198,865.53 59.70 0.250 0.017 1.233
5872093 1-Feb-16 $ 481,541.28 70.00 0.250 0.017 0.483
5872644 1-Feb-16 $ 367,860.91 90.00 33 0.250 0.017 0.233
5873419 1-Dec-15 $ 277,529.38 30.60 0.250 0.017 0.858
5873439 1-Dec-15 $ 644,073.87 79.27 0.250 0.017 0.483
5873461 1-Nov-15 $ 395,329.78 46.51 0.250 0.017 0.983
5873471 1-Nov-15 $ 311,023.27 88.43 33 0.250 0.017 0.733
5873475 1-Oct-15 $ 492,678.39 79.37 0.250 0.017 0.983
5873477 1-Nov-15 $ 374,955.59 71.70 0.250 0.017 1.108
5873479 1-Dec-15 $ 297,323.80 28.03 0.250 0.017 0.733
5873482 1-Dec-15 $ 495,683.93 80.00 0.250 0.017 1.108
5873484 1-Nov-15 $ 434,198.36 61.47 0.250 0.017 0.608
5873486 1-Nov-15 $ 1,383,475.01 66.99 0.250 0.017 0.858
5873491 1-Nov-15 $ 395,329.78 71.43 0.250 0.017 0.983
5873496 1-Dec-10 $ 347,970.75 59.17 0.250 0.017 0.483
5873502 1-Nov-15 $ 375,465.58 71.70 0.250 0.017 0.733
5873505 1-Nov-15 $ 296,497.33 60.00 0.250 0.017 0.983
5873508 1-Nov-15 $ 395,278.58 79.54 0.250 0.017 0.858
5873510 1-Nov-15 $ 296,497.33 61.22 0.250 0.017 0.983
5873512 1-Dec-15 $ 465,898.06 44.34 0.250 0.017 0.983
5874825 1-Xxx-16 $ 284,248.09 38.13 0.250 0.017 0.358
5874969 1-Feb-16 $ 468,166.12 80.00 0.250 0.017 0.358
5875167 1-Xxx-16 $ 293,411.35 80.00 0.250 0.017 0.483
5875282 1-Xxx-16 $ 416,516.19 86.04 06 0.250 0.017 0.733
5875689 1-Xxx-16 $ 568,571.87 80.00 0.250 0.017 0.608
5876548 1-Feb-16 $ 648,015.29 72.22 0.250 0.017 0.358
5876590 1-Feb-16 $ 919,744.37 41.93 0.250 0.017 0.608
5876910 1-Mar-16 $ 410,533.00 90.00 0.250 0.017 0.000
5877286 1-Nov-15 $ 337,996.10 85.50 01 0.250 0.017 0.983
5877391 1-Mar-16 $ 835,000.00 64.23 0.250 0.017 0.233
5877535 1-Xxx-16 $ 596,172.79 56.34 0.250 0.017 0.858
5877629 1-Feb-16 $ 498,522.79 68.97 0.250 0.017 0.733
5877945 1-Nov-15 $ 303,376.32 38.86 0.250 0.017 0.858
5877966 1-Sep-15 $ 432,806.17 79.19 0.250 0.017 1.483
5878131 1-Xxx-16 $ 447,263.03 58.03 0.250 0.017 0.233
5878439 1-Xxx-16 $ 474,141.22 66.25 0.250 0.017 0.608
5878451 1-Feb-16 $ 119,657.04 33.80 0.250 0.017 1.108
5878456 1-Mar-16 $ 425,000.00 79.44 0.250 0.017 0.483
5878802 1-Xxx-16 $ 321,042.90 82.82 24 0.250 0.017 0.483
5878819 1-Feb-16 $ 469,278.43 69.99 0.250 0.017 0.483
5878835 1-Feb-16 $ 997,045.57 54.05 0.250 0.017 0.733
5878859 1-Xxx-16 $ 291,477.31 33.71 0.250 0.017 0.983
5878918 1-Sep-15 $ 330,868.18 79.99 0.250 0.017 0.858
5879019 1-Feb-16 $ 329,035.74 55.00 0.250 0.017 0.858
5879031 1-Nov-15 $ 329,347.36 74.64 0.250 0.017 0.983
5879046 1-Nov-15 $ 312,879.04 79.02 0.250 0.017 0.983
5879077 1-Oct-15 $ 279,091.29 77.30 0.250 0.017 1.358
5879105 1-Sep-15 $ 432,158.25 80.00 0.250 0.017 0.858
5879121 1-Nov-15 $ 642,410.89 78.31 0.250 0.017 0.983
5879127 1-Oct-15 $ 472,587.44 57.80 0.250 0.017 1.108
5879180 1-Nov-15 $ 633,103.13 67.42 0.250 0.017 1.108
5879344 1-Xxx-16 $ 396,580.18 70.00 0.250 0.017 0.483
5879373 1-Feb-16 $ 458,610.74 51.11 0.250 0.017 0.483
5879389 1-Xxx-16 $ 362,788.41 56.15 0.250 0.017 0.483
5879415 1-Xxx-16 $ 447,273.39 56.25 0.250 0.017 0.483
5879644 1-Xxx-16 $ 298,241.05 54.55 0.250 0.017 0.858
5879653 1-Xxx-16 $ 317,955.42 80.00 0.250 0.017 0.483
5879701 1-Xxx-16 $ 496,937.21 73.96 0.250 0.017 0.358
5879790 1-Feb-16 $ 398,778.63 68.97 0.250 0.017 0.358
5880065 1-Feb-16 $ 330,975.12 80.00 0.250 0.017 0.233
5880183 1-Xxx-16 $ 360,800.55 52.61 0.250 0.017 0.483
5880202 1-Xxx-16 $ 646,104.40 43.33 0.250 0.017 0.608
5880641 1-Mar-16 $ 307,000.00 76.89 0.250 0.017 0.000
5880837 1-Xxx-16 $ 326,857.44 74.99 0.250 0.017 0.483
5881396 1-Mar-16 $ 375,000.00 69.44 0.250 0.017 0.108
5881633 1-Xxx-16 $ 367,758.12 69.96 0.250 0.017 0.483
5881684 1-Feb-16 $ 366,888.59 58.23 0.250 0.017 0.483
5882254 1-Xxx-16 $ 474,884.41 74.65 0.250 0.017 0.608
5882425 1-Feb-16 $ 383,837.25 93.22 12 0.250 0.017 0.483
5882508 1-Mar-16 $ 295,400.00 78.77 0.250 0.017 0.233
5882893 1-Xxx-16 $ 405,500.76 56.67 0.250 0.017 0.358
5883110 1-Dec-15 $ 396,470.54 53.33 0.250 0.017 0.858
5883383 1-Mar-16 $ 618,750.00 75.00 0.250 0.017 0.000
5883403 1-Feb-16 $ 358,912.75 33.18 0.250 0.017 0.483
5883575 1-Mar-16 $ 357,300.00 90.00 GD 3YR 24 0.250 0.017 0.000
5883659 1-Feb-16 $ 398,612.87 69.57 0.250 0.017 0.983
5883867 1-Feb-16 $ 438,626.84 77.88 0.250 0.017 0.108
5883964 1-Feb-16 $ 647,993.47 78.31 0.250 0.017 0.233
5884446 1-Xxx-16 $ 357,912.36 80.00 0.250 0.017 0.983
5884749 1-Feb-16 $ 724,164.41 78.51 0.250 0.017 1.108
5884815 1-Feb-16 $ 329,772.82 75.00 0.250 0.017 0.733
5885678 1-Feb-16 $ 615,593.80 56.14 0.250 0.017 0.233
5885927 1-Feb-16 $ 737,861.50 44.85 0.250 0.017 0.983
5886958 1-Mar-16 $ 415,000.00 75.08 0.250 0.017 0.000
5887134 1-Sep-15 $ 288,956.72 79.99 0.250 0.017 0.858
5887142 1-Xxx-16 $ 397,549.76 53.33 0.250 0.017 0.358
5887459 1-Feb-16 $ 92,728.25 7 5.00 0.250 0.017 0.858
5888341 1-Feb-16 $ 333,999.31 63.21 0.250 0.017 0.608
5888454 1-Feb-16 $ 296,611.32 85.00 33 0.250 0.017 0.608
5888872 1-Feb-16 $ 335,494.83 60.09 0.250 0.017 0.608
5889220 1-Feb-16 $ 584,191.04 58.60 0.250 0.017 0.233
5889708 1-Feb-16 $ 534,433.80 29.78 0.250 0.017 0.858
5889839 1-Feb-16 $ 648,036.91 45.94 0.250 0.017 0.483
5890011 1-Feb-16 $ 395,302.52 49.56 0.250 0.017 0.483
5890261 1-Mar-16 $ 404,000.00 73.45 0.250 0.017 0.108
5890578 1-Feb-16 $ 338,973.16 80.00 0.250 0.017 0.483
5891398 1-Xxx-16 $ 572,696.43 80.00 0.250 0.017 1.108
5891709 1-Mar-16 $ 350,000.00 68.63 0.250 0.017 0.358
5892161 1-Feb-16 $ 558,308.73 80.00 0.250 0.017 0.483
5892611 1-Feb-16 $ 411,738.94 79.91 0.250 0.017 0.358
5892775 1-Feb-16 $ 468,879.64 67.19 0.250 0.017 0.483
5892874 1-Feb-16 $ 475,606.20 68.14 0.250 0.017 0.858
5893743 1-Mar-16 $ 377,000.00 48.58 0.250 0.017 0.000
5893834 1-Xxx-16 $ 397,705.87 51.28 0.250 0.017 1.108
5894508 1-Mar-16 $ 413,000.00 66.08 0.250 0.017 0.108
5894840 1-Feb-16 $ 377,369.22 77.66 0.250 0.017 0.358
5895615 1-Xxx-16 $ 596,520.62 46.69 0.250 0.017 0.983
5895620 1-Xxx-16 $ 388,630.88 79.80 0.250 0.017 0.483
5895627 1-Dec-15 $ 446,029.35 64.76 0.250 0.017 0.858
5895632 1-Oct-15 $ 306,887.06 75.00 0.250 0.017 1.483
5895642 1-Dec-15 $ 986,411.00 55.28 0.250 0.017 1.108
5895647 1-Dec-15 $ 594,588.92 75.00 0.250 0.017 0.608
5895653 1-Dec-15 $ 380,635.60 80.00 0.250 0.017 0.983
5895659 1-Xxx-16 $ 393,425.19 74.69 0.250 0.017 0.358
5895707 1-Xxx-16 $ 596,324.66 61.54 0.250 0.017 0.358
5895712 1-Dec-15 $ 352,824.23 63.57 0.250 0.017 0.733
5895722 1-Xxx-16 $ 497,003.37 27.78 0.250 0.017 0.608
5895730 1-Dec-15 $ 459,994.67 80.00 0.250 0.017 1.108
5895735 1-Dec-15 $ 282,683.50 79.99 0.250 0.017 0.858
5895748 1-Dec-15 $ 736,367.69 55.00 0.250 0.017 1.608
5895753 1-Xxx-16 $ 329,059.29 79.76 0.250 0.017 0.858
5895757 1-Xxx-16 $ 994,136.82 50.00 0.250 0.017 0.858
5895765 1-Xxx-16 $ 363,134.53 28.76 0.250 0.017 0.733
5895767 1-Xxx-16 $ 298,317.09 47.24 0.250 0.017 1.358
5895866 1-Dec-15 $ 291,604.09 80.00 0.250 0.017 0.858
5895877 1-Dec-15 $ 499,687.39 80.00 0.250 0.017 1.233
5895882 1-Dec-15 $ 338,172.44 79.99 0.250 0.017 0.608
5895888 1-Dec-15 $ 404,516.65 78.46 0.250 0.017 1.233
5895897 1-Nov-15 $ 578,627.55 75.00 0.250 0.017 0.733
5895916 1-Nov-15 $ 286,885.11 82.21 01 0.250 0.017 1.233
5895922 1-Nov-15 $ 395,380.56 76.19 0.250 0.017 1.108
5895926 1-Nov-15 $ 345,823.55 72.31 0.250 0.017 0.733
5896094 1-Mar-16 $ 378,500.00 32.91 0.250 0.017 0.233
5896864 1-Xxx-16 $ 994,327.75 66.67 0.250 0.017 1.233
5897166 1-Feb-16 $ 430,666.43 80.00 0.250 0.017 0.233
5897216 1-Mar-16 $ 670,000.00 52.76 0.250 0.017 0.108
5898485 1-Feb-16 $ 648,015.29 54.17 0.250 0.017 0.358
5898897 1-Feb-16 $ 498,489.93 64.10 0.250 0.017 0.483
5899080 1-Mar-16 $ 556,500.00 74.70 0.250 0.017 0.608
5899101 1-Mar-16 $ 1,000,000.00 60.61 0.250 0.017 0.858
5900187 1-Dec-15 $ 285,684.72 79.99 0.250 0.017 0.983
5900203 1-Dec-15 $ 287,413.01 75.15 0.250 0.017 0.733
5900217 1-Xxx-16 $ 397,680.40 80.00 0.250 0.017 0.983
5900232 1-Xxx-16 $ 311,720.51 80.00 0.250 0.017 0.608
5900239 1-Xxx-16 $ 298,182.26 75.00 0.250 0.017 0.483
5900354 1-Xxx-16 $ 298,162.33 75.00 0.250 0.017 0.358
5900373 1-Xxx-16 $ 522,585.51 80.00 0.250 0.017 1.108
5900387 1-Xxx-16 $ 319,303.51 73.41 0.250 0.017 0.483
5901593 1-Feb-16 $ 348,988.55 35.00 0.250 0.017 0.983
5908279 1-Feb-16 $ 336,004.36 66.60 0.250 0.017 0.733
5908738 1-Mar-16 $ 380,750.00 80.00 0.250 0.017 0.233
5912598 1-Feb-16 $ 355,822.12 84.99 01 0.250 0.017 0.483
5912703 1-Feb-16 $ 534,363.38 48.07 0.250 0.017 0.358
5916430 1-Mar-16 $ 300,000.00 49.59 0.250 0.017 0.233
5919251 1-Feb-16 $ 386,442.19 38.76 0.250 0.017 0.608
5924639 1-Feb-16 $ 453,610.71 75.83 0.250 0.017 0.358
7897624 1-Xxx-16 $ 449,627.35 80.00 0.250 0.017 1.108
7933253 1-Xxx-16 $ 447,213.35 50.00 0.250 0.017 0.233
7962499 1-Xxx-16 $ 496,970.44 69.93 0.250 0.017 0.483
8051183 1-Nov-15 $ 548,302.74 80.00 0.250 0.017 0.000
8086975 1-Feb-16 $ 550,314.52 80.00 0.250 0.017 0.358
8094420 1-Dec-15 $ 322,194.54 52.00 0.250 0.017 1.108
8173459 1-Dec-15 $ 640,629.17 60.36 0.250 0.017 0.483
8186989 1-Dec-15 $ 306,055.38 95.00 01 0.250 0.017 0.983
8268208 1-Sep-15 $ 982,747.44 56.88 0.250 0.017 1.233
8268934 1-Xxx-16 $ 331,976.26 79.98 0.250 0.017 0.483
8294314 1-Xxx-16 $ 310,170.70 78.11 0.250 0.017 0.858
8298703 1-Feb-16 $ 343,835.31 49.99 0.250 0.017 0.233
8304599 1-Feb-16 $ 448,610.87 71.62 0.250 0.017 0.233
8317462 1-Feb-16 $ 548,302.17 59.78 0.250 0.017 0.233
8333497 1-Xxx-16 $ 361,770.29 80.00 0.250 0.017 0.358
8334337 1-Oct-15 $ 403,864.70 75.23 0.250 0.017 0.733
8344261 1-Feb-11 $ 294,324.88 79.78 0.250 0.017 0.358
8355807 1-Dec-15 $ 396,431.75 50.15 0.250 0.017 0.733
8373529 1-Nov-15 $ 290,862.31 75.00 0.250 0.017 0.733
8376464 1-Feb-16 $ 398,331.20 74.65 0.250 0.017 0.858
8379298 1-Dec-15 $ 442,269.18 75.00 0.250 0.017 0.733
8379483 1-Dec-15 $ 355,728.12 80.00 0.250 0.017 0.733
8385059 1-Xxx-16 $ 303,758.50 80.00 0.250 0.017 0.858
8385421 1-Dec-15 $ 296,339.73 63.99 0.250 0.017 0.858
8388806 1-Xxx-16 $ 298,241.05 58.59 0.250 0.017 0.858
8389180 1-Xxx-16 $ 298,208.13 68.18 0.250 0.017 1.233
8390534 1-Xxx-16 $ 347,925.24 77.78 0.250 0.017 0.733
8395714 1-Feb-16 $ 505,701.52 80.00 0.250 0.017 0.733
8396690 1-Xxx-16 $ 318,103.07 80.00 0.250 0.017 0.733
8401819 1-Xxx-16 $ 387,688.10 32.50 0.250 0.017 0.733
8402830 1-Dec-15 $ 509,336.97 69.59 0.250 0.017 0.983
8403279 1-Dec-15 $ 369,354.70 44.44 0.250 0.017 0.858
8408749 1-Xxx-16 $ 636,206.13 80.00 0.250 0.017 0.733
8409384 1-Xxx-16 $ 318,061.08 80.00 0.250 0.017 0.483
8412022 1-Xxx-16 $ 318,579.16 66.56 0.250 0.017 0.608
8412093 1-Feb-16 $ 398,778.64 35.56 0.250 0.017 0.358
8417449 1-Feb-16 $ 388,074.41 90.00 33 0.250 0.017 0.483
8420298 1-Xxx-16 $ 427,394.58 68.80 0.250 0.017 0.483
8420360 1-Xxx-16 $ 294,206.49 79.36 0.250 0.017 0.483
8422641 1-Xxx-16 $ 300,925.21 79.99 0.250 0.017 0.858
8425128 1-Xxx-16 $ 351,855.06 52.44 0.250 0.017 0.483
8425334 1-Xxx-16 $ 678,409.60 65.00 0.250 0.017 0.608
8427108 1-Xxx-16 $ 397,576.35 50.64 0.250 0.017 0.483
8427216 1-Feb-16 $ 442,659.06 80.00 0.250 0.017 0.483
8430185 1-Feb-16 $ 398,805.15 66.67 0.250 0.017 0.608
8432410 1-Xxx-16 $ 308,222.04 68.89 0.250 0.017 1.108
8436114 1-Feb-16 $ 563,255.86 53.81 0.250 0.017 0.233
8442629 1-Feb-16 $ 538,386.95 80.00 0.250 0.017 0.608
8444703 1-Feb-16 $ 358,900.78 68.57 0.250 0.017 0.358
8445224 1-Feb-16 $ 350,971.46 79.10 0.250 0.017 0.858
8446976 1-Feb-16 $ 448,610.87 52.94 0.250 0.017 0.233
8455098 1-Feb-16 $ 339,006.52 66.67 0.250 0.017 0.858
8456351 1-Feb-16 $ 558,233.23 80.00 0.250 0.017 0.000
8457999 1-Feb-16 $ 338,961.84 79.44 0.250 0.017 0.358
8458148 1-Feb-16 $ 366,414.25 75.00 0.250 0.017 0.733
8458363 1-Feb-16 $ 363,873.26 50.69 0.250 0.017 0.233
8459386 1-Feb-16 $ 319,585.87 79.95 0.250 0.017 0.233
8460497 1-Feb-16 $ 498,405.31 69.59 0.250 0.017 0.000
8462496 1-Feb-16 $ 747,633.79 55.56 0.250 0.017 0.000
8463512 1-Feb-16 $ 373,867.45 78.62 0.250 0.017 0.483
8468709 1-Feb-16 $ 373,829.69 75.00 0.250 0.017 0.108
8469989 1-Mar-16 $ 424,000.00 80.00 0.250 0.017 0.000
8495506 1-Mar-16 $ 500,000.00 80.00 0.250 0.017 0.108
$ 129,201,331.34
COUNT: 303
WAC: 7.693198702
WAM: 177.5193016
WALTV: 65.93801359
EXHIBIT F-2
[Schedule of Type 2 Mortgage Loans]
WFMBS
WFMBS 2001-08 Exhibit F-2
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- -------------- ----- ------ --------- --------- -------- ---------- -------- ----------- -------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- -------------- ----- ------ --------- --------- -------- ---------- -------- ----------- -------------
7104590 XXXXXXXXX XXX XX 00000 SFD 6.875 6.608 $2,791.51 180 1-Sep-13 $ 273,830.66
$ 273,830.66
WFMBS
WFHMI / 2001-08 Exhibit F-2
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS [continued]
(i) (x) (xi) (xii) (xiii) (xiv) (xv)
-------- ------ ------- ---------- -------- -------- ------------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
-------- ------ ------- ---------- -------- -------- ------------
7104590 51.14 0.250 0.017 0.000
COUNT: 1
WAC: 6.875
WAM: 150
WALTV: 51.14
EXHIBIT F-3
[Schedule of Other Servicer Mortgage Loans]
WFMBS
WFMBS 2001-08 Exhibit F-3
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii)
-------- ------------------- ------- ----- --------- -------- -------- ---------- --------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
-------- ----------------- ------- ----- --------- -------- -------- ---------- --------
5743837 XXXXXX XXXXXX XX 00000 SFD 8.500 6.750 $ 2,609.56 180
5769570 XXXXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,765.11 180
5769637 XXX XXXX XX 00000 SFD 8.250 6.750 $ 3,880.57 180
5769647 XXXXXXX XX 00000 SFD 8.625 6.750 $ 699.42 180
5769655 XXXXX XXXXXX XX 00000 SFD 8.125 6.750 $ 4,814.42 180
5771041 XXXXXXXX XXXXX XX 00000 SFD 8.500 6.750 $ 931.46 180
5771062 XXXXX XXXXX XX 00000 SFD 8.000 6.750 $ 4,060.69 180
5793151 XXXXXXXX XX 00000 SFD 8.750 6.750 $ 8,495.32 180
5793585 XXXXXXXX XXXX XX 00000 HCO 8.125 6.750 $ 828.08 180
5819972 XXXXXXX XX 00000 SFD 8.125 6.750 $ 3,206.40 180
5826423 XXX XXXX XX 00000 SFD 8.125 6.750 $ 2,792.36 180
5831951 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 2,925.95 180
5834016 XXXX XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,319.57 180
5835612 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,244.54 180
5835628 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,937.29 180
5842930 XXXXXXX XX 00000 SFD 8.375 6.750 $ 8,613.57 180
5852746 XXXXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 8,246.19 180
5852773 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 4,235.74 180
5852930 SHARON MA 02067 SFD 8.125 6.750 $ 2,930.05 180
5855398 XXXXXXX XX 00000 SFD 7.875 6.750 $ 4,421.67 180
5856921 XXXXXXX XX 00000 SFD 8.125 6.750 $ 4,044.11 180
5859044 XXXXXXXXX XX 00000 SFD 8.500 6.750 $ 3,507.65 180
5862202 ASHLAND KY 41101 SFD 6.875 6.608 $ 2,006.68 180
5864816 XXXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,176.05 180
5865453 XXXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,760.60 180
5866157 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,425.30 180
5870288 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,652.15 180
5872111 XXXXX XX 00000 SFD 8.375 6.750 $ 977.43 180
5872116 XXXX XXXXXXX XX 00000 SFD 9.000 6.750 $ 1,561.71 180
5872126 BUSH LA 70431 SFD 8.375 6.750 $ 4,887.13 180
5872136 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 573.39 180
5872138 LA XXXXXX XX 00000 PUD 8.000 6.750 $ 1,911.30 180
5872142 XXXX XXXX XX 00000 SFD 9.000 6.750 $ 5,071.33 180
5872144 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 4,092.24 180
5872170 XXXX XXXX XXXXX XX 00000 SFD 8.375 6.750 $ 5,864.56 180
5872177 XXXXXX XXXXXX XX 00000 SFD 8.000 6.750 $ 573.39 180
5872842 XXXXXXXXX XX 00000 PUD 8.000 6.750 $ 4,166.65 180
5872857 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 1,911.30 180
5873524 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,892.78 180
5873529 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,549.70 180
5873533 XXXXXXX NY 11725 SFD 7.875 6.750 $ 3,755.87 180
5873545 XXXXXXXXX XX 00000 SFD 8.500 6.750 $ 2,954.22 180
5873548 LAUREL HOLLOW NY 11791 SFD 8.250 6.750 $ 6,305.43 180
5873559 XXX XXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,514.52 180
5875303 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,703.09 180
5875316 XXXXXXX NJ 07670 SFD 8.125 6.750 $ 4,332.98 180
5875335 XXXX XXXX XXXX XX 00000 SFD 8.000 6.750 $ 3,048.53 180
5875340 XXXXX XXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,154.52 120
5875363 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 2,881.32 180
5877037 XXXXXXXX XX 00000 SFD 8.125 6.750 $ 4,814.41 180
5877041 XXXXXX XX 00000 SFD 7.875 6.750 $ 4,116.27 180
5877051 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 1,860.79 180
5877063 XXX XXXXXXX XX 00000 HCO 7.875 6.750 $ 4,647.40 180
5877067 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,688.34 180
5877073 XXXXXXX XX 00000 SFD 8.000 6.750 $ 6,211.74 180
5877099 XXXX XXXXXXX XX 00000 SFD 8.000 6.750 $ 1,672.39 180
5877122 XXXXXXXXX XXX XX 00000 SFD 8.125 6.750 $ 5,855.48 120
5877130 XXXXXXX XX 00000 PUD 8.000 6.750 $ 516.06 180
5877158 XXXXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 477.83 180
5877176 XXXXXXXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 4,166.64 180
5877183 XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,736.52 180
5877195 XXX XXXXX XX 00000 SFD 8.125 6.750 $ 2,918.98 180
5877256 XXXXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 843.17 180
5877333 XXXXXXX XX 00000 SFD 8.000 6.750 $ 833.33 180
5879797 PANAMA XXXX XXXXX XX 00000 HCO 8.125 6.750 $ 2,773.10 180
5879807 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,195.02 180
5879818 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 4,002.46 180
5879819 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 4,267.11 180
5879821 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,823.83 180
5879825 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,319.58 180
5879826 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 5,572.35 180
5879836 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,889.89 180
5879840 XXXX XXXXX XX 00000 SFD 8.250 6.750 $ 2,871.62 180
5879847 XXXXXXXX XXXX XX 00000 SFD 7.875 6.750 $ 2,845.35 180
5879858 XXXXXXXX XXXXXXXX XX 00000 SFD 8.250 6.750 $ 2,942.44 180
5880077 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,293.57 180
5880083 XXXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,200.34 180
5880089 PEPPER XXXX XX 00000 SFD 7.875 6.750 $ 2,769.48 180
5880092 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,845.46 180
5880097 XXXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,731.54 180
5880100 XXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,629.48 180
5880103 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,885.99 180
5880108 XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,509.27 180
5880115 XXXXX XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,075.35 180
5881157 XXXX XX 00000 SFD 8.000 6.750 $ 3,177.54 180
5884545 XXX XXXX XX 00000 HCO 7.625 6.750 $ 9,341.30 180
5885418 XXXXXXX XX 00000 SFD 8.125 6.750 $ 2,580.53 180
5885428 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 4,188.68 180
5885440 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,795.59 180
5885453 XXXXXX XX 00000 SFD 7.875 6.750 $ 3,115.66 180
5885468 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,788.51 180
5890464 XXXX XXXXX XX 00000 SFD 8.125 6.750 $ 2,822.69 180
5890489 XXXX XXX XX 00000 SFD 7.750 6.750 $ 4,781.69 180
5890683 XXXXXX XX 00000 SFD 7.125 6.750 $ 4,529.16 180
5890713 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,823.83 180
5890722 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 3,746.38 180
5890726 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 6,071.85 180
5891638 XXXXXX XX 00000 SFD 7.625 6.750 $ 5,328.28 180
5891644 XXXXXXX XX 00000 SFD 8.000 6.750 $ 5,733.92 180
5891653 XXXXXXXXXX XX 00000 SFD 8.375 6.750 $ 656.84 180
5891720 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,205.76 180
5891750 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 5,519.54 180
5891779 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,249.22 180
5891816 XXX XXXXX XX 00000 SFD 7.000 6.733 $ 4,398.42 180
5891864 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,097.19 180
5893443 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 6,118.29 180
5893468 XXXXXXX XX 00000 SFD 7.750 6.750 $ 5,553.53 180
5893518 XXXXXX XX 00000 SFD 7.750 6.750 $ 1,411.92 180
5893544 XXXXX XX 00000 SFD 7.875 6.750 $ 4,742.25 180
5893566 ST CLAIR TWP MI 48079 SFD 7.500 6.750 $ 4,171.56 180
5894249 XXXXXXXXXXXXX XX 00000 PUD 7.875 6.750 $ 2,845.35 180
5894262 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 6,025.59 180
5894275 XXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,744.22 180
5895551 XXXXX XXXXXXX XX 00000 SFD 8.000 6.750 $ 5,351.66 180
5895586 XXX XXXX XX 00000 HCO 8.500 6.750 $ 5,096.03 180
5895729 XX XXXX XX 00000 SFD 8.125 6.750 $ 5,006.99 180
5895745 XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,237.99 180
5895777 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,171.62 180
5895899 XXXXXX XX 00000 HCO 7.750 6.750 $ 4,431.53 180
5895967 XXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,812.17 180
5895975 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,669.71 180
5895987 NEW XXXXXX XX 00000 SFD 7.875 6.750 $ 2,845.35 180
5895990 XXXXXXX XX 00000 SFD 7.875 6.750 $ 1,159.48 180
5896058 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 1,600.17 180
5896067 XXXXXX XX 00000 SFD 8.125 6.750 $ 4,236.69 180
5896328 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 1,409.36 180
5896335 XXXXX XX 00000 SFD 7.750 6.750 $ 517.70 180
5896407 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,759.77 180
5896450 XXXXX XXXXX XX 00000 SFD 8.250 6.750 $ 1,261.18 180
5896471 XXXXXXXX XX 00000 PUD 7.875 6.750 $ 2,722.05 180
5896480 XXXXXXX XX 00000 SFD 7.375 6.750 $ 5,979.51 180
5896510 XXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,086.04 180
5896530 XXXXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 3,264.35 180
5896583 XXX XXXXXXX XX 00000 SFD 8.375 6.750 $ 1,800.45 120
5897955 AMBLER PA 19002 SFD 8.000 6.750 $ 955.66 180
5897965 XXXXXXX XXXXXXX XX 00000 MF2 7.875 6.750 $ 2,880.92 180
5900535 XXXXX XXXXXX XX 00000 SFD 8.250 6.750 $ 3,366.39 180
5900547 EAST XXXXX XXXXXX XX 00000 SFD 8.375 6.750 $ 6,353.27 180
5900559 WEST XXXXX XX 00000 SFD 8.125 6.750 $ 5,094.13 180
5900569 XXXXXXX XX 00000 SFD 8.125 6.750 $ 2,888.65 180
5900597 XXXXXX XX 00000 SFD 8.125 6.750 $ 5,353.63 180
5900612 XXXXXXX XX 00000 SFD 8.125 6.750 $ 2,888.65 180
5900623 XXXXXX XX 00000 SFD 8.250 6.750 $ 3,201.46 180
5900627 XXXXXX XXXX XX 00000 SFD 8.000 6.750 $ 2,866.96 180
5900635 XXXXXXX XX 00000 HCO 8.000 6.750 $ 2,828.73 180
5901483 XXXXXX XX 00000 SFD 7.875 6.750 $ 3,088.15 180
5903531 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,817.24 180
5903547 XXXX XXXXX XX 00000 HCO 8.125 6.750 $ 4,236.68 180
5903564 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 4,599.98 180
5903580 XXXXXX XX 00000 PUD 7.875 6.750 $ 4,742.25 180
5903590 XXXX XXXX XXXXX XX 00000 SFD 7.750 6.750 $ 5,930.04 180
5903595 XXXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,058.09 180
5903616 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,921.23 180
5903625 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,984.98 180
5903632 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,082.46 180
5903642 XXXXXXX XX 00000 PUD 7.750 6.750 $ 5,158.19 180
5903648 XXXXXXX XX 00000 SFD 7.625 6.750 $ 5,044.30 180
5903660 XXXX XXXXXXXX XX 00000 SFD 7.500 6.750 $ 5,450.83 180
5905265 XXXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,227.43 180
5905301 XXXXXX XX 00000 SFD 7.750 6.750 $ 1,167.19 180
5907494 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,633.89 180
5907779 XXXXXXXX XXXXX XX 00000 SFD 8.750 6.750 $ 2,998.35 180
5907812 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,153.65 180
5909762 XX XXXX XX 00000 SFD 7.750 6.750 $ 3,343.42 180
5909769 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 4,706.38 180
5909795 ST PETERSBURG FL 33703 SFD 7.625 6.750 $ 3,035.92 180
5909801 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,771.69 180
5909819 XXXX XXXXX XX 00000 HCO 7.750 6.750 $ 4,480.47 180
5909824 ST AUGUSTINE FL 32086 PUD 7.500 6.750 $ 2,712.44 180
5909839 XXXX XXXXXX XX 00000 LCO 7.625 6.750 $ 2,522.16 180
5909852 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 5,027.39 180
5909874 XXXX XX 00000 SFD 7.750 6.750 $ 2,835.91 172
5909987 XXXXXXX XX 00000 PUD 8.000 6.750 $ 3,461.18 180
5909997 XXXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,592.53 180
5911322 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,965.02 180
5911335 XXXXXX XX 00000 SFD 7.750 6.750 $ 3,802.75 180
5911351 SAG XXXXXX XX 00000 SFD 8.125 6.750 $ 2,888.65 180
5915585 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,316.12 180
5915623 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,586.32 180
5915635 XXXXX XX 00000 SFD 7.625 6.750 $ 3,689.81 180
5915643 ANA XXXXX FL 34216 SFD 7.750 6.750 $ 3,313.29 180
5915656 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,388.59 180
5915669 SEVERNA PARK MD 21146 SFD 8.000 6.750 $ 2,515.28 180
5915680 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,717.50 180
5915843 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,370.09 180
5917404 XXX XXXXXXX XX 00000 SFD 7.875 6.750 $ 4,979.37 180
5920354 XXXXXXXX XX 00000 MF2 7.000 6.733 $ 3,595.31 180
5920386 XXXX XX 00000 SFD 7.125 6.750 $ 3,170.41 180
5920411 XXX XXXX XX 00000 HCO 8.000 6.750 $ 2,637.60 180
5920518 XXXXXX XXXXXX XX 00000 SFD 7.125 6.750 $ 3,876.96 180
5920549 XXX XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,495.71 180
5920559 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 5,420.58 180
5920571 XXX XXXX XX 00000 SFD 7.250 6.750 $ 3,651.45 180
5920580 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 5,626.66 180
5921764 XXXXXX XXXX XX 00000 PUD 8.250 6.750 $ 2,895.87 180
WFMBS 2001-08 Exhibit F-3
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS [continued]
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- ----------- --------------- ------ --------- ---------- -------- ------- ------------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- ----------- --------------- ------ --------- ---------- -------- ------- ------------
5743837 1-May-15 $ 256,206.50 72.60 0.250 0.017 1.483
5769570 1-Jun-15 $ 389,085.07 47.06 0.250 0.017 0.733
5769637 1-May-15 $ 387,225.53 67.00 0.250 0.017 1.233
5769647 1-Jun-15 $ 68,710.82 45.19 0.250 0.017 1.608
5769655 1-Jun-15 $ 485,450.36 60.24 0.250 0.017 1.108
5771041 1-Mar-15 $ 91,327.03 36.99 0.250 0.017 1.483
5771062 1-Feb-15 $ 359,407.04 63.42 0.250 0.017 0.983
5793151 1-Aug-15 $ 833,562.08 50.00 0.250 0.017 1.733
5793585 1-Jul-15 $ 83,986.47 80.00 0.250 0.017 1.108
5819972 1-Dec-15 $ 330,125.49 51.07 0.250 0.017 1.108
5826423 1-Sep-15 $ 284,884.38 77.15 0.250 0.017 1.108
5831951 1-Oct-15 $ 297,278.74 80.00 0.250 0.017 1.233
5834016 1-Dec-15 $ 346,911.74 65.42 0.250 0.017 0.858
5835612 1-Oct-15 $ 344,648.33 60.55 0.250 0.017 0.483
5835628 1-Dec-15 $ 408,404.27 80.00 0.250 0.017 0.983
5842930 1-Sep-15 $ 862,140.37 63.80 0.250 0.017 1.358
5852746 1-Oct-15 $ 837,821.49 53.13 0.250 0.017 1.233
5852773 1-Oct-15 $ 443,042.39 63.25 0.250 0.017 0.733
5852930 1-Xxx-16 $ 302,466.84 78.03 0.250 0.017 1.108
5855398 1-Dec-15 $ 462,086.43 46.62 0.250 0.017 0.858
5856921 1-Xxx-16 $ 417,065.59 63.16 0.250 0.017 1.108
5859044 1-Oct-15 $ 351,206.93 74.99 0.250 0.017 1.483
5862202 1-Aug-13 $ 200,731.83 69.23 0.250 0.017 0.000
5864816 1-Xxx-16 $ 337,962.28 80.00 0.250 0.017 0.608
5865453 1-Xxx-16 $ 394,175.26 60.53 0.250 0.017 0.858
5866157 1-Dec-15 $ 360,653.79 80.00 0.250 0.017 0.733
5870288 1-Nov-15 $ 383,370.12 80.00 0.250 0.017 0.733
5872111 1-Aug-15 $ 97,567.10 62.50 0.375 0.017 1.233
5872116 1-Jun-15 $ 150,201.12 100.00 0.375 0.017 1.858
5872126 1-Aug-15 $ 490,009.95 60.61 0.375 0.017 1.233
5872136 1-Xxx-15 $ 56,078.41 48.78 0.375 0.017 0.858
5872138 1-Nov-15 $ 197,664.91 88.89 0.375 0.017 0.858
5872142 1-Jul-15 $ 489,147.68 45.80 0.375 0.017 1.858
5872144 1-Nov-15 $ 420,091.88 100.00 0.375 0.017 0.983
5872170 1-Nov-15 $ 592,284.51 100.00 0.375 0.017 1.233
5872177 1-Nov-15 $ 59,218.57 18.75 0.375 0.017 0.858
5872842 1-Dec-15 $ 432,193.58 80.00 0.375 0.017 0.858
5872857 1-Nov-15 $ 197,664.91 62.50 0.375 0.017 0.858
5873524 1-Nov-15 $ 301,399.88 70.11 0.250 0.017 0.858
5873529 1-Oct-15 $ 374,251.83 80.00 0.250 0.017 0.608
5873533 1-Nov-15 $ 391,325.76 80.00 0.250 0.017 0.858
5873545 1-Dec-15 $ 297,494.68 50.00 0.250 0.017 1.483
5873548 1-Dec-15 $ 644,400.96 52.00 0.250 0.017 1.233
5873559 1-Nov-15 $ 335,444.07 26.74 0.250 0.017 1.108
5875303 1-Nov-15 $ 281,635.96 47.90 0.250 0.017 0.858
5875316 1-Dec-15 $ 446,115.51 52.94 0.250 0.017 1.108
5875335 1-Dec-15 $ 316,215.93 74.79 0.250 0.017 0.983
5875340 1-Nov-10 $ 254,258.15 53.06 0.250 0.017 0.983
5875363 1-Dec-15 $ 294,464.31 90.00 11 0.250 0.017 1.233
5877037 1-Nov-15 $ 494,225.71 66.67 0.250 0.017 1.108
5877041 1-Nov-15 $ 428,326.63 80.00 0.250 0.017 0.858
5877051 1-Dec-15 $ 197,403.51 80.00 0.250 0.017 0.608
5877063 1-Nov-15 $ 484,216.28 79.93 0.250 0.017 0.858
5877067 1-Nov-15 $ 286,429.75 49.15 0.250 0.017 0.483
5877073 1-Nov-15 $ 642,410.89 60.47 0.250 0.017 0.983
5877099 1-Nov-15 $ 172,956.79 70.00 0.250 0.017 0.983
5877122 1-Dec-10 $ 472,130.52 75.00 0.250 0.017 1.108
5877130 1-Nov-15 $ 53,369.53 57.45 0.250 0.017 0.983
5877158 1-Dec-15 $ 49,563.61 25.00 0.250 0.017 0.983
5877176 1-Nov-15 $ 428,381.54 80.00 0.250 0.017 0.983
5877183 1-Nov-15 $ 395,174.83 80.00 0.250 0.017 0.608
5877195 1-Dec-15 $ 300,533.16 52.72 0.250 0.017 1.108
5877256 1-Nov-15 $ 87,850.68 70.00 0.250 0.017 0.858
5877333 1-Nov-15 $ 86,181.88 80.00 0.250 0.017 0.983
5879797 1-Dec-15 $ 285,374.35 80.00 0.250 0.017 1.108
5879807 1-Nov-15 $ 345,638.93 44.87 0.250 0.017 0.233
5879818 1-Dec-15 $ 417,570.51 74.69 0.250 0.017 0.858
5879819 1-Nov-15 $ 451,289.65 80.00 0.250 0.017 0.608
5879821 1-Dec-15 $ 297,197.18 58.82 0.250 0.017 0.733
5879825 1-Dec-15 $ 346,911.71 59.83 0.250 0.017 0.858
5879826 1-Dec-15 $ 586,718.99 77.89 0.250 0.017 0.733
5879836 1-Nov-15 $ 298,869.33 80.00 0.250 0.017 0.983
5879840 1-Dec-15 $ 293,472.85 49.33 0.250 0.017 1.233
5879847 1-Dec-15 $ 297,352.91 66.67 0.250 0.017 0.858
5879858 1-Nov-15 $ 299,835.46 90.00 11 0.250 0.017 1.233
5880077 1-Nov-15 $ 237,197.86 78.22 0.250 0.017 0.983
5880083 1-Dec-15 $ 336,966.98 64.03 0.250 0.017 0.733
5880089 1-Nov-15 $ 288,553.33 80.00 0.250 0.017 0.858
5880092 1-Dec-15 $ 295,151.37 79.99 0.250 0.017 0.983
5880097 1-Nov-15 $ 284,600.56 80.00 0.250 0.017 0.858
5880100 1-Dec-15 $ 281,063.90 79.99 0.250 0.017 0.483
5880103 1-Dec-15 $ 412,248.29 80.00 0.250 0.017 0.608
5880108 1-Nov-15 $ 365,330.70 72.55 0.250 0.017 0.858
5880115 1-Nov-15 $ 312,822.43 56.71 0.250 0.017 1.233
5881157 1-Dec-15 $ 329,598.12 78.24 0.250 0.017 0.983
5884545 1-Feb-16 $ 997,012.87 55.71 0.250 0.017 0.608
5885418 1-Xxx-16 $ 266,412.75 74.44 0.250 0.017 1.108
5885428 1-Xxx-16 $ 442,270.07 40.45 0.250 0.017 0.733
5885440 1-Nov-15 $ 293,455.99 28.98 0.250 0.017 0.733
5885453 1-Dec-15 $ 325,601.42 90.00 06 0.250 0.017 0.858
5885468 1-Nov-15 $ 286,255.52 80.00 0.250 0.017 1.108
5890464 1-Dec-15 $ 288,638.76 77.61 0.250 0.017 1.108
5890489 1-Dec-15 $ 503,468.28 80.00 0.250 0.017 0.733
5890683 1-Dec-15 $ 444,994.05 76.51 0.250 0.017 0.108
5890713 1-Xxx-16 $ 298,221.62 80.00 0.250 0.017 0.733
5890722 1-Xxx-16 $ 392,681.00 78.22 0.250 0.017 0.858
5890726 1-Dec-15 $ 644,137.99 76.47 0.250 0.017 0.608
5891638 1-Xxx-16 $ 566,981.45 80.00 0.250 0.017 0.608
5891644 1-Dec-15 $ 594,201.76 50.00 0.250 0.017 0.983
5891653 1-Xxx-16 $ 66,797.84 80.00 0.250 0.017 1.358
5891720 1-Xxx-16 $ 336,018.25 78.60 0.250 0.017 0.858
5891750 1-Xxx-16 $ 593,195.15 60.67 0.250 0.017 0.358
5891779 1-Xxx-16 $ 338,028.35 52.71 0.250 0.017 0.983
5891816 1-Xxx-16 $ 486,253.24 16.31 0.250 0.017 0.000
5891864 1-Xxx-16 $ 347,736.77 17.50 0.250 0.017 0.000
5893443 1-Dec-15 $ 644,201.59 66.67 0.250 0.017 0.733
5893468 1-Xxx-16 $ 586,502.52 66.29 0.250 0.017 0.733
5893518 1-Xxx-16 $ 149,110.80 60.24 0.250 0.017 0.733
5893544 1-Xxx-16 $ 497,068.41 55.56 0.250 0.017 0.858
5893566 1-Xxx-16 $ 447,273.39 66.18 0.250 0.017 0.483
5894249 1-Xxx-16 $ 298,241.05 45.45 0.250 0.017 0.858
5894262 1-Xxx-16 $ 646,061.57 76.02 0.250 0.017 0.483
5894275 1-Xxx-16 $ 283,309.26 67.06 0.250 0.017 1.108
5895551 1-Dec-15 $ 555,112.57 79.99 0.250 0.017 0.983
5895586 1-Dec-15 $ 513,178.31 75.00 0.250 0.017 1.483
5895729 1-Xxx-16 $ 517,017.62 61.18 0.250 0.017 1.108
5895745 1-Xxx-16 $ 341,457.56 79.71 0.250 0.017 0.733
5895777 1-Xxx-16 $ 332,280.77 80.00 0.250 0.017 0.858
5895899 1-Xxx-16 $ 468,009.12 75.00 0.250 0.017 0.733
5895967 1-Dec-15 $ 401,386.28 76.42 0.250 0.017 0.733
5895975 1-Dec-15 $ 380,648.62 80.00 0.250 0.017 0.983
5895987 1-Xxx-16 $ 298,241.05 65.54 0.250 0.017 0.858
5895990 1-Xxx-16 $ 121,432.57 75.00 0.250 0.017 0.858
5896058 1-Dec-15 $ 168,483.49 52.47 0.250 0.017 0.733
5896067 1-Xxx-16 $ 280,399.04 80.00 0.250 0.017 1.108
5896328 1-Xxx-16 $ 155,807.73 80.00 0.250 0.017 0.000
5896335 1-Xxx-16 $ 54,673.97 47.83 0.250 0.017 0.733
5896407 1-Xxx-16 $ 298,094.66 66.67 0.250 0.017 0.358
5896450 1-Dec-15 $ 128,811.67 72.22 0.250 0.017 1.233
5896471 1-Dec-15 $ 284,467.61 70.00 0.250 0.017 0.858
5896480 1-Dec-15 $ 644,009.20 76.02 0.250 0.017 0.358
5896510 1-Xxx-16 $ 318,661.82 46.45 0.250 0.017 1.108
5896530 1-Dec-15 $ 343,706.33 80.00 0.250 0.017 0.733
5896583 1-Dec-10 $ 143,537.74 80.00 0.250 0.017 1.358
5897955 1-Xxx-16 $ 99,420.09 40.00 0.250 0.017 0.983
5897965 1-Xxx-16 $ 301,969.05 75.00 0.250 0.017 0.858
5900535 1-Nov-15 $ 343,036.30 76.26 0.250 0.017 1.233
5900547 1-Oct-15 $ 640,788.26 76.92 0.250 0.017 1.358
5900559 1-Oct-15 $ 521,386.82 79.56 0.250 0.017 1.108
5900569 1-Sep-15 $ 294,767.73 46.15 0.250 0.017 1.108
5900597 1-Oct-15 $ 547,946.44 80.00 0.250 0.017 1.108
5900612 1-Dec-15 $ 297,410.34 29.21 0.250 0.017 1.108
5900623 1-Nov-15 $ 326,230.51 70.66 0.250 0.017 1.233
5900627 1-Nov-15 $ 296,497.33 77.92 0.250 0.017 0.983
5900635 1-Oct-15 $ 291,665.60 80.00 0.250 0.017 0.983
5901483 1-Dec-15 $ 322,727.03 80.00 0.250 0.017 0.858
5903531 1-Nov-15 $ 295,728.55 78.76 0.250 0.017 0.733
5903547 1-Xxx-16 $ 437,476.46 80.00 0.250 0.017 1.108
5903564 1-Dec-15 $ 480,720.53 71.85 0.250 0.017 0.858
5903580 1-Nov-15 $ 493,856.42 35.46 0.250 0.017 0.858
5903590 1-Dec-15 $ 624,379.99 63.00 0.250 0.017 0.733
5903595 1-Dec-15 $ 276,940.52 78.05 0.250 0.017 0.983
5903616 1-Dec-15 $ 305,176.47 80.00 0.250 0.017 0.858
5903625 1-Nov-15 $ 318,073.46 80.00 0.250 0.017 0.483
5903632 1-Xxx-16 $ 323,094.47 74.71 0.250 0.017 0.858
5903642 1-Dec-15 $ 534,053.25 80.00 0.250 0.017 0.733
5903648 1-Dec-15 $ 534,622.38 80.00 0.250 0.017 0.608
5903660 1-Xxx-16 $ 584,437.24 80.00 0.250 0.017 0.483
5905265 1-Xxx-16 $ 351,360.61 70.71 0.250 0.017 0.233
5905301 1-Dec-15 $ 122,823.41 69.84 0.250 0.017 0.733
5907494 1-Nov-15 $ 387,219.86 43.08 0.250 0.017 0.483
5907779 1-Oct-15 $ 295,518.46 49.59 0.250 0.017 1.733
5907812 1-Nov-15 $ 325,826.44 75.00 0.250 0.017 0.983
5909762 1-Nov-15 $ 350,961.48 80.00 0.250 0.017 0.733
5909769 1-Xxx-16 $ 497,036.04 56.52 0.250 0.017 0.733
5909795 1-Dec-15 $ 322,069.01 73.03 0.250 0.017 0.608
5909801 1-Xxx-16 $ 407,488.51 53.59 0.250 0.017 0.358
5909819 1-Xxx-16 $ 472,952.84 80.00 0.250 0.017 0.733
5909824 1-Dec-15 $ 281,623.51 95.00 11 0.250 0.017 0.483
5909839 1-Dec-15 $ 267,564.54 26.02 0.250 0.017 0.608
5909852 1-Xxx-16 $ 543,152.36 61.75 0.250 0.017 0.358
5909874 1-Mar-15 $ 290,214.89 53.55 0.250 0.017 0.733
5909987 1-Xxx-16 $ 359,643.78 90.00 12 0.250 0.017 0.983
5909997 1-Dec-15 $ 281,353.69 80.00 0.250 0.017 0.233
5911322 1-Xxx-16 $ 313,132.69 90.00 6 0.250 0.017 0.733
5911335 1-Xxx-16 $ 401,605.13 80.00 0.250 0.017 0.733
5911351 1-Xxx-16 $ 298,279.39 44.12 0.250 0.017 1.108
5915585 1-Xxx-16 $ 350,211.58 65.00 0.250 0.017 0.733
5915623 1-Xxx-16 $ 396,475.02 79.96 0.250 0.017 0.000
5915635 1-Dec-15 $ 391,250.88 69.91 0.250 0.017 0.608
5915643 1-Dec-15 $ 348,331.01 80.00 0.250 0.017 0.733
5915656 1-Xxx-16 $ 357,865.95 80.00 0.250 0.017 0.733
5915669 1-Sep-15 $ 258,559.58 80.00 0.250 0.017 0.983
5915680 1-Feb-16 $ 299,062.82 59.10 0.250 0.017 0.108
5915843 1-Dec-15 $ 346,978.74 50.00 0.250 0.017 1.108
5917404 1-Xxx-16 $ 519,166.43 75.00 0.250 0.017 0.858
5920354 1-Xxx-16 $ 397,468.68 42.11 0.250 0.017 0.000
5920386 1-Xxx-16 $ 347,808.95 46.67 0.250 0.017 0.108
5920411 1-Feb-16 $ 275,202.40 80.00 0.250 0.017 0.983
5920518 1-Xxx-16 $ 425,320.65 63.88 0.250 0.017 0.108
5920549 1-Nov-15 $ 375,315.87 44.71 0.250 0.017 0.358
5920559 1-Feb-16 $ 591,966.96 26.99 0.250 0.017 0.233
5920571 1-Dec-15 $ 345,361.49 64.52 0.250 0.017 0.233
5920580 1-Feb-16 $ 624,025.01 46.37 0.250 0.017 0.000
5921764 1-Feb-16 $ 297,656.32 74.63 0.250 0.017 1.233
$ 70,905,797.22
COUNT: 195
WAC: 7.858328156
WAM: 175.7591517
WALTV: 67.22249341
WFMBS
WFMBS 2001-08 Exhibit F-3
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS
(i) (xvi) (xvii)
----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ----------------------------- ----------------------------
0000000 BANK OF AMERICA, NA BANK OF AMERICA, NA
0000000 XXXXXX SAVINGS & LOAN XXXXX XXXXXX SAVINGS & LOAN ASSOC
5769637 XXXXXX SAVINGS & LOAN XXXXX XXXXXX SAVINGS & LOAN ASSOC
5769647 XXXXXX SAVINGS & LOAN XXXXX XXXXXX SAVINGS & LOAN ASSOC
5769655 XXXXXX SAVINGS & LOAN XXXXX XXXXXX SAVINGS & LOAN ASSOC
5771041 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5771062 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5793151 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5793585 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5819972 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5826423 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5831951 NAVY FEDERAL CREDIT UNION NAVY FEDERAL CREDIT UNION
5834016 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5835612 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5835628 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5842930 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
0000000 BANK OF AMERICA, NA BANK OF AMERICA, NA
0000000 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5852930 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5855398 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5856921 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5859044 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5862202 NATIONAL CITY MORTGAGE NATIONAL CITY MORTGAGE
5864816 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5865453 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5866157 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5870288 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872116 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872126 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872136 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872138 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872142 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872144 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872170 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872177 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872842 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872857 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5873524 CHASE MANHATTAN MORTGAGE COR CHASE MANHATTAN MORTGAGE COR
5873529 CHASE MANHATTAN MORTGAGE COR CHASE MANHATTAN MORTGAGE COR
5873533 CHASE MANHATTAN MORTGAGE COR CHASE MANHATTAN MORTGAGE COR
5873545 CHASE MANHATTAN MORTGAGE COR CHASE MANHATTAN MORTGAGE COR
5873548 CHASE MANHATTAN MORTGAGE COR CHASE MANHATTAN MORTGAGE COR
5873559 CHASE MANHATTAN MORTGAGE COR CHASE MANHATTAN MORTGAGE COR
5875303 FLEET REAL ESTATE FUNDING CO FLEET REAL ESTATE FUNDING CO
5875316 FLEET REAL ESTATE FUNDING CO FLEET REAL ESTATE FUNDING CO
5875335 FLEET REAL ESTATE FUNDING CO FLEET REAL ESTATE FUNDING CO
5875340 FLEET REAL ESTATE FUNDING CO FLEET REAL ESTATE FUNDING CO
5875363 FLEET REAL ESTATE FUNDING CO FLEET REAL ESTATE FUNDING CO
5877037 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877041 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877051 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877063 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877067 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877073 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877099 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877122 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877130 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877158 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877176 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877183 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877195 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877256 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877333 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5879797 HOMESIDE LENDING HOMESIDE LENDING
5879807 HOMESIDE LENDING HOMESIDE LENDING
5879818 HOMESIDE LENDING HOMESIDE LENDING
5879819 HOMESIDE LENDING HOMESIDE LENDING
5879821 HOMESIDE LENDING HOMESIDE LENDING
5879825 HOMESIDE LENDING HOMESIDE LENDING
5879826 HOMESIDE LENDING HOMESIDE LENDING
5879836 HOMESIDE LENDING HOMESIDE LENDING
5879840 HOMESIDE LENDING HOMESIDE LENDING
5879847 HOMESIDE LENDING HOMESIDE LENDING
5879858 HOMESIDE LENDING HOMESIDE LENDING
5880077 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880083 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880089 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880092 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880097 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880100 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880103 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880108 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880115 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5881157 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5884545 FLEET REAL ESTATE FUNDING CO FLEET REAL ESTATE FUNDING CO
5885418 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5885428 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5885440 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5885453 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5885468 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5890464 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5890489 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5890683 HOMESIDE LENDING HOMESIDE LENDING
5890713 HOMESIDE LENDING HOMESIDE LENDING
5890722 HOMESIDE LENDING HOMESIDE LENDING
5890726 HOMESIDE LENDING HOMESIDE LENDING
5891638 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5891644 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5891653 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5891720 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5891750 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5891779 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5891816 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5891864 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5893443 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5893468 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5893518 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5893544 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5893566 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5894249 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5894262 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5894275 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895551 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5895586 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5895729 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895745 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895777 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895899 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895967 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895975 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895987 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895990 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896058 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896067 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896328 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896335 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896407 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896450 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896471 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896480 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896510 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896530 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5896583 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5897955 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5897965 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5900535 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5900547 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5900559 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5900569 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5900597 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5900612 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5900623 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5900627 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5900635 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5901483 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5903531 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903547 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903564 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903580 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903590 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903595 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903616 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903625 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903632 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903642 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903648 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903660 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5905265 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5905301 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5907494 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907779 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907812 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909762 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909769 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909795 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909801 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909819 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909824 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909839 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909852 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909874 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909987 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909997 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5911322 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5911335 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5911351 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5915585 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915623 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915635 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915643 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915656 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915669 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915680 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915843 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5917404 XXXXX XXXXX SAVINGS BANK XXXXX XXXXX SAVINGS BANK
0000000 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920386 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920411 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920518 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920549 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920559 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920571 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920580 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5921764 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
COUNT: 195
WAC: 7.858328156
WAM: 175.7591517
WALTV: 67.22249341
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: _________________________________________
Servicer
Loan No.: _________________________________________
Custodian/Trust Administrator
Name: _________________________________________
Address: _________________________________________
_________________________________________
Custodian/Trustee
Mortgage File No.: _________________________________________
Seller
Name: _________________________________________
Address: _________________________________________
_________________________________________
Certificates: Mortgage Pass-Through Certificates,
Series 2001-8
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trust Administrator for the Holders
of Mortgage Pass-Through Certificates, Series 2001-8, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of March 30, 2001 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 20__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
___________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the
Mortgage Loan relating to the Documents has been liquidated and the
proceeds thereof have been remitted to the Certificate Account and
except as expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all
other property in the Master Servicer's possession, custody or
control.
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
By: _____________________________________
Name:
Title:
Date: ________________, 20__
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4)
OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
[ ].
3. That the Purchaser is not a "disqualified organization"
within the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986,
as amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Wells Fargo Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2001-8, Class A-R
Certificate (the "Class A-R Certificate") for the account of, or as agent
(including a broker, nominee, or other middleman) for, any person or entity from
which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a "disqualified organization" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities are subject to
tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class A-R
Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class A-R Certificate in excess of cash flows
generated by the Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a
person other than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or successor form at the time
and in the manner required by the Code or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trust Administrator an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
A-R Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class A-R Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the
Master Servicer as its agent to act as "tax matters person" of the REMIC
pursuant to Section 8.14 of the Pooling and Servicing Agreement, and if such
designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to
be executed on its behalf, pursuant to authority of its Board of Directors, by
its [Title of Officer] this ___ day of , 20__.
[Name of Purchaser]
By: _____________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of __________, 20__.
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 20__.
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Wells Fargo Asset Securities Corporation,
Series 2001-8, Class A-R
------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
EXHIBIT X
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-8
CLASS [B-4] [B-5] [B-6] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Wells Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Wells
Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series
2001-8, Class [B-4] [B-5] [B-6] Certificates (the "Class [B-4] [B-5] [B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and
not otherwise defined herein shall have the meaning ascribed to it in the
Pooling and Servicing Agreement, dated as of March 30, 2001 (the "Pooling and
Servicing Agreement") among Wells Fargo Asset Securities Corporation, as seller
(the "Seller"), Wells Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), of Wells Fargo Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2001-8.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class [B-4] [B-5] [B-6] Certificates,
and to enter into this Agreement, and duly executed and delivered this
Agreement.
(b) The Purchaser is acquiring the Class [B-4] [B-5] [B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
(c) [The Purchaser has knowledge of financial and business
matters and is capable of evaluating the merits and risks of an investment in
the Class [B-4] [B-5] [B-6] Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the economic
risk of an investment in the Class [B-4] [B-5] [B-6] Certificates and can afford
a complete loss of such investment.]
[(d) The Purchaser is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act.]
(e) The Purchaser confirms that (a) it has received and reviewed
a copy of the Private Placement Memorandum dated _______________, relating to
the Class [B-4] [B-5] [B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [B-4] [B-5] [B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [B-4] [B-5] [B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [B-4] [B-5] [B-6] Certificates. The Purchaser will not
use or disclose any information it receives in connection with its purchase of
the Class [B-4] [B-5] [B-6] Certificates other than in connection with a
subsequent sale of Class [B-4] [B-5] [B-6] Certificates.
(f) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-4] [B-5] [B-6] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4] [B-5] [B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trust Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as the Seller or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of counsel to
the effect that the proposed transfer will not cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trust
Administrator, the Trustee, the Seller or the Master Servicer to any obligation
in addition to those undertaken in the Pooling and Servicing Agreement
(including any liability for civil penalties or excise taxes imposed pursuant to
XXXXX, Xxxxxxx 0000 of the Code or Similar Law).
(g) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [B-4] [B-5] [B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [B-4] [B-5] [B-6] Certificates.
(a) The Purchaser understands that the Class [B-4] [B-5] [B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-4] [B-5] [B-6] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor the Trust
Administrator is under any obligation to register the Class [B-4] [B-5] [B-6]
Certificates or make an exemption available. In the event that such a transfer
is to be made in reliance upon an exemption from the Act or applicable state
securities laws, (i) the Trust Administrator shall require, in order to assure
compliance with such laws, that the Certificateholder's prospective transferee
certify to the Seller and the Trust Administrator as to the factual basis for
the registration or qualification exemption relied upon, and (ii) unless the
transferee is a "Qualified Institutional Buyer" within the meaning of Rule 144A
of the Act, the Trust Administrator or the Seller may, if such transfer is made
within three years from the later of (a) the Closing Date or (b) the last date
on which the Seller or any affiliate thereof was a holder of the Certificates
proposed to be transferred, require an Opinion of Counsel that such transfer may
be made pursuant to an exemption from the Act and state securities laws, which
Opinion of Counsel shall not be an expense of the Trust Administrator, the
Master Servicer or the Seller. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Master Servicer, any Paying Agent acting on behalf of the
Trust Administrator and the Seller against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class [B-4] [B-5] [B-6] shall be made unless
the transferee provides the Seller and the Trust Administrator with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-4] [B-5] [B-6]
bear a legend setting forth the applicable restrictions on transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to
be validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: _____________________________
Its:_____________________________
EXHIBIT K
[Reserved]
EXHIBIT L
SERVICING AGREEMENTS
WFHM Servicing Agreement
National City Mortgage Co. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
HSBC Mortgage Corporation (USA) Servicing Agreement
HomeSide Lending, Inc. Servicing Agreement
Fleet Mortgage Corp. Servicing Agreement
Chase Manhattan Mortgage Corporation Servicing Agreement
Cendant Mortgage Corporation Servicing Agreement
Old Kent Mortgage Company Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Xxxxxx Savings and Loan Association, F.A. Servicing Agreement
Bank of America, N.A. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
Xxxxx Xxxxx Bank, F.S.B. Servicing Agreement
Hibernia National Bank Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Navy Federal Credit Union Servicing Agreement
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
-----------------------------------------------
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of ______, between Wells Fargo Bank
Minnesota, National Association (the "Company" and "Wells Fargo Bank") and (the
"Purchaser").
PRELIMINARY STATEMENT
_____________________________ is the holder of the entire interest
in Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2001-8, Class ____ (the "Class B Certificates"). The Class B Certificates
were issued pursuant to a Pooling and Servicing Agreement dated as of March 30,
2001 among Wells Fargo Asset Securities Corporation, as seller (the "Seller"),
Wells Fargo Bank Minnesota, National Association, as Master Servicer and First
Union National Bank, as Trust Administrator and the United States Trust Company
of New York, as Trustee.
_____________________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01
hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least P-1 by Moody's Investors Service, Inc.
("Moody's") or at least F-1 by Fitch, Inc. ("Fitch") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least AA by Fitch or
Aa2 by Moody's, (y) the certificate of deposit or other unsecured short-term
debt obligations of such depository institution or trust company have a rating
of at least P-1 by Moody's or F-1 by Fitch or (z) the depository institution or
trust company is one that is acceptable to either Moody's or Fitch and, for each
of the preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be
not later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in
accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders
pursuant to the Pooling and Servicing Agreement), the Company, shall
provide to the Purchaser a report, using the same methodology and
calculations in its standard servicing reports, indicating for the
Trust Estate the number of Mortgage Loans that are (A) thirty days, (B)
sixty days, (C) ninety days or more delinquent or (D) in foreclosure,
and indicating for each such Mortgage Loan the loan number and
outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company
as Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such
notice may be provided to the Purchaser in the form of a copy of a
referral letter from such Servicer to an attorney requesting the
institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Wells Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-8. Amounts held in the Collateral Fund
shall continue to be the property of the Purchaser, subject to the first
priority security interest granted hereunder for the benefit of the
Certificateholders, until withdrawn from the Collateral Fund pursuant to Section
2.02 or 2.03 hereof. The Collateral Fund shall be an "outside reserve fund"
within the meaning of the REMIC Provisions, beneficially owned by the Purchaser
for federal income tax purposes. All income, gain, deduction or loss with
respect to the Collateral Fund shall be that of the Purchaser. All distributions
from the Trust Fund to the Collateral Fund shall be treated as distributed to
the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest
in the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 Notices
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Wells Fargo Bank Minnesota, National Association
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, XX 00000
Attention: Vice President, Master Servicing
Phone: 000-000-0000
Fax: 000-000-0000
(b) in the case of the Purchaser,
__________________________
__________________________
__________________________
Attention: _______________
Section 4.05 Severability of Provisions
If any one or more of the covenants, agreements, provision or
terms of this Agreement shall be for any reason whatsoever, including
regulatory, held invalid, then such covenants, agreements, provisions or terms
of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement.
Section 4.06 Successors and Assigns
The provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto,
and all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07 Article and Section Headings
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality
The Purchaser agrees that all information supplied by or on
behalf of the Company pursuant to Sections 2.01 or 2.02, including individual
account information, is the property of the Company and the Purchaser agrees to
hold such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer,
director, employee, affiliate or independent contractor acting at such party's
direction will disclose the terms of Section 4.09 of this Agreement to any
person or entity other than such party's legal counsel except pursuant to a
final, non-appealable order of court, the pendency of such order the other
party will have received notice of at least five business days prior to the date
thereof, or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification
The Purchaser agrees to indemnify and hold harmless the Company,
the Seller, and each Servicer and each person who controls the Company, the
Seller, or a Servicer and each of their respective officers, directors,
affiliates and agents acting at the Company's, the Seller's, or a Servicer's
direction (the "Indemnified Parties") against any and all losses, claims,
damages or liabilities to which they may be subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of, or
are based upon, actions taken by, or actions not taken by, the Company, the
Seller, or a Servicer, or on their behalf, in accordance with the provisions of
this Agreement and (i) which actions conflict with the Company's, the Seller's,
or a Servicer's obligations under the Pooling and Servicing Agreement or the
related Servicing Agreement, or (ii) give rise to securities law liability under
federal or state securities laws with respect to the Certificates. The Purchaser
hereby agrees to reimburse the Indemnified Parties for the reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action. The indemnification
obligations of the Purchaser hereunder shall survive the termination or
expiration of this Agreement.
IN WITNESS WHEREOF, the Company and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Wells Fargo Bank Minnesota, National
Association
By: ___________________________________
Name:
Title:
______________________________
By: ___________________________________
Name:
Title:
