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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 December 22, 2000
$300,338,225.76
Mortgage Pass-Through Certificates
Series 2000-14
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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................................
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
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EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR 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 2000-14 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Type 1 Mortgage Loans
EXHIBIT F-2 - Schedule of Other Servicer Mortgage Loans
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of 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 December 22, 2000
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.
Accretion Directed Certificates: The Class A-1, Class A-3, Class
A-4, Class A-8 and Class A-9 Certificates.
Accretion Termination Date: For the Class A-5 Certificates, the
earlier to occur of (i) the Distribution Date following the Distribution Date on
which the Principal Balances of the Class A-1, Class A-3, Class A-4, Class A-8
and Class A-9 Certificates have been reduced to zero or (ii) the Cross-Over
Date.
Accrual Certificates: The Class A-5 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to
the Accretion Termination Date and the Accrual Certificates, an amount equal to
the sum of (i) the Class A Interest Percentage of such Accrual Certificates of
the Current Class A Interest Distribution Amount and (ii) the Class A Interest
Shortfall Percentage of the Accrual Certificates of the amount distributed in
respect of the Classes of Class A Certificates pursuant to Paragraph second of
Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or
after the Accretion Termination Date, zero.
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)(i) for such Distribution Date
without regard to the provisos in the definitions of Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class
B-6 Optimal Principal Amount.
Aggregate Class A 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)(i) 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.
Aggregate Non-PO Principal Balance: With respect to any Distribution
Date, the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance as of 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
$103,183.18 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
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The 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-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-PO
Certificates, Class A-R Certificate or Class A-LR 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-5, Class A-6, Class A-10
and 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)(i). As to the Accrual Certificates, (a) as to any Distribution
Date prior to the Accretion Termination Date, the amount distributable to the
Accrual Certificates pursuant to the provisos in Paragraphs first and second of
Section 4.01(a)(i) and Paragraph third clause (A) of Section 4.01(a)(i) and (b)
as to any Distribution Date on or after the Accretion Termination Date, the
amount distributable to the Accrual Certificates pursuant to Paragraphs first,
second and third clause (A) of Section 4.01(a)(i). As to the Class A-6 and Class
A-10 Certificates, the amount distributable to each such Class pursuant to
Paragraphs first and second of Section 4.01(a)(i). As to any Distribution Date
and the Class A-PO Certificates, the amount distributable to the Class A-PO
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a)(i) 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)(i), including, in the case of the Accrual
Certificates prior to the Accretion Termination Date, the amount included in the
Accrual Distribution Amount pursuant to clause (i) of the definition thereof.
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 sum of (i) the Principal Balances of the Class A Certificates
(other than the Accrual Certificates and the Class A-PO Certificates); and (ii)
with respect to the Accrual Certificates, the lesser of the Principal Balance of
the Accrual Certificates and the Original Principal Balance of the Accrual
Certificates.
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 (or, in the case of the Accrual Certificates, the Original Principal
Balance of such Class if lower) 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 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)(i).
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 sum of (i) the sum of the Accrual Distribution Amounts, if any, with
respect to such Distribution Date and (ii) the Class A Non-PO Principal Amount
with respect to such Distribution Date.
Class A Pass-Through Rate: As to the Class A-5, Class A-6, Class
A-10, Class A-R and Class A-LR Certificates, the Class A Fixed Pass-Through
Rate. As to the Class A-1 Certificates, 6.850% per annum. As to the Class A-2
and Class A-7 Certificates, 7.000% per annum. As to the Class A-3 Certificates,
7.410% per annum. As to the Class A-4 Certificates, 7.250% per annum. As to the
Class A-8 Certificates, 7.150% per annum. As to the Class A-9 Certificates,
6.750% per annum. The Class A-PO Certificates are not entitled to interest and
have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or
prior to the 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 December 2005, 100%. As to any Distribution
Date subsequent to December 2005 to and including the Distribution Date in
December 2006, 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 December 2006 to and including the Distribution Date in
December 2007, 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 December 2007 to and including the Distribution Date in
December 2008, 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 December 2008 to and including the Distribution Date in
December 2009, 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 December 2009, 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 December
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 January 2006 and December 2006, (2) 35% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including January 2007 and December 2007, (3) 40% of the Original Class B
Principal Balance if such Distribution Date occurs between and including January
2008 and December 2008, (4) 45% of the Original Class B Principal Balance if
such Distribution Date occurs between and including January 2009 and December
2009, and (5) 50% of the Original Class B Principal Balance, if such
Distribution Date occurs during or after January 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-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-PO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates, the amount, if any, by which the aggregate of
the Class A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class (or in
the case of the Accrual Certificates prior to the Accretion Termination Date,
the amount included in the Accrual Distribution Amount pursuant to clause (ii)
of the definition thereof) on prior Distribution Dates pursuant to Paragraph
second of Section 4.01(a)(i).
Class A-1 Certificate: Any one of the Certificates executed by the
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-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 A-2 and
Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-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 A-3 and
Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-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 A-4 and
Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-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 A-5 and
Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-6 and
Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-6 Interest Accrual Amount: As to any Distribution Date, (i)
the product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-6
Certificates and (B) the Class A-6 Notional Amount as of such Distribution Date
minus (ii) the Class A Interest Percentage of the Class A-6 Certificates of (a)
any Non-Supported Interest Shortfall allocated to the Class A Certificates, (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).
Class A-6 Notional Amount: As to any Distribution Date, an amount
equal to the sum of (i) 8.0000000000% of the Principal Balance of the Class A-1
Certificates, (ii) 6.0000000000% of the Principal Balance of the Class A-2
Certificates, (iii) 1.2000000000% of the Principal Balance of the Class A-3
Certificates, (iv) 4.0000000000% of the Principal Balance of the Class A-8
Certificates.
Class A-7 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-7 and
Exhibit C hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-8 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-8 and
Exhibit C hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-9 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-9 and
Exhibit C hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-10 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-10 and
Exhibit C hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-10 Interest Accrual Amount: As to any Distribution Date, (i)
the product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-10
Certificates and (B) the Class A-10 Notional Amount as of such Distribution Date
minus (ii) the Class A Interest Percentage of the Class A-10 Certificates of (a)
any Non-Supported Interest Shortfall allocated to the Class A Certificates, (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).
Class A-10 Notional Amount: As to any Distribution Date, an amount
equal to the sum of (i) 3.3333333333% of the Principal Balance of the Class A-4
Certificates, (ii) 6.0000000000% of the Principal Balance of the Class A-7
Certificates and (iii) 10.0000000000% of the Principal Balance of the Class A-9
Certificates.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L1 Interest Fraction: A fraction the numerator of which is
equal to 8.0000000000% of the Principal Balance of the Class A-1 Certificates
and the denominator is equal to the Class A-6 Notional Amount.
Class A-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest Fraction: A fraction the numerator of which is
equal to 6.0000000000% of the Principal Balance of the Class A-2 Certificates
and the denominator is equal to the Class A-6 Notional Amount.
Class A-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L3 Interest Fraction: A fraction the numerator of which is
equal to 1.2000000000% of the Principal Balance of the Class A-3 Certificates
and the denominator is equal to the Class A-6 Notional Amount.
Class A-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L4 Interest Fraction: A fraction the numerator of which is
equal to 3.3333333333% of the Principal Balance of the Class A-4 Certificates
and the denominator is equal to the Class A-10 Notional Amount.
Class A-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L7 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L7 Interest Fraction: A fraction the numerator of which is
equal to 6.0000000000% of the Principal Balance of the Class A-7 Certificates
and the denominator is equal to the Class A-10 Notional Amount.
Class A-L8 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L8 Interest Fraction: A fraction the numerator of which is
equal to 4.0000000000% of the Principal Balance of the Class A-8 Certificates
and the denominator is equal to the Class A-6 Notional Amount.
Class A-L9 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L9 Interest Fraction: A fraction the numerator of which is
equal to 10.0000000000% of the Principal Balance of the Class A-9 Certificates
and the denominator is equal to the Class A-10 Notional Amount.
Class A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trustee and
authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-LR and Exhibit C hereto.
Class A-LR Certificateholder: The registered holder of the Class
A-LR Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the
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)(i) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
Applicable Unscheduled Principal Receipt Period for Full Unscheduled Principal
Receipts for the current Distribution Date of (a) the PO Fraction for such
Discount Mortgage Loan and (b) an amount equal to the principal portion of
Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such 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)(i). 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, 7.500% 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)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-1 Percentage of (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)(i) 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)(i).
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)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-2 Percentage of (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)(i) 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)(i).
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)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-3 Percentage of (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)(i)
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)(i).
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)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-4 Percentage of (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)(i) 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)(i).
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)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-5 Percentage of (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)(i)
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)(i).
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)(i).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a)(i).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-6 Percentage of (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)(i) 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)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the 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.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class or Classes
---------------------------------- -----------------------------------------
Class A-L1 Interest Class A-1 Certificates
Class A-L2 Interest Class A-2 Certificates
Class A-L3 Interest Class A-3 Certificates
Class A-L4 Interest Class A-4 Certificates
Class A-L5 Interest Class A-5 Certificates
Class A-L7 Interest Class A-7 Certificates
Class A-L8 Interest Class A-8 Certificates
Class A-L9 Interest Class A-9 Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
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)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the 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 (other than the Class A-6 and Class A-10 Certificates) representing
the principal portion of the Cut-Off Date Aggregate Principal Balance evidenced
by such Certificate. As to the Class A-6 Certificates, the amount specified on
the face of each such Certificate representing the portion of the Original Class
A-6 Notional Amount. As to the Class A-10 Certificates, the amount specified on
the face of each such Certificate representing the portion of the Original Class
A-10 Notional Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate of less than 7.500%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
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 two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency; 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 January 25, 2031, 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) 7.500%,
(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,
which will be determined on a loan by loan basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus the sum of (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) 7.500%, (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 $6,006,764.52 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-6, Class A-10 and 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). As to any Distribution Date and the Class A-6 Certificates, the Class
A-6 Interest Accrual Amount. As to any Distribution Date and the Class A-10
Certificates, the Class A-10 Interest Accrual Amount. 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.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the insurance policies,
if any, relating to a Mortgage Loan and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: 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.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of December 22, 2000 between WFHM, as seller, and the Seller,
as purchaser.
Mortgage Loan Rider: The standard Xxxxxx Xxx/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 and F-2, 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 7.500%.
Non-PO Recovery: As to any Distribution Date, the amount of all
Recoveries received during the Applicable Unscheduled Principal Receipt Periods
for such Distribution Date less the Class A-PO Recovery for such Distribution
Date.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the 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(g).
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 sixth 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, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-7, Class A-8, Class A-9, Class A-R and Class A-LR 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 A-6 Notional Amount: The Original Class A-6 Notional
Amount, as set forth in Section 11.05(a).
Original Class X-00 Xxxxxxxx Xxxxxx: The Original Class A-10
Notional Amount, as set forth in Section 11.05(b).
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-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, 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 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.
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 (other
than the Class A-6 and Class A-10 Certificates), the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the Original Principal Balance of such Class of Class A Certificates. With
respect to the Class A-6 Certificates, the undivided percentage interest
obtained by dividing the original notional amount evidenced by such Certificate
by the Original Class A-6 Notional Amount. With respect to the Class A-10
Certificates, the undivided percentage interest obtained by dividing the
original notional amount evidenced by such Certificate by the Original Class
A-10 Notional Amount. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the 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.
Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Distribution Date Occurring In Prepayment Shift
------------------------------ Percentage
----------------
January 2001 through December 2005............................ 0%
January 2006 through December 2006............................. 30%
January 2007 through December 2007............................. 40%
January 2008 through December 2008............................. 60%
January 2009 through December 2009............................. 80%
January 2010 and thereafter.................................... 100%
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a)(i) for such
Distribution Date, calculated without regard to such proviso and assuming there
are no Principal Adjustments for such Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates (other than the Class A-6 and Class A-10
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 (increased in the case of the Accrual
Certificates by the Accrual Distribution Amounts with respect to prior
Distribution Dates for the Accrual Certificates) 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)(i), (ii) as a result
of a Principal Adjustment and (iii), if applicable, from the Accrual
Distribution Amounts for such prior Distribution Dates 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.
The Class A-6 and Class A-10 Certificates are interest only
Certificates and have no Principal Balance.
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)(i) and (b) the Realized Losses
allocated through such Determination Date to the Class A-PO Certificates
pursuant to Section 4.02(b). After the 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 (plus any Accrual Distribution
Amounts previously added to the Principal Balance of the Accrual Certificates)
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)(i),
Paragraph third clause (B) of Section 4.01(a)(i), or Paragraphs seventh, tenth,
thirteenth, sixteenth, nineteenth or twenty-second of Section 4.01(a)(i).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Priority Amount: For any Distribution Date, the lesser of (i) the
Principal Balance of the Class A-7 Certificates and (ii) the sum of (A) the
product of (1) the Priority Percentage, (2) the Shift Percentage and (3) the
Scheduled Principal Amount and (B) the product of (1) the Priority Percentage,
(2) the Prepayment Shift Percentage and (3) the Unscheduled Principal Amount.
Priority Percentage: The Principal Balance of the Class A-7
Certificates divided by the Aggregate Non-PO Principal Balance.
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 November 20, 2000 as supplemented
by the prospectus supplement dated December 20, 2000, 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
S&P. 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, A-1+ in the case of S&P and in the case of any other
Rating Agency shall mean its equivalent of such ratings. References herein to
the highest long-term rating categories of a Rating Agency shall mean AAA, 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.
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.
S&P: Standard and Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or its successors in interest.
Scheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(i) and Iy(iv) of the definition of Class A Non-PO
Optimal Principal Amount, but without such amount being multiplied by the Class
A Percentage.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: 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, National City Mortgage Co., Washington
Mutual Bank, FA, HSBC Mortgage Corporation (USA), Chevy Chase Bank, F.S.B.,
First Union Mortgage Corporation, HomeSide Lending, Inc., CUNA Mutual Mortgage
Corporation, First Horizon Home Loan Corporation, Old Kent Mortgage Company,
Hibernia National Bank, Colonial Savings, F.A., The Huntington Mortgage Company,
Countrywide Home Loans, Inc., Branch Banking and Trust Co. and First Nationwide
Mortgage Corporation, 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.
Shift Percentage: As to any Distribution Date, the percentage
indicated below: Shift
Distribution Date Occurring In Percentage
------------------------------ ----------
January 2001 through December 2005............................ 0%
January 2006 and thereafter.................................... 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.24.
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 $3,003,382.26 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.
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.
Uncertificated Lower-Tier Interest: Any of the Class A-L1 Interest,
Class A-L2 Interest, Class A-L3 Interest, the Class A-L4 Interest, the Class
A-L5 Interest, Class A-L7 Interest, Class A-L8 Interest, Class A-L9 Interest,
the Class A-LPO Interest, the Class A-LUR Interest, the Class B-L1 Interest, the
Class B-L2 Interest, the Class B-L3 Interest, the Class B-L4 Interest, the Class
B-L5 Interest and the Class B-L6 Interest.
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.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(ii) and Iy(iii) of the definition of Class A Non-PO
Optimal Principal Amount, but without such amount being multiplied by the Class
A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-6 and Class A-10
Certificates will each be entitled to 1% of the aggregate Voting Interest
represented by all Certificates and each remaining Class of Certificates will be
entitled to a pro rata portion of the remaining Voting Interest equal to the
ratio obtained by dividing the Principal Balance of such Class by the 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 initially by WFHM.
SECTION 1.02 ACTS OF HOLDERS.
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(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.
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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 and
(d) 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,
in the states as to which the Trustee has received an Opinion of Counsel
acceptable to it that such recording is not required to make an assignment
effective against the parties to the Mortgage or subsequent purchasers or
encumbrancers of the Mortgaged Property. 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.
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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 Xxx or Xxxxxxx Mac,
issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the 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, (i) acknowledges the issuance of and hereby
declares that it holds the Uncertificated Lower-Tier Interests on behalf of the
Upper-Tier REMIC and Certificateholders and (ii) has executed and delivered to
or upon the order of the Seller, in exchange for the Mortgage Loans and
Uncertificated Lower-Tier Interests, together with all other assets included in
the definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which, together with the Uncertificated
lower-Tier Interests, evidence ownership of the entire Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
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The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R and Class A-LR Certificates) and the Classes of Class
B Certificates as classes of "regular interests" and the Class A-R Certificate
as the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller
hereby further designates the Class A-L1 Interest, Class A-L2 Interest, Class
A-L3 Interest, Class A-L4 Interest, Class A-L5 Interest, Class A-L7 Interest,
Class A-L8 Interest, Class A-L9 Interest, Class A-LPO Interest, Class A-LUR
Interest, Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class
B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest as classes of
"regular interests" and the Class A-LR Certificate as the single class of
"residual interest" in the Lower-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within
the meaning of Code Section 860G(a)(9). The "latest possible maturity date" of
the regular interests in the Upper-Tier REMIC and Lower-Tier REMIC is January
25, 2031 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, 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
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
(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.
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(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 Xxx 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 Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the 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.
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
Upper-Tier REMIC or the Lower-Tier REMIC.
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.
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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.
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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.
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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.
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(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; provided
that prior to the Accretion Termination Date, an amount equal to the amount that
would otherwise be distributable in respect of interest to the Accrual
Certificates pursuant to this provision will instead be distributed in reduction
of the Principal Balances of certain Classes of Class A Certificates, in each
case in accordance with Section 4.01(b);
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; provided that prior to the
Accretion Termination Date, an amount equal to the amount that would otherwise
be distributable in respect of unpaid interest shortfalls to the Accrual
Certificates pursuant to this provision will instead be distributed in reduction
of the Principal Balances of certain Classes of Class A Certificates, in each
case in accordance with Section 4.01(b);
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 Upper-Tier Certificate Account, and to the Holder of
the Class A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or
notional amount of any Class (other than the Class A-R or Class A-LR
Certificates) has been reduced to zero, such Class will be entitled to no
further distributions of principal or interest (including, without limitation,
any Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Certificates will be allocated
to the Classes of Class A Certificates (other than the Class A-6, Class A-10 and
Class A-PO Certificates) and any Class of Class B Certificates with a lower
numerical designation pro rata based on their outstanding Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest (other than the Class A-L1 Interest, Class A-L2 Interest,
Class A-L3 Interest, Class A-L4 Interest, Class A-L7 Interest, Class A-L8
Interest and Class A-L9 Interest) shall receive distributions in respect of
interest (or in the case of the Class A-L5 Interest, with respect to the Accrual
Certificates, shall have such amounts added to its Principal Balance) in an
amount equal to the Interest Accrual Amounts and Unpaid Interest Shortfalls, as
the case may be, in respect of its Corresponding Upper-Tier Class or Classes, in
each case to the extent actually distributed thereon. On each Distribution Date,
the Class A-L1 Interest shall receive a distribution in respect of interest in
an amount equal to the sum of (i) the Interest Accrual Amount and any
distribution in respect of Unpaid Interest Shortfalls in each case actually
distributed on the Class A-1 Certificates and (ii) the product of the Class A-L1
Interest Fraction and the Interest Accrual Amount and any distribution in
respect of Unpaid Interest Shortfalls in each case actually distributed on the
Class A-6 Certificates. On each Distribution Date, the Class A-L2 Interest shall
receive a distribution in respect of interest in an amount equal to the sum of
(i) the Interest Accrual Amount and any distribution in respect of Unpaid
Interest Shortfalls in each case actually distributed on the Class A-2
Certificates and (ii) the product of the Class A-L2 Interest Fraction and the
Interest Accrual Amount and any distribution in respect of Unpaid Interest
Shortfalls in each case actually distributed on the Class A-6 Certificates. On
each Distribution Date, the Class A-L3 Interest shall receive a distribution in
respect of interest in an amount equal to the sum of (i) the Interest Accrual
Amount and any distribution in respect of Unpaid Interest Shortfalls in each
case actually distributed on the Class A-3 Certificates and (ii) the product of
the Class A-L3 Interest Fraction and the Interest Accrual Amount and any
distribution in respect of Unpaid Interest Shortfalls in each case actually
distributed on the Class A-6 Certificates. On each Distribution Date, the Class
A-L4 Interest shall receive a distribution in respect of interest in an amount
equal to the sum of (i) the Interest Accrual Amount and any distribution in
respect of Unpaid Interest Shortfalls in each case actually distributed on the
Class A-4 Certificates and (ii) the product of the Class A-L4 Interest Fraction
and the Interest Accrual Amount and any distribution in respect of Unpaid
Interest Shortfalls in each case actually distributed on the Class A-10
Certificates. On each Distribution Date, the Class A-L7 Interest shall receive a
distribution in respect of interest in an amount equal to the sum of (i) the
Interest Accrual Amount and any distribution in respect of Unpaid Interest
Shortfalls in each case actually distributed on the Class A-7 Certificates and
(ii) the product of the Class A-L7 Interest Fraction and the Interest Accrual
Amount and any distribution in respect of Unpaid Interest Shortfalls in each
case actually distributed on the Class A-10 Certificates. On each Distribution
Date, the Class A-L8 Interest shall receive a distribution in respect of
interest in an amount equal to the sum of (i) the Interest Accrual Amount and
any distribution in respect of Unpaid Interest Shortfalls in each case actually
distributed on the Class A-8 Certificates and (ii) the product of the Class A-L8
Interest Fraction and the Interest Accrual Amount and any distribution in
respect of Unpaid Interest Shortfalls in each case actually distributed on the
Class A-6 Certificates. On each Distribution Date, the Class A-L9 Interest shall
receive a distribution in respect of interest in an amount equal to the sum of
(i) the Interest Accrual Amount and any distribution in respect of Unpaid
Interest Shortfalls in each case actually distributed on the Class A-9
Certificates and (ii) the product of the Class A-L9 Interest Fraction and the
Interest Accrual Amount and any distribution in respect of Unpaid Interest
Shortfalls in each case actually distributed on the Class A-10 Certificates.
Such amounts distributed to the Uncertificated Lower-Tier Interests in respect
of principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Principal Balances of the respective
Corresponding Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest, Class
A-L2 Interest, Class A-L3 Interest, Class A-L4 Interest, Class A-L5 Interest,
Class A-L7 Interest, Class A-L8 Interest, Class A-L9 Interest, Class A-LUR
Interest, Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class
B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest shall be 7.500% per
annum. The Class A-LPO Interest is a principal-only interest and is not entitled
to distributions of interest. Any Non-Supported Interest Shortfalls will be
allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
(b) The Class A-6 and Class A-10 Certificates are interest only
Certificates and are not entitled to distributions in respect of principal.
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:
I. On each Distribution Date occurring prior to the Accretion
Termination Date, the Accrual Distribution Amount will be allocated
sequentially as follows to the Class A-9, Class A-4, Class A-1, Class A-8,
Class A-3 and Class A-5 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero.
II. On each Distribution Date prior to the Cross-Over Date, the
Class A Non-PO Principal 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, concurrently, to the Class A-R and Class A-LR Certificates,
pro rata, until the Principal Balance of each such Class has been reduced
to zero;
second, the lesser of (i) the Priority Amount for such Distribution
Date and (ii) 98.6% of the remaining Class A Non-PO Principal Amount, to
the Class A-7 Certificates;
third, 46.20% of the remaining Class A Non-PO Principal Amount to
the Class A-3 Certificates, until the Principal Balance thereof has been
reduced to zero;
fourth, 22.50% of the remaining Class A Non-PO Principal Amount to
the Class A-8 Certificates, until the Principal Balance thereof has been
reduced to zero;
fifth, 40.65% of the remaining Class A Non-PO Principal Amount to
the Class A-2 Certificates, until the Principal Balance thereof has been
reduced to zero;
sixth, sequentially to the Class A-1, Class A-4, Class A-9 and Class
A-5 Certificates, in that order, until the Principal Balance of each such
Class has been reduced to zero; and
seventh, to the Class A-7 Certificates, without regard to the amount
calculated pursuant to priority second for such Distribution Date, 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) The Trust Administrator shall establish and maintain the
Upper-Tier Certificate Account, which shall be a separate trust account and an
Eligible Account. On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent shall, on behalf of
the Master Servicer, from funds available on deposit in the Payment Account, (i)
deposit, in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class A-LR
Certificate and all other amounts distributable to the Class A-LR Certificate.
The Trust Administrator may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class A-LR Certificateholder)
on the preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.23, 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-6, Class A-10, Class A-R or Class A-LR Certificates) or
the Principal Balance of any Class of Class B Certificates would be reduced to
zero, or in the case of the Class A-6 and Class A-10 Certificates, the Class A-6
Notional Amount and Class A-10 Notional Amount, as applicable, 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)(i).
(g) 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(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
------------------------------
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, 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.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
(h) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
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(f), 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) in the case of the Class A-6 Certificates, the Class
A-6 Notional Amount, if any;
(xxiv) in the case of the Class A-10 Certificates, the Class
A-10 Notional Amount, if any;
(xxv) the Class A-PO Deferred Amount if any;
(xxvi) the amount of PMI Advances made by a Servicer, if
any; and
(xxvii) 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 and Class A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class A-R and Class A-LR Certificates
with a $50 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-R and
Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except,
if necessary, for one Certificate of each Class (other than the Class A-6, Class
A-10, Class A-R and Class A-LR Certificates) that evidences one Single
Certificate plus such additional principal portion or notional amount as is
required in order for all Certificates of such Class to equal the aggregate
Original Principal Balance of such Class), and shall be substantially in the
respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0,
X-0, X-00, X-X, A-LR, 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 (or notional amount) evidenced
by the Class A and Class B Certificates shall be the sum of the amounts
specifically set forth in the respective Certificates. The Certificates shall be
executed by manual or facsimile signature on behalf of the 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 or Class A-LR 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 or Class
A-LR 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 or Class A-LR 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 or Class A-LR 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 or Class A-LR
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 or Class
A-LR 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 or Class A-LR
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 or Class A-LR 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 or Class A-LR
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 and Class A-LR Certificates
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 or Class A-LR 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 or Class A-LR 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 or Class A-LR 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 or Class A-LR Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R or Class A-LR 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 or Class A-LR 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 Mae and Xxxxxxx Mac, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and 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.
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 either the Upper-Tier REMIC or
the Lower-Tier REMIC to federal, state or local tax or cause either the
Upper-Tier REMIC or the Lower-Tier 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 two separate REMICs; or (ii) cause the imposition of
any federal, state or local income, prohibited transaction, contribution or
other tax on either the Upper-Tier REMIC, the Lower-Tier 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 for each of the Upper-Tier REMIC
and the Lower-Tier REMIC using a calendar year as the taxable year and the
accrual method of accounting; (ii) in the first such federal tax returns, make,
or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
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
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans),
other assets and liabilities of each REMIC, and the fair market value and
adjusted basis of the property of each REMIC determined at such intervals as may
be required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-PO,
Class A-R, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates and the interests in the Lower-Tier REMIC represented by the Class
A-L1, Class A-L2, Class A-L3, Class A-L4, Class A-L5, Class A-L7, Class A-L8,
Class A-L9, Class A-LPO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class
B-L4, Class B-L5 and Class B-L6 Interests and the Class A-LR Certificate; (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 any of the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate to
tax or (c) cause the Trust Estate to fail to qualify as two separate REMICs;
(ix) exercise reasonable care not to allow the either the Upper-Tier REMIC or
the Lower-Tier REMIC to receive income from the performance of services or from
assets not permitted under the REMIC Provisions to be held by a REMIC; (x) pay
(on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any
federal income tax, including, without limitation, prohibited transaction taxes,
taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the Upper-Tier REMIC
or Lower-Tier REMIC, as the case may be, when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the Upper-Tier REMIC and the Lower-Tier 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 and Class A-LR Certificateholders
for such purpose (or if the Master Servicer is not so permitted, the Holders of
the Class A-R and Class A-LR Certificates shall be the tax matters persons for
the Upper-Tier REMIC and Lower-Tier REMIC, respectively, 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 either REMIC as described above. In the event
that the Trust Administrator prepares any of the federal, state and local tax
returns of either 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 and Class A-LR Certificates, the amounts, if any,
which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (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. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). 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 Sections 4.02(a)
and (g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the 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 either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs 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 Upper-Tier REMIC and the Lower-Tier REMIC as
of the date of such notice (or, if earlier, the date on which the first
such notice is mailed to Certificateholders). The Master Servicer shall
also specify such date in a statement attached to the final tax returns of
the Upper-Tier REMIC and the Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the 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.
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(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 two separate REMICs at all times that any Certificates are
outstanding or to avoid or minimize the risk of the imposition of any federal
tax on the Trust Estate, the Lower-Tier REMIC or the Upper-Tier 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 Upper-Tier
Certificate Account and the Lower-Tier 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 Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders will be subject
to a tax caused by a transfer to a non-permitted transferee 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 either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the 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 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 7.500% per annum.
SECTION 11.02 CUT-OFF DATE.
-------------
The Cut-Off Date for the Certificates is December 1, 2000.
SECTION 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
-----------------------------------------
The Cut-Off Date Aggregate Principal Balance is $300,338,225.76.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
----------------------------
The Original Class A Percentage is 96.24895999%.
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 $51,200,000.00
Class A-2 $35,000,000.00
Class A-3 $100,000,000.00
Class A-4 $4,623,000.00
Class A-5 $20,736,000.00
Class A-7 $31,000,000.00
Class A-8 $25,000,000.00
Class A-9 $21,452,000.00
Class A-PO $63,708.47
Class A-R $50.00
Class A-LR $50.00
SECTION 11.05(A) ORIGINAL CLASS A-6 NOTIONAL AMOUNT.
-----------------------------------------------------
The Original Class A-6 Notional Amount is $9,137,333.33.
SECTION 11.05(B) ORIGINAL CLASS A-10 NOTIONAL AMOUNT.
------------------------------------------------------
The Original Class A-10 Notional Amount is $4,365,966.67.
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
------------------------------------------
The Original Class A Non-PO Principal Balance is $289,011,100.00.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
---------------------------------
The Original Subordinated Percentage is 3.75104001%.
SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE.
-----------------------------------
The Original Class B Principal Balance is $11,263,417.29.
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 $ 5,406,000.00
Class B-2 $ 2,253,000.00
Class B-3 $ 1,351,000.00
Class B-4 $ 901,000.00
Class B-5 $ 601,000.00
Class B-6 $ 751,417.29
SECTION 11.10 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-1 Fractional Interest is 1.95068743%.
SECTION 11.11 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-2 Fractional Interest is 1.20037401%.
SECTION 11.12 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-3 Fractional Interest is 0.75045238%.
SECTION 11.13 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-4 Fractional Interest is 0.45039362%.
SECTION 11.14 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-5 Fractional Interest is 0.25024344%.
SECTION 11.15 ORIGINAL CLASS B-1 PERCENTAGE.
------------------------------
The Original Class B-1 Percentage is 1.80035257%.
SECTION 11.16 ORIGINAL CLASS B-2 PERCENTAGE.
------------------------------
The Original Class B-2 Percentage is 0.75031342%.
SECTION 11.17 ORIGINAL CLASS B-3 PERCENTAGE.
------------------------------
The Original Class B-3 Percentage is 0.44992163%.
SECTION 11.18 ORIGINAL CLASS B-4 PERCENTAGE.
------------------------------
The Original Class B-4 Percentage is 0.30005876%.
SECTION 11.19 ORIGINAL CLASS B-5 PERCENTAGE.
------------------------------
The Original Class B-5 Percentage is 0.20015018%.
SECTION 11.20 ORIGINAL CLASS B-6 PERCENTAGE.
------------------------------
The Original Class B-6 Percentage is 0.25024344%.
SECTION 11.21 CLOSING DATE.
-------------
The Closing Date is December 22, 2000.
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 $30,033,822.58 (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 Certificates (other than the Class A-R,
Class A-LR and Class A-PO Certificates) and the Class B Certificates, the
minimum Denomination eligible for wire transfer on each Distribution Date is
$500,000. The Class A-R, Class A-LR and Class A-PO Certificates are not eligible
for wire transfer.
SECTION 11.24 SINGLE CERTIFICATE.
-------------------
A Single Certificate for each Class of Class A Certificates (other
than the Class A-4, Class A-6, Class A-10, Class A-R, Class A-LR and Class A-PO
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 A-4 Certificates represents a $1,000
Denomination. A Single Certificate for the Class A-6 Certificates represents a
$4,568,666.66 Denomination. A Single Certificate for the Class A-10 Certificates
represents a $2,182,983.33 Denomination. A Single Certificate for the Class B-4,
Class B-5 and Class B-6 Certificates represents a $250,000 Denomination. A
Single Certificate for the Class A-R Certificate represents a $50 Denomination.
A Single Certificate for the Class A-LR Certificate represents a $50
Denomination. A Single Certificate for the Class A-PO Certificates represents a
$63,708.47 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 FREDERICK )
On this 22nd day of December, 2000, 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 FREDERICK )
On this 22nd day of December, 2000, 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 22nd day of December, 2000, 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 22nd day of December, 2000, 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 22nd day of December, 2000, 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 2000-14
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
WFHM (Type 1) Mid-Month Mid-Month
National City Mortgage Co. Mid-Month Prior Month
Washington Mutual Bank, FA Mid-Month Prior Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Chevy Chase Bank, F.S.B. Mid-Month Prior Month
First Union Mortgage Corporation Mid-Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
CUNA Mutual Mortgage Corporation Mid-Month Prior Month
First Horizon Home Loan Corporation Mid-Month Prior Month
Old Kent Mortgage Company Mid-Month Prior Month
Hibernia National Bank Mid-Month Prior Month
Colonial Savings, F.A. Mid-Month Prior Month
The Huntington Mortgage Company Mid-Month Prior Month
Branch Banking and Trust Co. Mid-Month Prior Month
First Nationwide Mortgage Corporation 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 2000-14, 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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 00000X XX 9 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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 December 22, 2000 (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 6.850% 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-2
[FORM OF FACE OF CLASS A-2 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 2000-14, CLASS A-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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AB 7 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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-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 December 22, 2000 (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-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 7.000% 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-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 A-3
[FORM OF FACE OF CLASS A-3 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 2000-14, CLASS A-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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AC 5 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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-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 December 22, 2000 (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-3 Certificates required to be distributed to
Holders of the Class A-3 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-3 Certificates applicable to each Distribution Date will be 7.410% 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-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 A-4
[FORM OF FACE OF CLASS A-4 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 2000-14, CLASS A-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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AD 3 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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-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 December 22, 2000 (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-4 Certificates required to be distributed to
Holders of the Class A-4 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-4 Certificates applicable to each Distribution Date will be 7.250% 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-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, 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-5
[FORM OF FACE OF CLASS A-5 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 2000-14, CLASS A-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.
UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON THE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH UNPAID
INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND BECAUSE
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE MANNER
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AE 1 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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-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 December 22, 2000 (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-5 Certificates required to be distributed to
Holders of the Class A-5 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-5 Certificates applicable to each Distribution Date will be 7.500% per
annum. Prior to the Accretion Termination Date, no distribution of interest on
this Certificate will be made. Prior to the Accretion Termination Date, interest
otherwise available for distribution on this Certificate will be added to the
Principal Balance of the Class A-5 Certificates on each Distribution Date. 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-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, 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-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-14, CLASS A-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.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AF 8 First Distribution Date:
January 25, 2001
Denomination: $__________________
(Initial Class A-6
Notional Amount)
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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-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 December 22, 2000 (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-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-6
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-6 Certificates each month in an amount equal to the
product of (i) 1/12th of 7.500% and (ii) the Class A-6 Notional Amount as of the
related Distribution Date. 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-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, 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-7
[FORM OF FACE OF CLASS A-7 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 2000-14, CLASS A-7
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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AG 6 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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-7 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 December 22, 2000 (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-7 Certificates required to be distributed to
Holders of the Class A-7 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-7 Certificates applicable to each Distribution Date will be 7.000% 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-7 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-8
[FORM OF FACE OF CLASS A-8 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 2000-14, CLASS A-8
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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AH 4 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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-8 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 December 22, 2000 (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-8 Certificates required to be distributed to
Holders of the Class A-8 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-8 Certificates applicable to each Distribution Date will be 7.150% 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-8 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-9
[FORM OF FACE OF CLASS A-9 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 2000-14, CLASS A-9
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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AJ 0 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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-9 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 December 22, 2000 (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-9 Certificates required to be distributed to
Holders of the Class A-9 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-9 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-9 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-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-14, CLASS A-10
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.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AK 7 First Distribution Date:
January 25, 2001
Denomination: $___________________
(Initial Class A-10
Notional Amount)
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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-10 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 December 22, 2000 (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-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-10
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-10 Certificates each month in an amount equal to the
product of (i) 1/12th of 7.500% and (ii) the Class A-10 Notional Amount as of
the related Distribution Date. 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-10 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 2000-14, 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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AR 2 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ____% January 25, 2031
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 December 22, 2000 (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 UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
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 2000-14, 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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AL 5 First Distribution Date:
January 25, 2001
Denomination: $___________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ______% January 25, 2031
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 December 22, 2000 (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
the Holder 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 7.500% 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 A-LR
[Form of Face of Class A-LR 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-LR 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 LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-14, CLASS A-LR
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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AM 3 First Distribution Date:
January 25, 2001
Percentage Interest evidenced Denomination: $__________
by this Certificate: _____%
Final Scheduled Maturity Date:
January 25, 2031
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-LR 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 December 22, 2000 (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-LR Certificate required to be distributed to
the Holder of the Class A-LR 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-LR Certificate applicable to each Distribution Date will be 7.500% 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-LR 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 Trustee 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 Trustee, 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 2000-14, 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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AN 1 First Distribution Date:
January 25, 2001
Denomination: $_________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ________% January 25, 2031
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 December 22, 2000 (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 7.500% 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 2000-14, 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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AP 6 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ____% January 25, 2031
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 December 22, 2000 (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-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
7.500% 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 2000-14, 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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AQ 4 First Distribution Date:
January 25, 2001
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: ____% January 25, 2031
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 December 22, 2000 (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
7.500% 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 2000-14, 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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AS 0 First Distribution Date:
January 25, 2001
Denomination: $_______________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: _____% January 25, 2031
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 December 22, 2000 (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
7.500% 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, 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 in 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.
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 2000-14, 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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AT 8 First Distribution Date:
January 25, 2001
Denomination: $_____________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: _____% January 25, 2031
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 December 22, 2000 (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
7.500% 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, 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 in 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.
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 2000-14, 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. 1 Cut-Off Date: December 1, 2000
CUSIP No.: 94976J AU 5 First Distribution Date:
January 25, 2001
Denomination: $_______________
Percentage Interest evidenced Final Scheduled Maturity Date:
by this Certificate: _____% January 25, 2031
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 December 22, 2000 (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
7.500% 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, 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 in 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.
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 2000-14 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-14
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 December 22, 2000 relating to the
issuance of Mortgage Pass-Through Certificates, Series 2000-14 (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 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 2000-14 EXHIBIT F-1
30 YEAR FIXED RATE NON 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
-------- ------------------------------------------------------------- ---------- -------- ----------- ----------------
5710518 XXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,493.48 360 1-Oct-30 $ 339,362.46
5721365 XXX XXXX XX 00000 HCO 8.250 7.500 $ 3,080.20 360 1-Dec-30 $ 410,000.00
5733595 XXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,399.14 000 0-Xxx-00 $ 330,656.29
5752289 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,576.03 000 0-Xxx-00 $ 475,696.47
5759967 XXXXXXXX XX 00000 SFD 8.875 7.500 $ 2,665.42 000 0-Xxx-00 $ 334,812.18
5765666 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,530.29 360 1-Oct-30 $ 332,484.70
5768900 XXXXXXXXX XX 00000 SFD 8.875 7.500 $ 2,386.94 360 1-Oct-30 $ 299,652.75
5773515 XXXXXXX XX 00000 SFD 9.000 7.250 $ 2,281.11 000 0-Xxx-00 $ 283,306.45
5773755 XXXXXX XXXXXX XX 00000 SFD 8.250 7.500 $ 3,185.38 000 0-Xxx-00 $ 423,729.62
5775477 XXXXX XXXX XX 00000 SFD 8.000 7.500 $ 3,471.23 240 1-Dec-20 $ 415,000.00
5785174 XXXXXXXXXX XX 00000 SFD 7.875 7.250 $ 2,015.70 360 1-Oct-30 $ 277,616.10
5790601 XXXXXXXX XX 00000 MF2 8.750 7.500 $ 2,643.32 360 1-Oct-30 $ 335,511.95
5791278 XXXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,253.80 360 1-Oct-30 $ 299,616.08
5792128 XXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,768.09 360 1-Oct-30 $ 359,562.24
5792371 XXXXXX XX 00000 SFD 8.250 7.500 $ 4,657.86 000 0-Xxx-00 $ 619,604.64
5793611 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 4,636.45 000 0-Xxx-00 $ 609,620.84
5794984 XXXXXXX XX 00000 SFD 8.375 7.500 $ 2,508.24 000 0-Xxx-00 $ 329,794.89
5796952 XXXXXXXX XX 00000 SFD 9.000 7.250 $ 5,954.21 000 0-Xxx-00 $ 739,595.79
5797414 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,465.49 000 0-Xxx-00 $ 324,173.38
5797710 XXXXXXX XX 00000 SFD 8.500 7.250 $ 2,411.31 360 1-Oct-30 $ 313,218.71
5798322 XXX XXXX XX 00000 COP 8.250 7.500 $ 3,865.27 360 1-Dec-30 $ 514,500.00
5798329 XXXXXX XX 00000 SFD 8.125 7.500 $ 2,227.50 000 0-Xxx-00 $ 299,803.75
5798819 XXXXXX XXXX XX 00000 SFD 8.250 7.250 $ 2,283.86 360 1-Oct-30 $ 303,610.95
5799109 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 3,058.54 360 1-Dec-30 $ 402,400.00
5799699 XXXXXXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,414.75 360 1-Oct-30 $ 317,203.68
5800555 XXXXXXX XX 00000 HCO 8.375 7.250 $ 2,546.25 000 0-Xxx-00 $ 334,791.77
5800690 CLEAR XXXX XX 00000 SFD 8.250 7.250 $ 2,346.96 360 1-Oct-30 $ 312,000.21
5801393 XXXXXX XXXXXX XX 00000 SFD 8.125 7.500 $ 2,554.20 360 1-Oct-30 $ 343,548.41
5803681 XXXXXXX XX 00000 SFD 8.125 7.250 $ 3,107.35 000 0-Xxx-00 $ 418,226.25
5804082 XXX XXXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,943.79 360 1-Dec-30 $ 406,000.00
5804346 XXXX XXXX XX 00000 SFD 8.250 7.500 $ 3,005.07 000 0-Xxx-00 $ 399,744.93
5806047 XXX XXXX XX 00000 SFD 8.125 7.500 $ 2,227.50 000 0-Xxx-00 $ 299,803.75
5806225 XXXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,283.68 360 1-Oct-30 $ 296,638.87
5806426 XXXXXXX XX 00000 SFD 8.375 7.250 $ 2,189.01 360 1-Oct-30 $ 287,640.73
5807916 XXX XXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,386.63 000 0-Xxx-00 $ 313,804.83
5808123 XXXXXXXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 3,154.57 000 0-Xxx-00 $ 419,632.24
5808885 XXXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,641.56 000 0-Xxx-00 $ 359,677.87
5809340 XXXXXX XX 00000 SFD 8.500 7.500 $ 2,675.82 000 0-Xxx-00 $ 347,789.18
5809849 XXXXXXXXXXXX XX 00000 SFD 8.500 7.250 $ 3,129.48 360 1-Oct-30 $ 406,505.12
5809956 XXXXX XX 00000 SFD 8.000 7.250 $ 2,241.65 360 1-Oct-30 $ 305,088.67
5810367 XXXXXXXXXX XX 00000 SFD 7.750 7.483 $ 3,266.84 000 0-Xxx-00 $ 455,678.16
5811413 XXXXXXX XXXX XX 00000 SFD 8.375 7.500 $ 2,173.81 000 0-Xxx-00 $ 285,822.23
5811623 XXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,811.92 360 1-Sep-30 $ 365,030.65
5812358 THE XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 4,883.24 000 0-Xxx-00 $ 649,585.51
5813129 XXXXX XXXXXXX XX 00000 SFD 8.500 7.250 $ 1,261.02 000 0-Xxx-00 $ 163,900.65
5813309 XXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,274.68 360 1-Dec-30 $ 310,000.00
5813534 XXXXX XX 00000 SFD 8.500 7.250 $ 1,653.16 360 1-Oct-30 $ 214,738.59
5814565 XXXXXXXXXXXX XX 00000 SFD 8.250 7.250 $ 4,282.22 000 0-Xxx-00 $ 569,636.53
5814584 XXXX XXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,229.76 000 0-Xxx-00 $ 296,610.74
5815294 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,227.50 000 0-Xxx-00 $ 299,803.75
5815511 XXXXXXXXXXXX XX 00000 SFD 8.250 7.250 $ 6,093.13 340 1-Mar-29 $ 799,406.87
5815623 XXX XXXX XX 00000 HCO 7.875 7.250 $ 2,465.24 360 1-Oct-30 $ 339,530.48
5816003 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,223.75 000 0-Xxx-00 $ 295,811.25
5816300 XXXXXXX XXXXX XX 00000 SFD 8.125 7.500 $ 2,589.46 360 1-Oct-30 $ 348,292.19
5816420 XXX XXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,155.32 000 0-Xxx-00 $ 419,732.18
5816581 XXXXXXX XXXXX XX 00000 SFD 8.125 7.500 $ 2,365.30 000 0-Xxx-00 $ 318,351.62
5816733 XXXXXX XX 00000 SFD 8.125 7.250 $ 2,301.74 360 1-Oct-30 $ 309,593.07
5816783 XXXXXX XXXX XX 00000 SFD 8.125 7.250 $ 3,712.49 000 0-Xxx-00 $ 499,672.93
5816835 XXXXXXX XX 00000 SFD 9.000 7.500 $ 3,617.99 360 1-Oct-30 $ 449,156.93
5817180 XXXXXXXX XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,490.84 360 1-Oct-30 $ 331,127.71
5817308 XXXXXX XX 00000 SFD 8.125 7.250 $ 4,454.98 000 0-Xxx-00 $ 599,607.52
5817471 XXXXXXXX XXXX XX 00000 SFD 8.125 7.250 $ 3,039.25 240 1-Oct-20 $ 358,792.43
5817513 KEY XXXXXXXX XX 00000 HCO 8.250 7.500 $ 2,629.44 360 1-Oct-30 $ 349,552.09
5817674 XXXXXX XX 00000 SFD 8.250 7.250 $ 2,103.55 000 0-Xxx-00 $ 279,821.45
5817826 XXXXXXXX XX 00000 MF2 8.500 7.500 $ 3,229.44 000 0-Xxx-00 $ 419,330.14
5817832 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,253.80 360 1-Oct-30 $ 299,616.08
5817875 XXXXXXX XXXX XX 00000 PUD 8.250 7.500 $ 2,178.68 360 1-Oct-30 $ 289,628.87
5818072 XX XXXXXX XX 00000 SFD 8.250 7.250 $ 2,812.37 000 0-Xxx-00 $ 374,111.29
5818088 XXXXXXX XX 00000 SFD 8.375 7.500 $ 7,600.73 000 0-Xxx-00 $ 999,378.44
5818198 XXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,346.30 000 0-Xxx-00 $ 315,793.28
5818213 XXXXXXXXXX XXXXX XX 00000 SFD 8.125 7.500 $ 2,843.77 000 0-Xxx-00 $ 382,749.46
5818623 TINICUM PA 18972 SFD 8.375 7.500 $ 2,584.25 000 0-Xxx-00 $ 339,788.67
5818860 XXXXXXX XXXXXXX XX 00000 LCO 8.500 7.500 $ 1,191.82 360 1-Oct-30 $ 154,811.53
5819002 XXXXXXXXX XX 00000 SFD 8.375 7.250 $ 4,940.47 360 1-Dec-30 $ 650,000.00
5819372 XXXXXXXXXXX XX 00000 SFD 7.625 7.250 $ 3,090.37 000 0-Xxx-00 $ 378,865.07
5819376 XXXXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,404.05 360 1-Oct-30 $ 319,190.50
5819733 XXXXX XX 00000 SFD 7.750 7.483 $ 2,106.26 360 1-Dec-30 $ 294,000.00
5819734 XXXXXXX XXXXX XX 00000 SFD 8.500 7.500 $ 2,479.75 360 1-Oct-30 $ 322,107.86
5820178 XXXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,592.18 360 1-Dec-30 $ 345,040.00
5820213 XXXXXXXXXX XX 00000 SFD 8.125 7.250 $ 2,739.81 000 0-Xxx-00 $ 368,758.63
5820267 XXXXXXX XXXXXX XX 00000 SFD 8.625 7.500 $ 2,426.71 360 1-Oct-30 $ 311,583.51
5820474 XXXXXX XX 00000 SFD 8.000 7.500 $ 3,888.96 000 0-Xxx-00 $ 529,644.37
5820499 XXXXX XXXX XX 00000 SFD 8.125 7.500 $ 2,494.80 000 0-Xxx-00 $ 335,780.20
5820740 XXXX XXXXX XX 00000 LCO 8.250 7.250 $ 2,653.84 360 1-Oct-30 $ 352,795.93
5820903 XXX XXXXX XX 00000 SFD 8.125 7.500 $ 1,856.25 000 0-Xxx-00 $ 249,836.46
5820905 XXXXX XX 00000 SFD 7.875 7.500 $ 2,207.12 360 1-Dec-30 $ 304,400.00
5821114 XXX XXXX XX 00000 SFD 8.375 7.250 $ 2,280.22 360 1-Oct-30 $ 299,323.66
5821191 XXXXXXX XXXXX XX 00000 SFD 8.375 7.500 $ 2,907.28 000 0-Xxx-00 $ 382,262.25
5821485 XXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,490.82 360 1-Oct-30 $ 331,125.28
5821499 XXXXXX XX 00000 SFD 8.125 7.500 $ 2,162.16 360 1-Oct-30 $ 290,817.73
5821509 XXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 3,526.87 000 0-Xxx-00 $ 474,689.28
5821804 XXXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,637.38 360 1-Oct-30 $ 342,582.94
5821862 XXXXXXX XX 00000 SFD 8.000 7.500 $ 2,113.25 360 1-Dec-30 $ 288,000.00
5822220 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,426.16 000 0-Xxx-00 $ 319,001.59
5822506 XXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,969.99 000 0-Xxx-00 $ 399,738.34
5822824 XXXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,179.28 360 1-Oct-30 $ 296,600.11
5822960 XXXXXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,629.44 000 0-Xxx-00 $ 349,776.81
5823089 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,103.55 360 1-Oct-30 $ 279,641.67
5823181 XXXXXXXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 3,549.74 000 0-Xxx-00 $ 472,098.70
5823242 XXXXXXXXX XXXXX XX 00000 SFD 8.125 7.250 $ 2,572.01 000 0-Xxx-00 $ 346,173.41
5823264 XXXXXXXXX XXXXX XX 00000 SFD 8.250 7.250 $ 2,313.15 000 0-Xxx-00 $ 307,703.66
5823303 XXXXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,306.74 000 0-Xxx-00 $ 299,818.26
5823423 XXXXXX XX 00000 SFD 8.500 7.500 $ 2,583.55 360 1-Oct-30 $ 335,591.46
5823725 XXXXXX XX 00000 SFD 8.375 7.250 $ 3,511.53 000 0-Xxx-00 $ 461,712.85
5824010 XXXXXXX XX 00000 SFD 7.875 7.250 $ 2,209.65 360 1-Oct-30 $ 304,329.17
5824436 XXXXXXX XX 00000 SFD 8.000 7.250 $ 2,753.08 000 0-Xxx-00 $ 374,948.25
5824641 XXXXXX XX 00000 SFD 8.125 7.500 $ 2,090.88 360 1-Dec-30 $ 281,600.00
5824754 XXXX XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,854.82 000 0-Xxx-00 $ 379,757.68
5824835 XXX XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,346.30 000 0-Xxx-00 $ 315,793.28
5825090 XXX XXXXXXXX XX 00000 SFD 8.000 7.500 $ 3,668.83 000 0-Xxx-00 $ 499,664.50
5825616 XXX XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,624.63 360 1-Oct-30 $ 348,912.91
5825718 XXXX XXXX XX 00000 SFD 8.250 7.250 $ 2,223.00 000 0-Xxx-00 $ 295,711.31
5825754 XXXX XXXX XXXXXX XX 00000 SFD 8.375 7.250 $ 2,280.22 000 0-Xxx-00 $ 299,813.53
5825851 XXXXXX XXXX XX 00000 SFD 8.250 7.250 $ 2,467.91 360 1-Oct-30 $ 328,079.62
5825903 XXXXX XXXXX XX 00000 SFD 8.125 7.250 $ 2,458.62 000 0-Xxx-00 $ 330,911.39
5825946 XXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,479.95 000 0-Xxx-00 $ 333,781.51
5826063 XXXXXX XX 00000 SFD 8.250 7.250 $ 3,211.66 000 0-Xxx-00 $ 427,227.40
5826976 XXXXX XXXXXX XX 00000 LCO 8.500 7.500 $ 1,460.94 000 0-Xxx-00 $ 189,884.89
5826992 XXXXXX XXXX XX 00000 SFD 8.125 7.500 $ 4,584.93 000 0-Xxx-00 $ 617,096.06
5827063 XXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,238.63 360 1-Dec-30 $ 301,500.00
5827070 XXXXXX XX 00000 HCO 8.375 7.500 $ 2,559.93 360 1-Oct-30 $ 336,379.84
5827088 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 4,131.97 000 0-Xxx-00 $ 549,649.28
5827101 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 3,095.22 000 0-Xxx-00 $ 391,737.28
5827232 XXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,389.03 360 1-Dec-30 $ 318,000.00
5827734 XXXXXXXXXXXX XX 00000 SFD 8.375 7.250 $ 2,660.25 360 1-Oct-30 $ 349,563.40
5827906 XXXXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,439.76 360 1-Oct-30 $ 316,914.21
5828004 XXXXXXXX XXX XX 00000 SFD 7.750 7.483 $ 3,582.07 000 0-Xxx-00 $ 499,647.10
5828047 XXXXXXX XX 00000 PUD 8.250 7.500 $ 2,554.31 000 0-Xxx-00 $ 339,783.19
5828067 XXXXXXXXX XXXXX XX 00000 SFD 8.125 7.500 $ 3,588.01 000 0-Xxx-00 $ 423,289.59
5828592 XXXXXXX XX 00000 SFD 8.000 7.250 $ 2,604.87 000 0-Xxx-00 $ 354,761.80
5828679 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 4,808.11 360 1-Dec-30 $ 640,000.00
5828684 XXXXX XX 00000 SFD 8.250 7.500 $ 2,723.35 000 0-Xxx-00 $ 362,268.84
5828708 XXXXXX XX 00000 PUD 8.125 7.500 $ 2,554.20 000 0-Xxx-00 $ 343,774.97
5828826 XXXXXX XXXX XX 00000 SFD 8.000 7.250 $ 4,109.08 360 1-Dec-30 $ 560,000.00
5828889 XXXXX XXXX XX 00000 SFD 8.250 7.500 $ 2,629.44 000 0-Xxx-00 $ 349,776.81
5828928 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,821.49 000 0-Xxx-00 $ 379,731.43
5829033 XXXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 3,492.72 000 0-Xxx-00 $ 475,680.61
5829294 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,227.50 360 1-Dec-30 $ 300,000.00
5829634 XXXXXXXXX XX 00000 SFD 8.375 7.250 $ 2,280.22 000 0-Xxx-00 $ 299,813.53
5829891 XXXXXXX XXX XX 00000 SFD 8.000 7.500 $ 2,935.06 360 1-Dec-30 $ 400,000.00
5829998 XXXXX XXXXXX XXXXXX 00000 XXX 8.375 7.250 $ 2,128.21 360 1-Oct-30 $ 279,350.00
5830353 XXXXXXXXXX XX 00000 SFD 8.375 7.250 $ 2,705.86 000 0-Xxx-00 $ 355,778.72
5830360 XXXXXXXX XX 00000 SFD 7.875 7.250 $ 2,175.21 360 1-Oct-30 $ 299,585.73
5830363 XXX XXXXX XX 00000 SFD 8.375 7.250 $ 3,333.86 360 1-Oct-30 $ 438,076.84
5830364 XXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,404.06 000 0-Xxx-00 $ 319,795.94
5830381 XXXXXXXXXX XXXXXXXX 00000 XXX 8.250 7.250 $ 2,629.44 360 1-Oct-30 $ 349,048.65
5830418 XXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,153.73 360 1-Oct-30 $ 279,759.43
5830442 XXXXXX XXXXXXX XX 00000 SFD 8.500 7.250 $ 2,829.61 000 0-Xxx-00 $ 367,777.06
5830444 XXXXXXX XX 00000 MF2 7.875 7.250 $ 2,972.79 000 0-Xxx-00 $ 409,717.84
5830449 XXXX XXXXXX XXXXXXX 00000 SFD 8.250 7.250 $ 2,704.56 360 1-Dec-30 $ 360,000.00
5830453 XXXXXXXX XX 00000 PUD 8.250 7.250 $ 2,298.88 360 1-Sep-30 $ 305,410.58
5830458 XXXXXXXX XXXXXXXXXX 00000 SFD 8.375 7.250 $ 4,175.08 000 0-Xxx-00 $ 548,958.58
5830519 XXXXXX XX 00000 SFD 8.500 7.250 $ 3,383.22 000 0-Xxx-00 $ 439,733.45
5830522 XXXX XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,384.14 000 0-Xxx-00 $ 317,147.64
5830554 XXXXX XXXXX XX 00000 SFD 8.250 7.250 $ 2,313.91 360 1-Oct-30 $ 307,605.83
5830576 XXX XXXX XX 00000 SFD 8.125 7.250 $ 2,554.20 360 1-Oct-30 $ 343,548.41
5830578 XXXXXX XXXX XX 00000 SFD 8.375 7.250 $ 2,280.22 360 1-Oct-30 $ 299,625.76
5830581 XXXXXXXXXX XX 00000 LCO 9.000 7.250 $ 2,800.09 360 1-Oct-30 $ 347,618.39
5830605 XXXXXXXX XX 00000 SFD 8.500 7.250 $ 4,459.70 360 1-Oct-30 $ 579,294.78
5830649 XXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,821.49 000 0-Xxx-00 $ 379,751.43
5830664 XXXXX XXXX XX 00000 SFD 8.375 7.250 $ 3,344.32 000 0-Xxx-00 $ 439,726.51
5830668 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,103.25 360 1-Oct-30 $ 279,601.73
5830747 XXX XXXXXX XX 00000 SFD 8.125 7.250 $ 2,065.26 360 1-Oct-30 $ 277,784.87
5830753 XXXXXXXXXX XX 00000 SFD 8.375 7.250 $ 2,360.02 000 0-Xxx-00 $ 310,307.01
5830754 URBANA MD 21704 SFD 8.000 7.250 $ 2,164.61 360 1-Oct-30 $ 294,548.84
5830764 XXXXX XX 00000 SFD 8.500 7.250 $ 2,316.48 360 1-Oct-30 $ 300,899.68
5830771 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,335.24 360 1-Oct-30 $ 310,442.21
5830778 XXXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,333.38 360 1-Oct-30 $ 317,571.82
5830792 XXXXXXXXXXXX XX 00000 SFD 8.125 7.250 $ 2,705.29 000 0-Xxx-00 $ 364,111.66
5830872 XXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,568.18 000 0-Xxx-00 $ 349,765.15
5830901 XXXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,268.45 360 1-Oct-30 $ 301,563.59
5830988 XXXXXXX XX 00000 SFD 8.000 7.250 $ 2,029.60 360 1-Oct-30 $ 276,227.56
5830998 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,331.93 360 1-Oct-30 $ 310,002.78
5831181 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,884.87 000 0-Xxx-00 $ 383,755.13
5831252 XXXXXXX XXXXX XX 00000 LCO 8.250 7.500 $ 4,267.20 000 0-Xxx-00 $ 567,637.80
5831406 XXXXXXX XXXXX XX 00000 SFD 8.125 7.500 $ 2,056.72 360 1-Dec-30 $ 277,000.00
5831799 XXXXXXX XXXXX XX 00000 LCO 8.375 7.250 $ 2,614.65 360 1-Oct-30 $ 343,570.87
5831895 XXXX XXXXX XX 00000 SFD 8.250 7.250 $ 2,698.55 000 0-Xxx-00 $ 358,970.95
5831934 XXXX XX 00000 SFD 9.000 7.250 $ 4,755.32 000 0-Xxx-00 $ 590,677.18
5832034 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,494.80 360 1-Dec-30 $ 336,000.00
5832125 XXXXXXX XX 00000 LCO 9.250 7.500 $ 4,113.38 000 0-Xxx-00 $ 499,740.79
5832201 XXXXXXXX XXXX XX 00000 SFD 9.250 7.500 $ 3,290.71 360 1-Dec-30 $ 400,000.00
5832393 XXXXXX XXXX XX 00000 SFD 8.500 7.250 $ 2,183.71 000 0-Xxx-00 $ 283,827.96
5832584 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 1,076.48 000 0-Xxx-00 $ 139,915.19
5832590 XXXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,537.75 000 0-Xxx-00 $ 349,759.13
5832629 XXXXXXXX XXXX XX 00000 SFD 8.875 7.500 $ 3,681.45 000 0-Xxx-00 $ 462,440.60
5832729 XXXXXXXXX XXXXX XX 00000 SFD 8.000 7.250 $ 2,348.05 000 0-Xxx-00 $ 319,785.28
5833010 XXXXXXX XX 00000 SFD 7.875 7.500 $ 2,691.83 360 1-Dec-30 $ 371,250.00
5833094 XXXX XXXXXX XX 00000 SFD 8.250 7.250 $ 4,879.48 000 0-Xxx-00 $ 649,085.83
5833177 XXXX XXXXX XX 00000 SFD 8.375 7.500 $ 3,198.39 000 0-Xxx-00 $ 420,538.44
5833287 XXXXX XXXXXXX XX 00000 SFD 8.000 7.500 $ 2,105.91 000 0-Xxx-00 $ 286,807.42
5833361 XXXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 3,158.86 000 0-Xxx-00 $ 430,211.14
5833499 XXXXXXX XXXX XX 00000 SFD 8.375 7.500 $ 2,850.28 000 0-Xxx-00 $ 374,766.91
5833506 XXXXXXXXX XX 00000 SFD 7.750 7.483 $ 5,373.10 000 0-Xxx-00 $ 749,470.65
5833560 XXXXXXX XX 00000 SFD 7.750 7.483 $ 2,149.24 000 0-Xxx-00 $ 299,788.26
5833764 XXXXXX XX 00000 SFD 8.500 7.500 $ 3,075.66 360 1-Dec-30 $ 400,000.00
5833814 XXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,454.37 360 1-Oct-30 $ 318,811.89
5833935 XXXXXX XX 00000 SFD 8.500 7.500 $ 2,337.50 360 1-Dec-30 $ 304,000.00
5833971 XXXXXX XX 00000 SFD 8.375 7.250 $ 2,546.24 360 1-Oct-30 $ 334,582.12
5834115 XXX XXXXXXXXX XX 00000 HCO 8.250 7.500 $ 2,283.86 000 0-Xxx-00 $ 303,806.14
5834141 XXXXXX XX 00000 HCO 8.250 7.500 $ 3,380.70 000 0-Xxx-00 $ 449,713.05
5834191 XXXXX XX 00000 SFD 8.000 7.500 $ 3,111.17 000 0-Xxx-00 $ 423,715.50
5834204 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,762.04 360 1-Dec-30 $ 367,650.00
5834223 XXXXXXX XXXX XX 00000 PUD 9.000 7.500 $ 2,498.36 000 0-Xxx-00 $ 310,330.39
5834294 XXXXX XX 00000 SFD 8.000 7.500 $ 2,201.30 360 1-Dec-30 $ 300,000.00
5834394 XXXX XXXXXX XX 00000 SFD 8.125 7.500 $ 2,613.60 000 0-Xxx-00 $ 351,769.73
5834492 XXXXX XX 00000 SFD 8.250 7.250 $ 2,163.65 000 0-Xxx-00 $ 287,816.35
5834496 XXXXXXXX XX 00000 SFD 7.500 7.233 $ 531.41 000 0-Xxx-00 $ 75,943.59
5834522 XXX XXXXXXX XX 00000 PUD 8.125 7.500 $ 3,155.62 000 0-Xxx-00 $ 424,721.98
5834657 XXXX XXXXX XX 00000 SFD 8.125 7.500 $ 2,598.75 360 1-Dec-30 $ 350,000.00
5834764 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,217.74 000 0-Xxx-00 $ 295,011.76
5834851 XXX XXXXXXX XX 00000 SFD 8.250 7.250 $ 3,455.83 360 1-Oct-30 $ 459,411.32
5834981 XX XXXXXXXXX XX 00000 SFD 8.125 7.250 $ 3,534.29 000 0-Xxx-00 $ 475,688.63
5835042 XXXXXXXXX XX 00000 SFD 8.125 7.250 $ 3,009.34 000 0-Xxx-00 $ 405,034.88
5835060 XXXXXXX XX 00000 SFD 8.500 7.500 $ 2,606.62 000 0-Xxx-00 $ 338,794.63
5835216 XXXXXXX XX 00000 SFD 8.500 7.250 $ 2,768.09 000 0-Xxx-00 $ 359,781.91
5835219 XXXX XXXXXX XXXX XX 00000 SFD 8.500 7.250 $ 2,964.93 000 0-Xxx-00 $ 385,366.40
5835235 XXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,829.61 360 1-Oct-30 $ 367,552.53
5835262 XXXXXX XXXXX XX 00000 SFD 8.125 7.250 $ 2,398.27 360 1-Oct-30 $ 322,575.99
5835368 XXX XXXXXX XX 00000 SFD 8.000 7.500 $ 3,155.19 360 1-Dec-30 $ 430,000.00
5835485 XXXXXX XX 00000 SFD 8.000 7.500 $ 2,234.32 000 0-Xxx-00 $ 304,295.68
5835555 XXXXXX XX 00000 SFD 8.125 7.250 $ 2,227.49 360 1-Oct-30 $ 299,606.19
5835587 XXXXXXXXXX XXXXXXXX 00000 XXX 8.125 7.250 $ 4,454.98 000 0-Xxx-00 $ 599,607.52
5835591 XXXXXX XXXXX XX 00000 SFD 8.125 7.500 $ 3,534.29 000 0-Xxx-00 $ 475,688.63
5835602 XXXXXXX XX 00000 SFD 8.125 7.250 $ 2,450.24 360 1-Oct-30 $ 329,566.79
5835614 XXXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,193.59 000 0-Xxx-00 $ 298,749.41
5835663 XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,892.38 000 0-Xxx-00 $ 384,754.50
5835705 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,216.24 360 1-Oct-30 $ 294,622.48
5835839 XXXXXXXXX XX 00000 SFD 8.000 7.250 $ 3,595.45 000 0-Xxx-00 $ 489,671.22
5835914 XXXXXXX XX 00000 HCO 8.250 7.500 $ 4,862.20 000 0-Xxx-00 $ 646,787.30
5836048 XXX XXXXX XX 00000 SFD 7.875 7.500 $ 3,444.08 360 1-Dec-30 $ 475,000.00
5836061 XXXXX XX 00000 HCO 8.250 7.500 $ 2,554.31 000 0-Xxx-00 $ 339,783.19
5836078 XXXXX XXXXX XX 00000 SFD 7.750 7.483 $ 2,385.66 000 0-Xxx-00 $ 332,764.96
5836104 XXXXXXX XXXX XX 00000 SFD 8.125 7.500 $ 2,598.75 000 0-Xxx-00 $ 349,771.04
5836285 XXXXX XXXXX XX 00000 SFD 8.125 7.250 $ 2,598.74 360 1-Oct-30 $ 349,540.55
5836475 XXXXX XXXX XX 00000 SFD 8.125 7.500 $ 2,810.36 360 1-Dec-30 $ 378,500.00
5836486 TOBYHANNA TOWNSHIPA 18350 SFD 7.875 7.250 $ 2,668.26 000 0-Xxx-00 $ 367,746.74
5836492 XXXX XX XXXX XX 00000 SFD 7.750 7.483 $ 2,364.17 360 1-Dec-30 $ 330,000.00
5836681 XXX XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,737.34 000 0-Xxx-00 $ 355,784.33
5836715 XXXXX XXXXX XX 00000 SFD 8.000 7.250 $ 2,441.23 000 0-Xxx-00 $ 332,475.98
5836797 XXXXXXX XX 00000 SFD 7.875 7.250 $ 2,400.71 000 0-Xxx-00 $ 330,872.14
5836829 XXXX XXXXXX XX 00000 SFD 8.250 7.250 $ 2,644.46 360 1-Oct-30 $ 351,549.54
5837004 XXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,201.30 000 0-Xxx-00 $ 299,798.70
5837047 XXXXXXX XX 00000 PUD 8.000 7.500 $ 2,069.22 000 0-Xxx-00 $ 281,810.78
5837152 XXXXXX XX 00000 SFD 8.125 7.500 $ 4,640.61 360 1-Dec-30 $ 625,000.00
5837217 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,398.04 000 0-Xxx-00 $ 318,996.46
5837304 XXXX XXXX XX 00000 LCO 8.250 7.250 $ 2,163.65 360 1-Oct-30 $ 287,631.44
5837350 XXXXXXXXX XX 00000 HCO 8.000 7.250 $ 2,370.79 000 0-Xxx-00 $ 322,883.21
5837435 XXXXXX XX 00000 SFD 8.125 7.250 $ 2,375.99 360 1-Oct-30 $ 319,579.94
5837830 XXXXXX XX 00000 SFD 8.125 7.250 $ 4,585.67 000 0-Xxx-00 $ 616,781.67
5837886 XXXXXX XX 00000 SFD 8.125 7.250 $ 2,920.98 000 0-Xxx-00 $ 393,142.67
5837888 XXXXX XX 00000 SFD 8.500 7.250 $ 2,152.96 360 1-Oct-30 $ 279,659.54
5837896 XXXXXXXXX XX 00000 PUD 8.375 7.250 $ 2,350.52 000 0-Xxx-00 $ 309,057.79
5837934 XXXXXXXXX XX 00000 SFD 7.750 7.250 $ 3,421.23 000 0-Xxx-00 $ 477,212.95
5838169 XXXXXX XXXX XX 00000 SFD 7.875 7.500 $ 3,126.87 360 1-Dec-30 $ 431,250.00
5838330 XXXXXXXX XX 00000 SFD 8.250 7.250 $ 4,507.60 360 1-Oct-30 $ 599,232.17
5838777 XXXXXXX XX 00000 LCO 8.500 7.500 $ 2,464.37 000 0-Xxx-00 $ 320,305.84
5838840 XXXX XXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,048.68 000 0-Xxx-00 $ 278,781.54
5838922 XXXXXXXXX XX 00000 SFD 8.375 7.250 $ 6,106.42 000 0-Xxx-00 $ 802,900.64
5839022 XXX XXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,568.64 000 0-Xxx-00 $ 354,016.19
5839115 XXXXXX XX 00000 SFD 7.875 7.500 $ 3,081.55 000 0-Xxx-00 $ 424,707.51
5839262 XXXXXXXXXXX XX 00000 PUD 8.250 7.250 $ 3,358.16 000 0-Xxx-00 $ 446,714.97
5839544 XXXXX XX 00000 SFD 8.250 7.250 $ 3,718.77 360 1-Oct-30 $ 494,366.54
5839723 XXXXX XXXX XX 00000 SFD 8.375 7.250 $ 2,348.63 000 0-Xxx-00 $ 308,807.93
5839743 XXXXX XX XX 00000 SFD 8.375 7.250 $ 3,101.10 360 1-Jun-30 $ 406,451.61
5839771 XX XXXXX XX 00000 SFD 8.250 7.500 $ 5,347.15 360 1-Dec-30 $ 711,750.00
5839779 XXXXXXXXX XXXXX XX 00000 SFD 8.000 7.250 $ 2,721.17 000 0-Xxx-00 $ 370,601.16
5839807 XXXXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,233.22 000 0-Xxx-00 $ 307,788.03
5839813 XXXXXX XX 00000 SFD 7.750 7.250 $ 2,282.49 000 0-Xxx-00 $ 318,375.13
5839869 XXXXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,502.14 000 0-Xxx-00 $ 340,771.19
5839974 XXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,614.41 000 0-Xxx-00 $ 347,778.09
5840022 XXXXX XXXX XX 00000 LCO 8.250 7.250 $ 4,882.49 000 0-Xxx-00 $ 649,485.57
5840043 XXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,722.60 360 1-Oct-30 $ 361,936.21
5840134 XXXXXX XXXXXX XX 00000 LCO 8.500 7.500 $ 1,153.38 000 0-Xxx-00 $ 149,909.12
5840470 XXXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,656.23 360 1-Dec-30 $ 362,000.00
5840631 XXXXXXXX XX 00000 PUD 7.875 7.500 $ 2,356.48 000 0-Xxx-00 $ 324,776.33
5840815 XXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,858.75 000 0-Xxx-00 $ 389,338.59
5840851 XXXXXXXX XX 00000 SFD 8.125 7.250 $ 3,105.12 000 0-Xxx-00 $ 417,926.44
5841007 XXX XXXX XX 00000 HCO 8.250 7.500 $ 3,005.07 360 1-Dec-30 $ 400,000.00
5841172 XXX XXXXX XX 00000 LCO 8.125 7.500 $ 1,225.13 000 0-Xxx-00 $ 164,892.06
5841405 XXXXXX XX 00000 SFD 8.250 7.250 $ 2,554.31 360 1-Oct-30 $ 339,564.89
5841489 XXXXXXX XX 00000 SFD 7.625 7.358 $ 3,008.13 000 0-Xxx-00 $ 424,692.39
5841555 XXX XXXXX XX 00000 LCO 8.250 7.250 $ 2,770.67 000 0-Xxx-00 $ 368,564.83
5841663 XXXXXXXXXX XX 00000 SFD 8.500 7.250 $ 1,643.55 000 0-Xxx-00 $ 213,620.51
5841676 XXXXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,636.95 360 1-Oct-30 $ 350,350.82
5841776 HALF XXXX XXX XX 00000 SFD 8.375 7.500 $ 4,408.42 000 0-Xxx-00 $ 579,639.50
5841779 XXXXX XX 00000 SFD 8.000 7.250 $ 2,788.31 000 0-Xxx-00 $ 379,745.02
5842052 XXXXXXXXX XX 00000 SFD 8.125 7.500 $ 3,142.25 360 1-Dec-30 $ 423,200.00
5842092 CORTE XXXXXX XX 00000 SFD 8.000 7.500 $ 2,648.90 000 0-Xxx-00 $ 360,757.77
5842093 XXXXXX XX 00000 SFD 8.250 7.500 $ 1,126.90 000 0-Xxx-00 $ 149,704.35
5842309 XXXXXXXXX XX 00000 SFD 8.125 7.500 $ 3,040.53 360 1-Dec-30 $ 409,500.00
5842313 XXXXX XXXXXX XX 00000 HCO 8.500 7.500 $ 1,460.94 000 0-Xxx-00 $ 189,884.89
5842365 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,404.05 000 0-Xxx-00 $ 319,795.95
5842510 XXXXX XX 00000 SFD 8.500 7.250 $ 2,672.75 000 0-Xxx-00 $ 347,389.42
5842512 XXXXX XX 00000 SFD 8.000 7.250 $ 4,402.59 000 0-Xxx-00 $ 599,597.41
5842516 XXXXXXX XX 00000 LCO 8.250 7.250 $ 2,253.80 000 0-Xxx-00 $ 299,808.70
5842527 XXXXXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,569.90 359 1-Sep-30 $ 349,525.30
5842751 XXXXXXXXXX XX 00000 SFD 7.875 7.500 $ 3,625.35 000 0-Xxx-00 $ 499,655.90
5842887 XXXXXXXXXXX XX 00000 SFD 8.375 7.250 $ 2,432.23 000 0-Xxx-00 $ 319,801.10
5843147 XXXXXXX XXXXX XX 00000 SFD 7.875 7.500 $ 6,520.19 360 1-Dec-30 $ 899,250.00
5843200 XXXXXXXXX XX 00000 SFD 8.125 7.250 $ 2,152.50 000 0-Xxx-00 $ 289,710.36
5843231 XXX XXXXX XX 00000 SFD 8.500 7.250 $ 2,466.67 360 1-Oct-30 $ 320,409.96
5843247 XXXXX XXXXXX XX 00000 SFD 7.875 7.250 $ 2,610.25 360 1-Oct-30 $ 359,502.87
5843345 XXX XX 00000 SFD 7.750 7.483 $ 3,761.17 360 1-Dec-30 $ 525,000.00
5843385 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,281.98 000 0-Xxx-00 $ 303,556.30
5843549 XXXXXXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,441.97 360 1-Oct-30 $ 332,351.91
5843570 XXX XXXX XX 00000 LCO 8.250 7.500 $ 2,253.80 000 0-Xxx-00 $ 299,808.70
5843615 XXXXXXXXXX XX 00000 LCO 8.125 7.500 $ 3,341.24 360 1-Dec-30 $ 450,000.00
5843616 XXXXXX XXXXXX XX 00000 SFD 8.375 7.250 $ 2,152.53 360 1-Oct-30 $ 282,846.24
5843674 XXXXX XXXXXXXX XX 00000 SFD 8.375 7.250 $ 2,546.24 360 1-Oct-30 $ 334,582.12
5843710 XXXXXX XX 00000 SFD 8.250 7.250 $ 2,151.63 360 1-Oct-30 $ 286,033.48
5843748 XXX XXXXXX XX 00000 SFD 8.000 7.250 $ 2,700.25 000 0-Xxx-00 $ 367,667.08
5843761 XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,301.88 360 1-Dec-30 $ 306,400.00
5843762 XXXXX XXXXX XX 00000 SFD 8.250 7.250 $ 2,253.80 360 1-Oct-30 $ 299,616.08
5843763 XXX XXXX XX 00000 SFD 8.000 7.500 $ 4,160.08 360 1-Dec-30 $ 566,950.00
5843767 XXXXXXX XX 00000 SFD 8.000 7.250 $ 3,610.12 000 0-Xxx-00 $ 491,669.88
5843779 XXXXXXXXXX XX 00000 SFD 7.875 7.500 $ 6,344.36 360 1-Dec-30 $ 875,000.00
5843816 XXXXXXXXXX XXXXX XX 00000 SFD 8.250 7.250 $ 2,133.60 360 1-Oct-30 $ 283,536.55
5843874 XXXXX XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,295.50 360 1-Oct-30 $ 305,158.98
5843897 XXXXXX XX 00000 SFD 7.875 7.250 $ 2,523.24 000 0-Xxx-00 $ 347,760.51
5843962 XXXXXXXXX XX 00000 SFD 7.750 7.250 $ 2,579.08 360 1-Oct-30 $ 359,490.20
5844011 XXXXXXX XX 00000 SFD 7.875 7.250 $ 2,719.01 000 0-Xxx-00 $ 374,741.93
5844025 XXXXXXXX XXXXX XX 00000 PUD 8.500 7.250 $ 2,448.22 360 1-Oct-30 $ 318,012.87
5844194 XXXXXXXXXX XX 00000 SFD 8.125 7.250 $ 2,079.00 000 0-Xxx-00 $ 279,816.84
5844220 XXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,606.17 360 1-Dec-30 $ 351,000.00
5844243 XXXXXXXX XX 00000 HCO 8.125 7.500 $ 5,977.11 000 0-Xxx-00 $ 803,473.41
5844561 XXXXXX XX 00000 SFD 8.125 7.250 $ 2,880.89 000 0-Xxx-00 $ 387,746.19
5844650 XXXXXX XX 00000 SFD 8.000 7.500 $ 2,348.05 360 1-Dec-30 $ 320,000.00
5844664 XXXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,212.65 360 1-Dec-30 $ 298,000.00
5844702 XXXXXX XXXX XX 00000 SFD 8.125 7.250 $ 2,249.40 360 1-Oct-30 $ 302,552.31
5844703 XXXXXXX XX 00000 SFD 8.375 7.250 $ 3,800.37 360 1-Oct-30 $ 499,329.58
5844762 XXXXXX XX 00000 SFD 7.875 7.250 $ 2,537.74 000 0-Xxx-00 $ 349,759.14
5844891 XXXXXX XXXXX XX 00000 SFD 8.375 7.500 $ 3,344.32 000 0-Xxx-00 $ 439,726.51
5845052 XXXXXXX XX 00000 SFD 8.000 7.250 $ 4,145.77 000 0-Xxx-00 $ 564,620.90
5845141 XXXX XXXXX XX 00000 SFD 8.125 7.250 $ 2,270.56 360 1-Oct-30 $ 305,398.58
5845278 XXXXXX XX 00000 HCO 8.875 7.250 $ 4,232.83 360 1-Sep-30 $ 531,098.63
5845305 XXXXXXXXX XX 00000 SFD 8.125 7.250 $ 2,529.69 000 0-Xxx-00 $ 340,477.14
5845307 XXXXXX XX 00000 SFD 8.250 7.250 $ 3,428.03 360 1-Aug-30 $ 455,023.38
5845431 XXX XXXX XX 00000 SFD 8.000 7.500 $ 2,384.74 360 1-Dec-30 $ 325,000.00
5845461 XXXX XXXXX XX 00000 SFD 8.000 7.250 $ 2,729.60 000 0-Xxx-00 $ 371,750.40
5845474 XXXXXXXXXXXXX XX 00000 SFD 8.250 7.250 $ 3,174.85 000 0-Xxx-00 $ 422,330.53
5845825 XXXXXXXX XX 00000 SFD 8.000 7.250 $ 3,118.50 000 0-Xxx-00 $ 424,714.83
5845840 XXXXXXX XX 00000 SFD 8.000 7.250 $ 3,448.69 000 0-Xxx-00 $ 469,633.33
5845848 EAST XXXX XXXX XX 00000 SFD 8.250 7.500 $ 2,075.75 000 0-Xxx-00 $ 276,123.81
5846237 XXXXX XXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,524.26 000 0-Xxx-00 $ 335,785.74
5846327 XXXXXXXX XX 00000 SFD 8.500 7.250 $ 3,114.10 000 0-Xxx-00 $ 404,754.65
5846328 XXX XXXX XX 00000 LCO 8.250 7.250 $ 3,005.07 000 0-Xxx-00 $ 399,544.93
5846405 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,932.89 360 1-Dec-30 $ 523,500.00
5846409 XXXXXXXXXX XXXXXXXX 00000 SFD 8.375 7.250 $ 3,210.55 000 0-Xxx-00 $ 422,137.45
5846519 XXXXXXX XXXXXXXX XX 00000 SFD 8.500 7.250 $ 3,604.28 000 0-Xxx-00 $ 467,466.03
5846549 XXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,960.32 000 0-Xxx-00 $ 384,766.76
5846580 XXXXXXX XX 00000 SFD 8.250 7.250 $ 4,507.60 000 0-Xxx-00 $ 599,617.40
5846889 XXX XXXXX XX 00000 SFD 8.250 7.250 $ 2,614.41 360 1-Oct-30 $ 347,554.65
5846991 XXXXXXX XXXX XX 00000 SFD 8.250 7.500 $ 3,005.07 000 0-Xxx-00 $ 399,744.93
5847028 XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,253.80 000 0-Xxx-00 $ 299,808.70
5847067 XXXXXXX XXX XX 00000 SFD 8.250 7.250 $ 2,516.74 000 0-Xxx-00 $ 334,786.39
5847091 XXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,829.60 000 0-Xxx-00 $ 367,777.07
5847132 XXXXXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,472.79 000 0-Xxx-00 $ 336,773.88
5847498 XXXXXX XX 00000 SFD 8.125 7.250 $ 6,125.60 000 0-Xxx-00 $ 824,460.34
5847550 XXXXX XXXXXXXX XX 00000 SFD 8.375 7.250 $ 2,379.85 000 0-Xxx-00 $ 312,913.39
5847565 XXXXX XXXX XX 00000 SFD 7.875 7.500 $ 3,821.12 360 1-Dec-30 $ 527,000.00
5848018 XXXXX XX 00000 SFD 8.000 7.250 $ 2,054.54 000 0-Xxx-00 $ 279,812.13
5848077 XXXXXXX XX 00000 SFD 8.125 7.500 $ 3,281.84 360 1-Dec-30 $ 442,000.00
5848177 XXXXXX XX 00000 SFD 8.500 7.250 $ 1,633.95 000 0-Xxx-00 $ 212,371.26
5848302 XXXXXX XX 00000 SFD 8.000 7.250 $ 3,412.01 000 0-Xxx-00 $ 464,687.99
5848424 XXXXXXX XX 00000 SFD 8.500 7.250 $ 3,844.57 000 0-Xxx-00 $ 499,697.10
5848454 XXXX XXXXX XX 00000 PUD 8.125 7.500 $ 4,454.99 000 0-Xxx-00 $ 599,607.51
5848761 XXXX XXXX XX 00000 SFD 8.250 7.500 $ 2,298.51 000 0-Xxx-00 $ 305,754.90
5848770 XXX XXXXXXX XX 00000 HCO 8.250 7.500 $ 2,248.17 360 1-Dec-30 $ 299,250.00
5848801 XXXXXXXX XXX XX 00000 SFD 8.500 7.250 $ 4,305.92 000 0-Xxx-00 $ 559,660.75
5848901 XXXXXX XX 00000 PUD 8.250 7.250 $ 2,838.29 000 0-Xxx-00 $ 377,211.78
5848916 XXXXXXX XX 00000 SFD 8.375 7.250 $ 2,386.63 000 0-Xxx-00 $ 313,804.83
5848950 XXXXXXXXX XX 00000 SFD 8.000 7.250 $ 2,201.29 360 1-Oct-30 $ 299,596.08
5848954 XXXXXXX XX 00000 SFD 8.375 7.250 $ 2,584.25 360 1-Oct-30 $ 339,575.86
5849049 XXXXXX XXXXX XX 00000 HCO 8.250 7.500 $ 2,958.12 360 1-Dec-30 $ 393,750.00
5849139 XXXXXX XX 00000 SFD 8.250 7.250 $ 2,540.78 000 0-Xxx-00 $ 337,984.35
5849395 XXXXXX XXXXXX XX 00000 SFD 9.000 7.500 $ 2,703.54 360 1-Dec-30 $ 336,000.00
5849649 XXXXXXXXX XX 00000 SFD 8.500 7.250 $ 2,308.28 000 0-Xxx-00 $ 300,018.14
5849681 XXXXXXX XX 00000 SFD 8.250 7.250 $ 3,944.15 000 0-Xxx-00 $ 524,665.23
5849692 XXXXXXXX XX 00000 SFD 8.125 7.250 $ 2,227.50 360 1-Oct-30 $ 299,606.17
5849766 XXX XXXXXXX XX 00000 SFD 8.125 7.250 $ 4,826.24 000 0-Xxx-00 $ 649,574.80
5849799 XXXXXXXX XXXX XX 00000 SFD 8.125 7.250 $ 2,286.89 000 0-Xxx-00 $ 307,798.53
5849897 XXXXXXXXX XX 00000 SFD 8.125 7.250 $ 2,672.99 000 0-Xxx-00 $ 359,434.51
5849972 XXX XXXXXXXX XX 00000 LCO 8.000 7.250 $ 3,463.37 000 0-Xxx-00 $ 471,683.30
5850501 XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,253.80 000 0-Xxx-00 $ 299,808.70
5851072 XXX XXXX XX 00000 LCO 8.250 7.250 $ 2,674.51 000 0-Xxx-00 $ 355,772.99
5851103 XXXXXX XX 00000 SFD 7.875 7.250 $ 2,262.22 360 1-Oct-30 $ 311,392.69
5851331 XXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,629.43 000 0-Xxx-00 $ 349,776.82
5851342 GOLD XXXXX XX 00000 SFD 8.250 7.250 $ 2,310.14 000 0-Xxx-00 $ 307,303.92
5851354 XXXX XX 00000 SFD 7.875 7.250 $ 2,211.46 000 0-Xxx-00 $ 304,790.10
0000000 XXXXXXX CA 94510 SFD 8.250 7.250 $ 2,896.13 000 0-Xxx-00 $ 385,254.18
5851377 XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,479.18 000 0-Xxx-00 $ 329,789.57
5851418 XXXXXXX XXXXX XX 00000 SFD 8.125 7.250 $ 2,227.49 000 0-Xxx-00 $ 299,803.76
5851420 XXXXXXXX XXXX XX 00000 SFD 8.250 7.250 $ 2,141.11 000 0-Xxx-00 $ 284,818.27
5851430 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,524.50 360 1-Dec-30 $ 340,000.00
5851442 XXXXXX XX 00000 SFD 8.125 7.250 $ 3,429.59 000 0-Xxx-00 $ 461,597.86
5851507 XXX XXXX XX 00000 HCO 8.500 7.250 $ 2,891.11 360 1-Dec-30 $ 376,000.00
5851631 XXXXX XXXX XX 00000 SFD 8.250 7.500 $ 2,081.01 360 1-Dec-30 $ 277,000.00
5852018 XXXXX XX 00000 SFD 8.125 7.250 $ 2,569.04 000 0-Xxx-00 $ 345,773.67
5852045 XXXX XXXXXX XX 00000 SFD 8.000 7.250 $ 2,139.66 360 1-Oct-30 $ 291,207.38
5852070 XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,704.56 000 0-Xxx-00 $ 359,770.44
5852238 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,374.01 000 0-Xxx-00 $ 315,798.49
5852247 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,419.08 360 1-Dec-30 $ 322,000.00
5852260 XXXXXX XX 00000 SFD 8.125 7.250 $ 2,784.36 360 1-Dec-30 $ 375,000.00
5852739 XXXXXXX XX 00000 SFD 8.125 7.250 $ 2,227.50 000 0-Xxx-00 $ 299,803.75
5852786 XXXX XX 00000 SFD 8.250 7.250 $ 2,854.81 360 1-Jan-30 $ 377,241.05
5853348 BOYDS MD 20841 SFD 8.000 7.250 $ 2,068.85 000 0-Xxx-00 $ 281,760.82
5853581 XXXXX XX 00000 PUD 7.875 7.250 $ 3,625.35 000 0-Xxx-00 $ 499,655.90
5853594 XXXXXX XX 00000 SFD 8.125 7.500 $ 2,833.37 360 1-Dec-30 $ 381,600.00
5853596 THE XXXXXXXXX XX 00000 PUD 7.875 7.500 $ 3,625.35 360 1-Dec-30 $ 500,000.00
5853605 XXXXXXX XX 00000 SFD 8.250 7.250 $ 3,018.03 360 1-Dec-30 $ 401,725.00
5853672 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 3,037.21 360 1-Dec-30 $ 395,000.00
5853781 XXXXXXXXXX XXXXX XX 00000 SFD 8.250 7.250 $ 2,692.54 000 0-Xxx-00 $ 358,171.46
5853800 XXXXXXX XX 00000 SFD 8.125 7.250 $ 2,803.30 000 0-Xxx-00 $ 377,303.03
5854359 XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,629.43 000 0-Xxx-00 $ 349,776.82
5854391 XXXXXXX XXXXX XX 00000 SFD 8.250 7.250 $ 2,283.85 000 0-Xxx-00 $ 303,806.15
5854427 XXXXXXXXXXXX XX 00000 SFD 8.125 7.250 $ 2,969.99 000 0-Xxx-00 $ 399,438.34
5854941 XXXXXXXXX XX 00000 SFD 7.875 7.250 $ 2,126.27 000 0-Xxx-00 $ 293,048.18
5854964 XXXXX XXXX XX 00000 SFD 8.250 7.250 $ 3,696.23 000 0-Xxx-00 $ 491,686.27
5854982 XXXXXXX XX 00000 SFD 8.125 7.250 $ 2,524.49 000 0-Xxx-00 $ 339,777.59
5854999 XXXXXX XXXXX XX 00000 SFD 7.875 7.250 $ 2,914.78 000 0-Xxx-00 $ 401,723.35
5855272 XXXXXX XXXXXX XX 00000 SFD 8.250 7.250 $ 3,094.84 000 0-Xxx-00 $ 411,687.32
5855800 XXXXXX XX 00000 SFD 8.250 7.250 $ 3,461.84 000 0-Xxx-00 $ 460,506.16
5855967 THE XXXXXXXXX XX 00000 SFD 8.125 7.250 $ 2,598.74 000 0-Xxx-00 $ 349,771.05
5856002 XXXXXXXXXXX XX 00000 SFD 8.500 7.250 $ 3,998.35 000 0-Xxx-00 $ 519,684.98
5856036 XXX XXXXX XX 00000 SFD 8.000 7.250 $ 4,033.50 000 0-Xxx-00 $ 549,331.17
5856468 XXXXXX XX 00000 SFD 7.875 7.250 $ 2,083.49 000 0-Xxx-00 $ 287,152.24
5856948 XXXXXX XX 00000 SFD 8.125 7.250 $ 2,078.99 000 0-Xxx-00 $ 279,816.84
5857407 XXXXXXX XXXXX XX 00000 LCO 8.250 7.250 $ 2,578.35 000 0-Xxx-00 $ 342,981.15
5857881 XXXXXXX XX 00000 SFD 8.250 7.250 $ 2,579.10 000 0-Xxx-00 $ 343,081.09
5859605 XXXX XXXX XXXX XX 00000 SFD 8.125 7.250 $ 2,390.84 360 1-Dec-30 $ 322,000.00
5860249 XXXXXXXXX XX 00000 SFD 8.250 7.250 $ 2,610.28 000 0-Xxx-00 $ 347,228.44
5860266 XXXXXX XXXXX XX 00000 SFD 8.000 7.250 $ 4,769.47 000 0-Xxx-00 $ 649,563.87
5860275 XXXXX XX 00000 SFD 8.250 7.250 $ 2,188.93 000 0-Xxx-00 $ 291,179.21
7785253 XXXXX XXXXX XX 00000 SFD 7.875 7.500 $ 5,075.49 000 0-Xxx-00 $ 699,518.26
7972255 XXXXXX XX 00000 SFD 8.500 7.500 $ 7,535.35 000 0-Xxx-00 $ 979,406.32
8013241 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,889.37 000 0-Xxx-00 $ 384,354.76
8070415 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,467.44 360 1-Oct-30 $ 320,509.82
8095418 XXXXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,413.12 000 0-Xxx-00 $ 324,787.40
8099307 XXXXXX XX 00000 SFD 7.875 7.500 $ 3,487.44 000 0-Xxx-00 $ 480,648.99
8102152 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,750.09 000 0-Xxx-00 $ 370,141.72
8106188 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,189.01 360 1-Oct-30 $ 287,620.40
8126391 XXXXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,523.24 000 0-Xxx-00 $ 347,760.51
8126605 XXXXXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,915.04 000 0-Xxx-00 $ 392,343.19
8142560 XXXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 1,810.55 000 0-Xxx-00 $ 240,846.33
8206667 XXX XXXX XX 00000 SFD 8.375 7.500 $ 2,847.77 360 1-Jul-30 $ 373,442.61
8218685 NEW YORK CITY NY 10021 LCO 8.500 7.500 $ 2,675.82 000 0-Xxx-00 $ 347,789.18
8220218 XXXXXXX XX 00000 SFD 8.000 7.500 $ 4,329.21 000 0-Xxx-00 $ 589,604.12
8221388 XXX XXXX XX 00000 SFD 8.250 7.500 $ 2,591.87 000 0-Xxx-00 $ 344,780.01
8225391 XXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,170.84 360 1-Oct-30 $ 295,451.66
8225785 XXXXXX XX 00000 SFD 8.375 7.500 $ 2,470.23 360 1-Oct-30 $ 324,594.59
8243030 XXXXXXXX XXX. XX 00000 SFD 8.250 7.500 $ 3,478.36 000 0-Xxx-00 $ 462,704.77
8248663 XXXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,704.56 000 0-Xxx-00 $ 359,770.44
8253021 XXX XXXXXX XX 00000 SFD 8.125 7.500 $ 2,472.52 360 1-Oct-30 $ 332,562.86
8253626 XXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,201.29 000 0-Xxx-00 $ 299,798.71
8259560 XXXXXXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,524.49 360 1-Oct-30 $ 339,553.68
8264966 XXXXXX XX 00000 SFD 8.500 7.500 $ 2,422.08 360 1-Oct-30 $ 314,616.99
8271238 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,645.06 360 1-Sep-30 $ 343,370.38
8278770 XXXXXXX XX 00000 SFD 8.500 7.500 $ 1,184.13 360 1-Oct-30 $ 153,812.74
8278885 XXXXXXXX XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,253.80 360 1-Oct-30 $ 299,616.08
8284210 XXX XXXX XX 00000 SFD 8.000 7.500 $ 2,288.76 360 1-Oct-30 $ 311,500.02
8286664 XXXXX XXXXX XXXXXXX 00000 SFD 8.250 7.500 $ 2,291.36 000 0-Xxx-00 $ 304,805.52
8287205 XXXXXX XX 00000 SFD 8.375 7.500 $ 1,586.45 360 1-Oct-30 $ 208,462.62
8287513 XXXX XXXXXX XX 00000 SFD 8.500 7.500 $ 2,835.75 000 0-Xxx-00 $ 368,576.58
8288710 XXXXXX XX 00000 SFD 8.250 7.500 $ 1,126.90 360 1-Oct-30 $ 149,808.04
0000000 XXXX XXXXXXXX XXXXX 00000 SFD 8.000 7.500 $ 2,054.54 000 0-Xxx-00 $ 279,812.13
8292417 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,622.75 360 1-Oct-30 $ 348,663.23
8294257 XXXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,401.83 000 0-Xxx-00 $ 315,803.59
8295150 XXXXXXXX XXXX XX 00000 LCO 8.000 7.500 $ 2,440.94 000 0-Xxx-00 $ 332,436.79
8298997 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,338.87 000 0-Xxx-00 $ 314,793.94
8300529 XXXXXXXX XXXX XX 00000 SFD 8.250 7.500 $ 2,103.55 360 1-Oct-30 $ 279,641.67
8301226 XXXXX XXXX XX 00000 SFD 8.500 7.500 $ 2,509.73 360 1-Oct-30 $ 326,003.14
8303926 XXXXX XX 00000 SFD 8.375 7.500 $ 2,645.05 360 1-Oct-30 $ 347,364.19
8305121 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,116.12 360 1-Oct-30 $ 284,625.88
8305231 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,591.24 360 1-Oct-30 $ 336,590.24
8305771 XXXXXXX XX 00000 SFD 8.250 7.500 $ 1,068.00 360 1-Oct-30 $ 141,978.08
8306189 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,253.80 360 1-Oct-30 $ 299,616.08
8306366 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 4,056.84 360 1-Oct-30 $ 539,308.95
8306415 XXXXXXXX XX 00000 LCO 8.500 7.500 $ 922.70 360 1-Oct-30 $ 119,854.09
8310593 XXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,348.05 000 0-Xxx-00 $ 319,785.28
8310954 XXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,348.05 360 1-Oct-30 $ 319,569.13
8311314 XXXXXXX XXXXXXX XX 00000 SFD 8.500 7.500 $ 2,435.92 360 1-Oct-30 $ 316,414.80
8311772 XXXXXX XX 00000 SFD 8.000 7.500 $ 4,769.47 000 0-Xxx-00 $ 649,563.86
8311819 XXXX XXXX XX 00000 SFD 8.500 7.500 $ 2,780.39 360 1-Oct-30 $ 361,160.33
8314696 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,082.51 360 1-Oct-30 $ 276,845.26
8314751 XXXXXX XX 00000 SFD 8.875 7.500 $ 2,227.81 360 1-Oct-30 $ 279,684.88
8315230 XXXXX XX 00000 SFD 8.875 7.500 $ 2,227.81 360 1-Oct-30 $ 279,684.88
8316870 XXXXX XX 00000 SFD 8.875 7.500 $ 4,598.83 000 0-Xxx-00 $ 577,675.96
0000000 XX XXXXXXX XX 00000 SFD 8.375 7.500 $ 2,477.84 000 0-Xxx-00 $ 325,797.37
8318400 XXXXXXX XX 00000 SFD 8.250 7.500 $ 5,634.50 000 0-Xxx-00 $ 749,521.75
8318595 DEXTER MI 48130 SFD 8.250 7.500 $ 2,464.15 360 1-Oct-30 $ 327,580.26
8319732 XXXXXXX XX 00000 SFD 7.750 7.483 $ 1,173.76 360 1-Oct-30 $ 163,605.97
8320170 XXXXXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 3,177.86 000 0-Xxx-00 $ 422,730.27
8321230 XXXX XXXXX XX 00000 SFD 8.375 7.500 $ 2,660.25 360 1-Oct-30 $ 349,562.90
8322199 XXXXXXX XX 00000 SFD 8.250 7.500 $ 1,419.89 000 0-Xxx-00 $ 188,879.49
8322351 XXXXXX XX 00000 SFD 8.750 7.500 $ 2,289.30 360 1-Oct-30 $ 289,696.41
8322470 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,629.43 360 1-Oct-30 $ 349,552.11
8324131 XXXXXXX XX 00000 SFD 8.375 7.500 $ 2,541.68 360 1-Oct-30 $ 333,680.76
8325502 XXXXXXX XX 00000 LCO 8.500 7.500 $ 2,829.61 000 0-Xxx-00 $ 367,777.06
8325764 XXXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,394.55 000 0-Xxx-00 $ 322,289.04
8326995 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,817.25 000 0-Xxx-00 $ 374,760.88
8327018 XXXXXXXXX XX 00000 SFD 7.625 7.358 $ 2,151.69 000 0-Xxx-00 $ 303,779.98
8329149 XXXXXX XXXXXXX XX 00000 SFD 8.500 7.500 $ 953.45 000 0-Xxx-00 $ 123,924.88
8330819 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,441.62 360 1-Oct-30 $ 324,584.09
8331635 XXXXXXX XX 00000 LCO 8.500 7.500 $ 3,568.53 000 0-Xxx-00 $ 463,818.84
8332753 S. XXX XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 3,167.92 000 0-Xxx-00 $ 411,750.41
8333085 XXXXXXX XXXXX XX 00000 SFD 8.375 7.500 $ 3,230.31 000 0-Xxx-00 $ 424,735.84
8333475 XXXXX XX 00000 SFD 8.500 7.500 $ 2,189.73 000 0-Xxx-00 $ 284,610.48
8334192 XXXXX XXXXXX XX 00000 SFD 8.000 7.500 $ 4,442.94 000 0-Xxx-00 $ 605,093.73
8335236 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,460.52 000 0-Xxx-00 $ 319,806.15
8336187 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,380.70 000 0-Xxx-00 $ 449,713.05
8336902 XXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,895.74 000 0-Xxx-00 $ 389,466.87
8337904 XXXXX XX 00000 LCO 8.125 7.500 $ 2,413.12 000 0-Xxx-00 $ 324,787.34
8338112 XXXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,498.97 000 0-Xxx-00 $ 324,803.11
8339895 XXXXXXXXXX XXX. XX 00000 SFD 8.250 7.500 $ 2,141.11 000 0-Xxx-00 $ 284,818.27
8340761 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,463.55 000 0-Xxx-00 $ 327,710.90
8341122 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,405.82 000 0-Xxx-00 $ 312,695.45
8341883 XXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,843.90 000 0-Xxx-00 $ 339,422.77
8341985 XXXXXXX XX 00000 SFD 8.375 7.500 $ 2,313.55 000 0-Xxx-00 $ 304,195.80
8347608 XXXXXXX XX 00000 SFD 7.625 7.358 $ 3,344.33 000 0-Xxx-00 $ 472,158.01
8347729 XXXXX XXXX XXXXX XX 00000 SFD 8.500 7.500 $ 3,537.00 000 0-Xxx-00 $ 459,721.33
8347769 XXXXXXX XX 00000 MF2 8.375 7.500 $ 1,809.92 000 0-Xxx-00 $ 237,976.99
8349983 XXXXXXXXXX XXX. XX 00000 SFD 8.125 7.500 $ 2,738.33 360 1-Dec-30 $ 368,800.00
8350454 XXXX XXXXXX XX 00000 SFD 8.000 7.500 $ 2,054.54 000 0-Xxx-00 $ 279,812.13
8351684 XXXX XXXX XXXXX XX 00000 SFD 7.875 7.500 $ 2,249.89 000 0-Xxx-00 $ 310,086.45
8354172 XXXXXXXXXXX XX 00000 SFD 8.875 7.500 $ 2,412.40 000 0-Xxx-00 $ 303,030.02
8354468 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,684.96 000 0-Xxx-00 $ 353,030.43
8355870 XXXXXXX XX 00000 SFD 8.000 7.500 $ 2,494.80 000 0-Xxx-00 $ 339,771.87
8356916 XXXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,802.98 000 0-Xxx-00 $ 372,862.08
8360435 XXX XXXXXX XX 00000 SFD 8.125 7.500 $ 2,598.74 000 0-Xxx-00 $ 349,771.05
8371329 XXXXX XX 00000 SFD 8.250 7.500 $ 2,629.43 000 0-Xxx-00 $ 349,776.82
8371413 ALPINE XXXXXXX XX 00000 SFD 7.750 7.483 $ 4,104.74 240 1-Dec-20 $ 500,000.00
8374627 XXXXXXX XX 00000 SFD 7.625 7.358 $ 2,146.03 000 0-Xxx-00 $ 302,980.55
8386009 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,501.72 000 0-Xxx-00 $ 332,787.66
$199,913,788.12
WFMBS
WFMBS 2000-14 EXHIBIT F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
(Continued)
(i) (x) (xi) (xii) (xiii) (xv) (xvI)
----- ------ --------- ---------- -------- ----------- --------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAIN
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
-------- ------ --------- ---------- -------- ----------- --------
5710518 80.00 0.250 0.017 0.233
5721365 53.95 0.250 0.017 0.483
5733595 80.00 0.250 0.017 0.108
5752289 80.00 0.250 0.017 0.483
5759967 62.27 0.250 0.017 1.108
5765666 90.00 33 0.250 0.017 0.608
5768900 90.91 01 0.250 0.017 1.108
5773515 90.00 33 0.250 0.017 1.483
5773755 80.00 0.250 0.017 0.483
5775477 62.41 0.250 0.017 0.233
5785174 77.01 0.250 0.017 0.358
5790601 80.00 0.250 0.017 0.983
5791278 65.93 0.250 0.017 0.733
5792128 73.62 0.250 0.017 0.983
5792371 60.78 0.250 0.017 0.483
5793611 66.85 0.250 0.017 0.608
5794984 76.74 0.250 0.017 0.608
5796952 54.81 0.250 0.017 1.483
5797414 75.00 0.250 0.017 0.608
5797710 80.00 0.250 0.017 0.983
5798322 70.00 0.250 0.017 0.483
5798329 56.05 0.250 0.017 0.358
5798819 80.00 0.250 0.017 0.733
5799109 80.00 0.250 0.017 0.608
5799699 90.00 01 0.250 0.017 0.608
5800555 69.07 0.250 0.017 0.858
5800690 80.00 0.250 0.017 0.733
5801393 80.00 0.250 0.017 0.358
5803681 90.00 12 0.250 0.017 0.608
5804082 40.60 0.250 0.017 0.108
5804346 42.34 0.250 0.017 0.483
5806047 50.00 0.250 0.017 0.358
5806225 90.00 01 0.250 0.017 0.983
5806426 80.00 0.250 0.017 0.858
5807916 80.00 0.250 0.017 0.608
5808123 80.00 0.250 0.017 0.483
5808885 78.26 0.250 0.017 0.233
5809340 80.00 0.250 0.017 0.733
5809849 67.83 0.250 0.017 0.983
5809956 79.47 0.250 0.017 0.483
5810367 80.00 0.250 0.017 0.000
5811413 66.51 0.250 0.017 0.608
5811623 84.07 24 0.250 0.017 0.983
5812358 76.47 0.250 0.017 0.483
5813129 45.78 0.250 0.017 0.983
5813309 79.49 0.250 0.017 0.233
5813534 50.48 0.250 0.017 0.983
5814565 80.00 0.250 0.017 0.733
5814584 80.00 0.250 0.017 0.483
5815294 75.95 0.250 0.017 0.358
5815511 73.62 0.250 0.017 0.733
5815623 57.63 0.250 0.017 0.358
5816003 80.00 0.250 0.017 0.483
5816300 75.00 0.250 0.017 0.358
5816420 66.14 0.250 0.017 0.483
5816581 79.84 0.250 0.017 0.358
5816733 35.94 0.250 0.017 0.608
5816783 67.57 0.250 0.017 0.608
5816835 85.00 33 0.250 0.017 1.233
5817180 90.00 13 0.250 0.017 0.733
5817308 45.76 0.250 0.017 0.608
5817471 80.00 0.250 0.017 0.608
5817513 48.28 0.250 0.017 0.483
5817674 68.29 0.250 0.017 0.733
5817826 80.00 0.250 0.017 0.733
5817832 74.63 0.250 0.017 0.483
5817875 41.43 0.250 0.017 0.483
5818072 74.87 0.250 0.017 0.733
5818088 61.54 0.250 0.017 0.608
5818198 80.00 0.250 0.017 0.358
5818213 66.15 0.250 0.017 0.358
5818623 80.00 0.250 0.017 0.608
5818860 60.78 0.250 0.017 0.733
5819002 65.00 0.250 0.017 0.858
5819372 80.00 0.250 0.017 0.108
5819376 69.57 0.250 0.017 0.733
5819733 80.00 0.250 0.017 0.000
5819734 75.00 0.250 0.017 0.733
5820178 80.00 0.250 0.017 0.483
5820213 90.00 13 0.250 0.017 0.608
5820267 80.00 0.250 0.017 0.858
5820474 69.51 0.250 0.017 0.233
5820499 80.00 0.250 0.017 0.358
5820740 80.00 0.250 0.017 0.733
5820903 71.43 0.250 0.017 0.358
5820905 80.00 0.250 0.017 0.108
5821114 36.14 0.250 0.017 0.858
5821191 75.00 0.250 0.017 0.608
5821485 79.99 0.250 0.017 0.733
5821499 80.00 0.250 0.017 0.358
5821509 79.30 0.250 0.017 0.358
5821804 79.95 0.250 0.017 0.983
5821862 80.00 0.250 0.017 0.233
5822220 80.00 0.250 0.017 0.608
5822506 80.00 0.250 0.017 0.358
5822824 52.11 0.250 0.017 0.483
5822960 77.78 0.250 0.017 0.733
5823089 80.00 0.250 0.017 0.733
5823181 70.00 0.250 0.017 0.483
5823242 79.99 0.250 0.017 0.608
5823264 79.99 0.250 0.017 0.733
5823303 54.55 0.250 0.017 0.983
5823423 76.71 0.250 0.017 0.733
5823725 77.65 0.250 0.017 0.858
5824010 79.99 0.250 0.017 0.358
5824436 80.00 0.250 0.017 0.483
5824641 80.00 0.250 0.017 0.358
5824754 95.00 06 0.250 0.017 0.483
5824835 80.00 0.250 0.017 0.358
5825090 52.91 0.250 0.017 0.233
5825616 80.00 0.250 0.017 0.483
5825718 79.99 0.250 0.017 0.733
5825754 68.18 0.250 0.017 0.858
5825851 90.00 11 0.250 0.017 0.733
5825903 80.00 0.250 0.017 0.608
5825946 46.39 0.250 0.017 0.358
5826063 75.00 0.250 0.017 0.733
5826976 69.85 0.250 0.017 0.733
5826992 65.00 0.250 0.017 0.358
5827063 90.00 06 0.250 0.017 0.358
5827070 80.00 0.250 0.017 0.608
5827088 75.86 0.250 0.017 0.483
5827101 80.00 0.250 0.017 0.733
5827232 66.95 0.250 0.017 0.483
5827734 70.00 0.250 0.017 0.858
5827906 95.00 33 0.250 0.017 0.983
5828004 56.66 0.250 0.017 0.000
5828047 72.84 0.250 0.017 0.483
5828067 60.28 0.250 0.017 0.358
5828592 74.74 0.250 0.017 0.483
5828679 69.19 0.250 0.017 0.483
5828684 58.00 0.250 0.017 0.483
5828708 80.00 0.250 0.017 0.358
5828826 62.22 0.250 0.017 0.483
5828889 58.33 0.250 0.017 0.483
5828928 80.00 0.250 0.017 0.358
5829033 80.00 0.250 0.017 0.233
5829294 70.59 0.250 0.017 0.358
5829634 70.04 0.250 0.017 0.858
5829891 51.28 0.250 0.017 0.233
5829998 84.85 01 0.250 0.017 0.858
5830353 80.00 0.250 0.017 0.858
5830360 63.47 0.250 0.017 0.358
5830363 90.00 01 0.250 0.017 0.858
5830364 80.00 0.250 0.017 0.733
5830381 53.38 0.250 0.017 0.733
5830418 65.91 0.250 0.017 0.983
5830442 80.00 0.250 0.017 0.983
5830444 73.21 0.250 0.017 0.358
5830449 62.61 0.250 0.017 0.733
5830453 90.00 01 0.250 0.017 0.733
5830458 80.00 0.250 0.017 0.858
5830519 80.00 0.250 0.017 0.983
5830522 89.99 33 0.250 0.017 0.733
5830554 80.00 0.250 0.017 0.733
5830576 80.00 0.250 0.017 0.608
5830578 65.93 0.250 0.017 0.858
5830581 80.00 0.250 0.017 1.483
5830605 70.09 0.250 0.017 0.983
5830649 64.41 0.250 0.017 0.358
5830664 80.00 0.250 0.017 0.858
5830668 80.00 0.250 0.017 0.733
5830747 79.99 0.250 0.017 0.608
5830753 79.99 0.250 0.017 0.858
5830754 80.00 0.250 0.017 0.483
5830764 80.00 0.250 0.017 0.983
5830771 80.00 0.250 0.017 0.733
5830778 79.88 0.250 0.017 0.483
5830792 79.99 0.250 0.017 0.608
5830872 67.15 0.250 0.017 0.483
5830901 79.99 0.250 0.017 0.733
5830988 80.00 0.250 0.017 0.483
5830998 80.00 0.250 0.017 0.733
5831181 80.00 0.250 0.017 0.483
5831252 80.00 0.250 0.017 0.483
5831406 65.95 0.250 0.017 0.358
5831799 80.00 0.250 0.017 0.858
5831895 80.00 0.250 0.017 0.733
5831934 60.00 0.250 0.017 1.483
5832034 80.00 0.250 0.017 0.358
5832125 62.50 0.250 0.017 1.483
5832201 80.00 0.250 0.017 1.483
5832393 80.00 0.250 0.017 0.983
5832584 57.14 0.250 0.017 0.733
5832590 36.84 0.250 0.017 0.108
5832629 64.44 0.250 0.017 1.108
5832729 64.31 0.250 0.017 0.483
5833010 75.00 0.250 0.017 0.108
5833094 77.78 0.250 0.017 0.733
5833177 80.00 0.250 0.017 0.608
5833287 71.75 0.250 0.017 0.233
5833361 70.00 0.250 0.017 0.233
5833499 76.53 0.250 0.017 0.608
5833506 60.00 0.250 0.017 0.000
5833560 48.78 0.250 0.017 0.000
5833764 80.00 0.250 0.017 0.733
5833814 80.00 0.250 0.017 0.983
5833935 80.00 0.250 0.017 0.733
5833971 65.05 0.250 0.017 0.858
5834115 80.00 0.250 0.017 0.483
5834141 64.75 0.250 0.017 0.483
5834191 80.00 0.250 0.017 0.233
5834204 95.00 01 0.250 0.017 0.483
5834223 90.00 01 0.250 0.017 1.233
5834294 80.00 0.250 0.017 0.233
5834394 80.00 0.250 0.017 0.358
5834492 80.00 0.250 0.017 0.733
5834496 48.72 0.250 0.017 0.000
5834522 69.11 0.250 0.017 0.358
5834657 46.67 0.250 0.017 0.358
5834764 80.00 0.250 0.017 0.483
5834851 80.00 0.250 0.017 0.733
5834981 85.00 11 0.250 0.017 0.608
5835042 80.00 0.250 0.017 0.608
5835060 79.76 0.250 0.017 0.733
5835216 78.26 0.250 0.017 0.983
5835219 80.00 0.250 0.017 0.983
5835235 80.00 0.250 0.017 0.983
5835262 80.00 0.250 0.017 0.608
5835368 69.92 0.250 0.017 0.233
5835485 70.00 0.250 0.017 0.233
5835555 52.63 0.250 0.017 0.608
5835587 74.53 0.250 0.017 0.608
5835591 80.00 0.250 0.017 0.358
5835602 68.75 0.250 0.017 0.608
5835614 80.00 0.250 0.017 0.483
5835663 84.62 01 0.250 0.017 0.733
5835705 62.85 0.250 0.017 0.733
5835839 74.68 0.250 0.017 0.483
5835914 80.00 0.250 0.017 0.483
5836048 67.86 0.250 0.017 0.108
5836061 45.33 0.250 0.017 0.483
5836078 66.73 0.250 0.017 0.000
5836104 58.14 0.250 0.017 0.358
5836285 53.85 0.250 0.017 0.608
5836475 79.10 0.250 0.017 0.358
5836486 80.00 0.250 0.017 0.358
5836492 52.38 0.250 0.017 0.000
5836681 80.00 0.250 0.017 0.733
5836715 90.00 0.250 0.017 0.483
5836797 79.59 0.250 0.017 0.358
5836829 80.00 0.250 0.017 0.733
5837004 84.58 13 0.250 0.017 0.483
5837047 80.00 0.250 0.017 0.233
5837152 50.81 0.250 0.017 0.358
5837217 80.00 0.250 0.017 0.733
5837304 80.00 0.250 0.017 0.733
5837350 90.00 13 0.250 0.017 0.483
5837435 80.00 0.250 0.017 0.608
5837830 79.69 0.250 0.017 0.608
5837886 80.00 0.250 0.017 0.608
5837888 80.00 0.250 0.017 0.983
5837896 79.99 0.250 0.017 0.858
5837934 80.00 0.250 0.017 0.233
5838169 75.00 0.250 0.017 0.108
5838330 77.92 0.250 0.017 0.733
5838777 89.03 13 0.250 0.017 0.733
5838840 73.63 0.250 0.017 0.233
5838922 67.23 0.250 0.017 0.858
5839022 80.00 0.250 0.017 0.108
5839115 63.59 0.250 0.017 0.108
5839262 75.76 0.250 0.017 0.733
5839544 75.00 0.250 0.017 0.733
5839723 77.25 0.250 0.017 0.858
5839743 79.22 0.250 0.017 0.858
5839771 65.00 0.250 0.017 0.483
5839779 79.99 0.250 0.017 0.483
5839807 70.00 0.250 0.017 0.108
5839813 79.98 0.250 0.017 0.233
5839869 89.97 11 0.250 0.017 0.483
5839974 80.00 0.250 0.017 0.733
5840022 78.59 0.250 0.017 0.733
5840043 80.00 0.250 0.017 0.733
5840134 55.15 0.250 0.017 0.733
5840470 61.88 FX30YR 0.250 0.017 0.233
5840631 61.90 0.250 0.017 0.108
5840815 79.85 0.250 0.017 0.483
5840851 80.00 0.250 0.017 0.608
5841007 27.12 0.250 0.017 0.483
5841172 75.00 0.250 0.017 0.358
5841405 62.96 0.250 0.017 0.733
5841489 62.04 0.250 0.017 0.000
5841555 78.47 0.250 0.017 0.733
5841663 75.00 0.250 0.017 0.983
5841676 94.99 12 0.250 0.017 0.733
5841776 50.43 0.250 0.017 0.608
5841779 67.86 0.250 0.017 0.483
5842052 80.00 0.250 0.017 0.358
5842092 65.64 0.250 0.017 0.233
5842093 47.17 0.250 0.017 0.483
5842309 65.00 0.250 0.017 0.358
5842313 65.52 0.250 0.017 0.733
5842365 65.71 0.250 0.017 0.733
5842510 79.00 0.250 0.017 0.983
5842512 74.53 0.250 0.017 0.483
5842516 80.00 0.250 0.017 0.733
5842527 78.14 0.250 0.017 0.483
5842751 55.62 0.250 0.017 0.108
5842887 75.29 0.250 0.017 0.858
5843147 75.00 0.250 0.017 0.108
5843200 79.99 0.250 0.017 0.608
5843231 80.00 0.250 0.017 0.983
5843247 47.37 0.250 0.017 0.358
5843345 53.08 0.250 0.017 0.000
5843385 75.00 0.250 0.017 0.483
5843549 80.00 0.250 0.017 0.483
5843570 60.00 0.250 0.017 0.483
5843615 62.94 0.250 0.017 0.358
5843616 80.00 0.250 0.017 0.858
5843674 77.91 0.250 0.017 0.858
5843710 80.00 0.250 0.017 0.733
5843748 80.00 0.250 0.017 0.483
5843761 80.00 0.250 0.017 0.733
5843762 51.72 0.250 0.017 0.733
5843763 69.99 0.250 0.017 0.233
5843767 80.00 0.250 0.017 0.483
5843779 62.95 0.250 0.017 0.108
5843816 69.44 0.250 0.017 0.733
5843874 71.89 0.250 0.017 0.733
5843897 80.00 0.250 0.017 0.358
5843962 64.40 0.250 0.017 0.233
5844011 68.18 0.250 0.017 0.358
5844025 80.00 0.250 0.017 0.983
5844194 80.00 0.250 0.017 0.608
5844220 60.00 0.250 0.017 0.358
5844243 70.00 0.250 0.017 0.358
5844561 80.00 0.250 0.017 0.608
5844650 58.18 0.250 0.017 0.233
5844664 51.38 0.250 0.017 0.358
5844702 90.00 01 0.250 0.017 0.608
5844703 88.50 33 0.250 0.017 0.858
5844762 51.47 0.250 0.017 0.358
5844891 77.88 0.250 0.017 0.608
5845052 68.48 0.250 0.017 0.483
5845141 79.99 0.250 0.017 0.608
5845278 80.00 0.250 0.017 1.358
5845305 80.00 0.250 0.017 0.608
5845307 90.00 01 0.250 0.017 0.733
5845431 45.83 0.250 0.017 0.233
5845461 80.00 0.250 0.017 0.483
5845474 79.96 0.250 0.017 0.733
5845825 44.04 0.250 0.017 0.483
5845840 67.63 0.250 0.017 0.483
5845848 90.00 12 0.250 0.017 0.483
5846237 80.00 0.250 0.017 0.733
5846327 73.10 0.250 0.017 0.983
5846328 79.21 0.250 0.017 0.733
5846405 68.43 0.250 0.017 0.483
5846409 80.00 0.250 0.017 0.858
5846519 75.00 0.250 0.017 0.983
5846549 70.00 0.250 0.017 0.983
5846580 69.77 0.250 0.017 0.733
5846889 73.26 0.250 0.017 0.733
5846991 53.33 0.250 0.017 0.483
5847028 66.67 0.250 0.017 0.733
5847067 64.42 0.250 0.017 0.733
5847091 80.00 0.250 0.017 0.983
5847132 65.82 0.250 0.017 0.483
5847498 62.70 0.250 0.017 0.608
5847550 80.00 0.250 0.017 0.858
5847565 57.60 0.250 0.017 0.108
5848018 80.00 0.250 0.017 0.483
5848077 54.23 0.250 0.017 0.358
5848177 67.89 0.250 0.017 0.983
5848302 75.98 0.250 0.017 0.483
5848424 28.57 0.250 0.017 0.983
5848454 50.00 0.250 0.017 0.358
5848761 89.99 01 0.250 0.017 0.483
5848770 75.00 0.250 0.017 0.483
5848801 78.87 0.250 0.017 0.983
5848901 79.99 0.250 0.017 0.733
5848916 80.00 0.250 0.017 0.858
5848950 80.00 0.250 0.017 0.483
5848954 77.27 0.250 0.017 0.858
5849049 75.00 0.250 0.017 0.483
5849139 79.99 0.250 0.017 0.733
5849395 80.00 0.250 0.017 1.233
5849649 79.84 0.250 0.017 0.983
5849681 50.00 0.250 0.017 0.733
5849692 68.97 0.250 0.017 0.608
5849766 54.17 0.250 0.017 0.608
5849799 51.33 0.250 0.017 0.608
5849897 32.73 0.250 0.017 0.608
5849972 80.00 0.250 0.017 0.483
5850501 71.43 0.250 0.017 0.733
5851072 80.00 0.250 0.017 0.733
5851103 80.00 0.250 0.017 0.358
5851331 60.87 0.250 0.017 0.733
5851342 75.00 0.250 0.017 0.733
5851354 82.43 06 0.250 0.017 0.358
5851367 79.48 0.250 0.017 0.733
5851377 49.85 0.250 0.017 0.733
5851418 75.00 0.250 0.017 0.608
5851420 74.03 0.250 0.017 0.733
5851430 80.00 0.250 0.017 0.358
5851442 79.99 0.250 0.017 0.608
5851507 80.00 0.250 0.017 0.983
5851631 41.34 0.250 0.017 0.483
5852018 73.62 0.250 0.017 0.608
5852045 79.95 0.250 0.017 0.483
5852070 40.45 0.250 0.017 0.733
5852238 80.00 0.250 0.017 0.733
5852247 77.59 0.250 0.017 0.483
5852260 67.20 0.250 0.017 0.608
5852739 76.18 0.250 0.017 0.608
5852786 80.00 0.250 0.017 0.733
5853348 79.43 0.250 0.017 0.483
5853581 59.88 0.250 0.017 0.358
5853594 80.00 0.250 0.017 0.358
5853596 47.62 0.250 0.017 0.108
5853605 80.00 0.250 0.017 0.733
5853672 56.83 0.250 0.017 0.733
5853781 80.00 0.250 0.017 0.733
5853800 90.00 06 0.250 0.017 0.608
5854359 61.51 0.250 0.017 0.733
5854391 80.00 0.250 0.017 0.733
5854427 62.50 0.250 0.017 0.608
5854941 85.00 06 0.250 0.017 0.358
5854964 80.00 0.250 0.017 0.733
5854982 40.48 0.250 0.017 0.608
5854999 61.85 0.250 0.017 0.358
5855272 80.00 0.250 0.017 0.733
5855800 80.00 0.250 0.017 0.733
5855967 78.13 0.250 0.017 0.608
5856002 79.39 0.250 0.017 0.983
5856036 80.00 0.250 0.017 0.483
5856468 89.99 06 0.250 0.017 0.358
5856948 49.56 0.250 0.017 0.608
5857407 80.00 0.250 0.017 0.733
5857881 61.30 0.250 0.017 0.733
5859605 64.40 0.250 0.017 0.608
5860249 89.99 13 0.250 0.017 0.733
5860266 72.93 0.250 0.017 0.483
5860275 80.00 0.250 0.017 0.733
7785253 62.77 0.250 0.017 0.108
7972255 70.00 0.250 0.017 0.733
8013241 79.99 0.250 0.017 0.483
8070415 79.99 0.250 0.017 0.733
8095418 69.60 0.250 0.017 0.358
8099307 80.00 0.250 0.017 0.108
8102152 80.00 0.250 0.017 0.358
8106188 90.00 06 0.250 0.017 0.608
8126391 80.00 0.250 0.017 0.108
8126605 71.17 0.250 0.017 0.358
8142560 58.78 0.250 0.017 0.483
8206667 75.00 0.250 0.017 0.608
8218685 80.00 0.250 0.017 0.733
8220218 74.68 0.250 0.017 0.233
8221388 50.36 0.250 0.017 0.483
8225391 80.00 0.250 0.017 0.233
8225785 44.07 0.250 0.017 0.608
8243030 68.09 0.250 0.017 0.483
8248663 80.00 0.250 0.017 0.483
8253021 72.39 0.250 0.017 0.358
8253626 68.81 0.250 0.017 0.233
8259560 80.00 0.250 0.017 0.358
8264966 55.18 0.250 0.017 0.733
8271238 84.52 33 0.250 0.017 0.733
8278770 70.00 0.250 0.017 0.733
8278885 54.55 0.250 0.017 0.483
8284210 80.00 0.250 0.017 0.233
8286664 76.25 0.250 0.017 0.483
8287205 80.00 0.250 0.017 0.608
8287513 76.04 0.250 0.017 0.733
8288710 47.62 0.250 0.017 0.483
8289792 55.45 0.250 0.017 0.233
8292417 90.00 13 0.250 0.017 0.483
8294257 80.00 0.250 0.017 0.608
8295150 80.00 0.250 0.017 0.233
8298997 75.00 0.250 0.017 0.358
8300529 65.88 0.250 0.017 0.483
8301226 80.00 0.250 0.017 0.733
8303926 80.00 0.250 0.017 0.608
8305121 79.17 0.250 0.017 0.358
8305231 42.13 0.250 0.017 0.733
8305771 80.00 0.250 0.017 0.483
8306189 53.46 0.250 0.017 0.483
8306366 80.00 0.250 0.017 0.483
8306415 80.00 0.250 0.017 0.733
8310593 80.00 0.250 0.017 0.233
8310954 71.52 0.250 0.017 0.233
8311314 80.00 0.250 0.017 0.733
8311772 76.02 0.250 0.017 0.233
8311819 79.91 0.250 0.017 0.733
8314696 89.99 33 0.250 0.017 0.483
8314751 61.40 0.250 0.017 1.108
8315230 77.49 0.250 0.017 1.108
8316870 79.72 0.250 0.017 1.108
8318010 77.07 0.250 0.017 0.608
8318400 64.66 0.250 0.017 0.483
8318595 77.18 0.250 0.017 0.483
8319732 80.00 0.250 0.017 0.000
8320170 79.96 0.250 0.017 0.483
8321230 70.00 0.250 0.017 0.608
8322199 56.42 0.250 0.017 0.483
8322351 43.43 0.250 0.017 0.983
8322470 63.65 0.250 0.017 0.483
8324131 76.17 0.250 0.017 0.608
8325502 80.00 0.250 0.017 0.733
8325764 75.00 0.250 0.017 0.358
8326995 56.54 0.250 0.017 0.483
8327018 80.00 0.250 0.017 0.000
8329149 80.00 0.250 0.017 0.733
8330819 59.09 0.250 0.017 0.483
8331635 85.00 01 0.250 0.017 0.733
8332753 80.00 0.250 0.017 0.733
8333085 44.74 0.250 0.017 0.608
8333475 90.00 06 0.250 0.017 0.733
8334192 70.00 0.250 0.017 0.233
8335236 55.65 0.250 0.017 0.733
8336187 90.00 11 0.250 0.017 0.483
8336902 63.73 0.250 0.017 0.358
8337904 54.62 0.250 0.017 0.358
8338112 67.43 0.250 0.017 0.733
8339895 75.00 0.250 0.017 0.483
8340761 80.00 0.250 0.017 0.483
8341122 90.00 11 0.250 0.017 0.733
8341883 69.39 0.250 0.017 0.233
8341985 43.18 0.250 0.017 0.608
8347608 70.00 0.250 0.017 0.000
8347729 80.00 0.250 0.017 0.733
8347769 75.00 0.250 0.017 0.608
8349983 80.00 0.250 0.017 0.358
8350454 77.35 0.250 0.017 0.233
8351684 80.00 0.250 0.017 0.108
8354172 80.00 0.250 0.017 1.108
8354468 90.00 33 0.250 0.017 0.608
8355870 80.00 0.250 0.017 0.233
8356916 86.77 01 0.250 0.017 0.483
8360435 45.10 0.250 0.017 0.358
8371329 55.56 0.250 0.017 0.483
8371413 47.62 0.250 0.017 0.000
8374627 80.00 0.250 0.017 0.000
8386009 90.00 11 0.250 0.017 0.483
COUNT: 534
WAC: 8.216246238
WAM: 357.3265197
WALTV: 72.20537888
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
WFMBS
WFMBS 2000-14 EXHIBIT F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- --------------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------- ------- ----- -------- -------- -------- ---------- -------- -----------
5790528 XXXX XXXXX XX 00000 SFD 8.125 7.500 $ 2,032.96 360 1-Oct-30
5790536 XXXXX XXXXX XX 00000 SFD 8.500 7.500 $ 2,306.74 360 1-Oct-30
5791362 XXXXXXX XX 00000 SFD 8.500 7.500 $ 2,166.03 360 1-Oct-30
5802388 XXXXX XXXXXXXXX XX 00000 SFD 8.375 7.500 $ 3,230.31 360 1-Jul-30
5804942 XXXXXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,298.88 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 8.500 7.500 $ 3,352.46 360 1-Oct-30
5811540 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,244.78 360 1-Oct-30
5815078 XXXXXXX XX 00000 SFD 8.500 7.500 $ 2,201.40 360 1-Sep-30
5818734 XXXXX XXXXX XXXXX XX 00000 SFD 8.125 7.500 $ 2,817.03 360 1-Oct-30
5819197 XXXXX XXXXXX XX 00000 SFD 8.375 7.500 $ 3,800.36 360 1-Oct-30
5821992 XXXXXXXX XX 00000 SFD 9.000 7.500 $ 1,203.72 360 1-Sep-30
5822742 XXXXXX XX 00000 PUD 8.375 7.500 $ 2,979.48 360 1-Sep-30
5823030 XXXXXXXXX XX 00000 SFD 9.625 7.500 $ 4,504.94 360 1-Sep-30
5823036 XXXXXXX XX 00000 SFD 9.125 7.500 $ 2,440.90 360 1-Sep-30
5823057 XXXXXXX XX 00000 PUD 8.250 7.500 $ 931.95 360 1-Sep-30
5823130 XXX XXXXXXXX XX 00000 SFD 9.000 7.500 $ 1,657.52 360 1-Sep-30
5823233 XXXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,230.32 360 1-Sep-30
5823250 XXXXXX XX 00000 SFD 8.500 7.500 $ 2,829.60 360 1-Sep-30
5823330 XXX XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,223.37 360 1-Sep-30
5823333 XXXXXXX XX 00000 SFD 9.000 7.500 $ 2,370.42 360 1-Sep-30
5823336 XXX XXXX XX 00000 SFD 8.375 7.500 $ 1,900.18 360 1-Sep-30
5823342 XXXXXXXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,181.68 360 1-Sep-30
5823352 XXXXX XXX XX 00000 SFD 8.375 7.500 $ 2,417.03 360 1-Sep-30
5823503 XXXXXXX XXXX XX 00000 SFD 9.000 7.500 $ 2,735.72 360 1-Sep-30
5823684 XXXXXX XX 00000 SFD 9.125 7.500 $ 637.89 360 1-Sep-30
5823693 XXX XXXX XX 00000 SFD 8.125 7.500 $ 2,898.71 360 1-Sep-30
5823701 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,698.89 360 1-Sep-30
5823702 PRIOR XXXX XX 00000 SFD 8.500 7.500 $ 3,152.55 360 1-Sep-30
5823720 XXXXXXXXXX XX 00000 HCO 8.875 7.500 $ 2,386.93 360 1-Nov-30
5823987 XXXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,249.81 360 1-Aug-30
5824486 XXX XXXXX XX 00000 SFD 9.000 7.500 $ 2,125.01 360 1-Jul-30
5824945 XXXXXXX XX 00000 SFD 8.250 7.500 $ 3,343.14 360 1-Sep-30
5824966 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 4,921.05 360 1-Sep-30
5824975 XXXX XXXXXX XX 00000 PUD 8.500 7.500 $ 3,198.69 360 1-Sep-30
5825116 XXXX XXXXX XX 00000 SFD 8.250 7.500 $ 3,380.70 360 1-Nov-30
5825303 XXXXXXX XX 00000 SFD 9.000 7.500 $ 5,159.24 360 1-Sep-30
5825968 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,268.30 360 1-Oct-30
5827280 XXXXX XXXXXX XX 00000 SFD 8.375 7.500 $ 2,280.22 360 1-Nov-30
5827918 XXXXX XX 00000 SFD 8.500 7.500 $ 2,029.93 360 1-Oct-30
5828746 XXXXXXXX XX 00000 SFD 9.875 7.500 $ 8,683.49 360 1-Sep-30
5829094 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,539.97 000 0-Xxx-00
0000000 XXXX XX 00000 SFD 8.500 7.500 $ 4,613.48 360 1-Sep-30
5830182 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,349.96 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 8.250 7.500 $ 3,673.70 360 1-Nov-30
5832279 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 798.08 360 1-Oct-30
5832284 XXXX XXXX XX 00000 SFD 8.250 7.500 $ 1,404.87 360 1-Nov-30
5832288 XXXXX XXXXXXX XX 00000 SFD 8.000 7.500 $ 1,058.82 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 8.000 7.500 $ 557.66 360 1-Oct-30
5832291 XXXXX XX 00000 SFD 8.000 7.500 $ 990.58 360 1-Nov-30
5832295 XXXXXX XXX XX 00000 SFD 8.000 7.500 $ 820.55 240 1-Sep-20
5832308 XXXXX XXXX XX 00000 SFD 8.250 7.500 $ 1,021.72 360 1-Nov-30
5832309 XXXX XXXX XX 00000 SFD 8.250 7.500 $ 755.02 360 1-Oct-30
5832310 XXXX XXXX XX 00000 SFD 8.375 7.500 $ 889.28 360 1-Oct-30
5832930 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,422.83 360 1-Sep-30
5832933 XXXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,494.21 360 1-Oct-30
5832972 XXXX XXXX XX 00000 SFD 8.500 7.500 $ 2,668.13 360 1-Sep-30
5833097 XXXXXX XX 00000 SFD 8.500 7.500 $ 2,022.24 360 1-Oct-30
5833840 XXXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 1,171.98 360 1-Sep-30
5833881 XXXXXXXX XXXXXXX XX 00000 SFD 8.375 7.500 $ 2,660.26 360 1-Sep-30
5833917 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,742.12 360 1-Jul-30
5833936 XXX XXXXX XX 00000 SFD 8.250 7.500 $ 1,211.05 360 1-Sep-30
5833941 PARKER TX 75002 SFD 8.250 7.500 $ 3,643.65 360 1-Sep-30
5834043 XXXXXX XX 00000 SFD 8.500 7.500 $ 2,422.08 360 1-Aug-30
5834050 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 859.45 360 1-Sep-30
5834053 XXXX XXXXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,926.28 360 1-Sep-30
5834058 XXXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,406.75 360 1-Aug-30
5834063 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,772.17 360 1-Sep-30
5834088 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,719.59 360 1-Sep-30
5834089 XXXXXX XX 00000 SFD 8.125 7.500 $ 4,306.49 360 1-Sep-30
5834214 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,253.81 360 1-Sep-30
5834477 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,013.40 360 1-Sep-30
5834578 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,177.17 360 1-Aug-30
5834651 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,103.55 360 1-Sep-30
5834678 XXXXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,306.75 360 1-Sep-30
5834689 XXXXXXX XX 00000 SFD 8.875 7.500 $ 6,054.86 360 1-May-30
5834733 LAFONTAINE IN 46940 SFD 8.500 7.500 $ 2,414.39 360 1-Sep-30
5834897 XXXXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,381.94 360 1-Sep-30
5834912 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 1,998.37 360 1-Aug-30
5834940 XXXXXXX XXXXX XX 00000 SFD 8.750 7.500 $ 3,125.56 360 1-Aug-30
5835245 XXXXX XX XX 00000 SFD 8.500 7.500 $ 2,448.23 360 1-Oct-30
5837531 XXXXXX XX 00000 SFD 8.250 7.500 $ 3,321.35 360 1-Nov-30
5838881 XXXXXX XXXX XX 00000 SFD 8.375 7.500 $ 1,596.15 360 1-Oct-30
5838991 XXXXXX XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,614.31 360 1-Oct-30
5839003 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,482.06 360 1-Oct-30
5839029 XXXXXXXX XX 00000 SFD 9.000 7.500 $ 2,574.80 360 1-Oct-30
5839055 XXXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,768.09 360 1-Oct-30
5839064 XXXXXXX XXXX XX 00000 SFD 8.375 7.500 $ 3,292.64 360 1-Oct-30
5839079 XXXX XX 00000 SFD 8.125 7.500 $ 2,054.87 360 1-Oct-30
5839349 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,614.31 360 1-Oct-30
5839368 XXXXXX XX 00000 SFD 8.000 7.500 $ 2,113.24 360 1-Oct-30
5839384 XXXXXX XXXXX XX 00000 SFD 8.375 7.500 $ 2,260.84 360 1-Oct-30
5839393 LEANDER TX 78641 SFD 8.375 7.500 $ 2,052.20 360 1-Aug-30
5839405 XX XXXXX XX 00000 SFD 8.500 7.500 $ 147.64 360 1-Oct-30
5839827 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,277.85 360 1-Sep-30
5839879 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 1,900.76 360 1-Sep-30
5839887 XXXXXXX XX 00000 LCO 9.000 7.500 $ 2,413.87 360 1-Oct-30
5839906 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 1,353.29 360 1-Oct-30
5839917 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 1,501.52 360 1-Oct-30
5839934 XXXXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,128.20 360 1-Oct-30
5839959 XXXXX XX 00000 SFD 8.375 7.500 $ 2,285.92 360 1-Oct-30
5839983 XXXXXXX XX 00000 SFD 8.375 7.500 $ 2,660.26 360 1-Oct-30
5840040 XXXXXXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,936.16 360 1-Oct-30
5840058 XXXXXXX XX 00000 SFD 8.500 7.500 $ 845.81 360 1-Oct-30
5840061 XXXXX XX 00000 SFD 8.125 7.500 $ 4,454.98 360 1-Oct-30
5840073 XXXXXX XXXX XX 00000 SFD 8.375 7.500 $ 2,067.40 360 1-Oct-30
5840091 XXXXXXXX XXXXX XX 00000 LCO 8.250 7.500 $ 443.25 360 1-Oct-30
5840096 XXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 3,265.26 360 1-Oct-30
5840202 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,178.67 360 1-Oct-30
5840213 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,178.67 360 1-Oct-30
5840431 XXXXXXXX XX 00000 SFD 9.000 7.500 $ 2,220.76 360 1-Oct-30
5840453 XXXX XX 00000 SFD 8.375 7.500 $ 413.48 360 1-Oct-30
5840467 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,171.16 360 1-Oct-30
5840528 XXXXXXXX XX 00000 SFD 8.625 7.500 $ 4,588.96 360 1-Oct-30
5840535 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,817.25 360 1-Oct-30
5840540 XXX XXXX XX 00000 PUD 8.000 7.500 $ 2,531.49 360 1-Oct-30
5840549 XXXXXX XX 00000 SFD 8.125 7.500 $ 1,379.19 360 1-Oct-30
5840656 XXXXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,877.27 360 1-Oct-30
5840662 XXXXXX XXXX XX 00000 PUD 8.250 7.500 $ 1,256.12 360 1-Oct-30
5840677 XXXXXXXXXXX XX 00000 SFD 9.375 7.500 $ 917.00 360 1-Oct-30
5840700 XXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,940.29 360 1-Sep-30
5840755 XXXXXXX XX 00000 SFD 8.250 7.500 $ 1,994.61 360 1-Oct-30
5840801 XXXXXX XX 00000 SFD 8.250 7.500 $ 3,019.09 324 1-Nov-27
5840824 XXXXXX XXXXXX XX 00000 SFD 8.250 7.500 $ 2,854.81 360 1-Oct-30
5840836 XXXXXXXXXXX XX 00000 PUD 8.250 7.500 $ 2,647.84 360 1-Oct-30
5840975 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 288.49 360 1-Oct-30
5840987 XXXX XXXX XX 00000 LCO 8.125 7.500 $ 2,138.39 360 1-Oct-30
5840988 XXXXXXXX XXXXX XX 00000 PUD 8.125 7.500 $ 445.87 360 1-Sep-30
5840992 XXX XXXX XX 00000 SFD 8.250 7.500 $ 2,584.36 360 1-Oct-30
5840996 XXX XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,306.74 360 1-Oct-30
5840997 XXXXX XXXXXXX XX 00000 SFD 8.250 7.500 $ 3,299.57 360 1-Oct-30
5841001 XXXXXXXX XX 00000 PUD 8.375 7.500 $ 2,120.60 360 1-Oct-30
5841006 XXXXXXX XX 00000 SFD 8.500 7.500 $ 845.80 360 1-Oct-30
5841012 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,343.95 360 1-Sep-30
5841015 XXX XXXXX XX 00000 PUD 8.250 7.500 $ 2,163.65 360 1-Oct-30
5841023 XXXXXXXXXX XX 00000 PUD 8.250 7.500 $ 2,085.52 360 1-Oct-30
5841046 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,914.91 360 1-Oct-30
5841047 XXX XXXXXXX XX 00000 SFD 7.750 7.483 $ 1,017.31 360 1-Oct-30
5841055 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,095.22 360 1-Oct-30
5841356 XXXXXXX XX 00000 SFD 8.000 7.500 $ 1,834.41 360 1-Sep-30
5841385 XXXXX XXX XXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,279.47 360 1-Oct-30
5841460 XXXXXXX SHORES IN 46301 SFD 8.500 7.500 $ 4,613.49 360 1-Oct-30
5841474 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,054.54 360 1-Sep-30
5841495 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,763.91 360 1-Oct-30
5841506 XXXXXX XX 00000 PUD 8.250 7.500 $ 2,065.24 360 1-Oct-30
5841539 XXXXXXXXXX XX 00000 PUD 8.250 7.500 $ 4,883.24 360 1-Oct-30
5841540 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,205.22 360 1-Oct-30
5841544 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,221.44 360 1-Oct-30
5841652 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,626.61 360 1-Oct-30
5841664 XXXXXXXXXXX XX 00000 PUD 8.250 7.500 $ 2,997.56 360 1-Oct-30
5841678 XXXXXXX XX 00000 SFD 8.250 7.500 $ 3,125.27 360 1-Oct-30
5841688 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 3,567.76 360 1-Sep-30
5841703 XXXXX XXXXXX XX 00000 PUD 8.125 7.500 $ 2,280.96 360 1-Oct-30
5841711 XXXXXXX XX 00000 LCO 9.000 7.500 $ 2,307.66 360 1-Oct-30
5842127 XXXXXXXXXX XX 00000 PUD 8.500 7.500 $ 2,691.20 360 1-Oct-30
5842132 XXX XXXX XX 00000 SFD 8.500 7.500 $ 2,768.09 360 1-Oct-30
5842146 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,109.90 360 1-Oct-30
5842198 XXXXXXX XX 00000 SFD 9.000 7.500 $ 4,184.04 360 1-Oct-30
5842210 XXXXXXX XXXXXXX XX 00000 SFD 8.375 7.500 $ 3,329.12 360 1-Oct-30
5842253 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,493.04 360 1-Oct-30
5842345 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,756.33 360 1-Nov-30
5842792 XXXXXX XX 00000 SFD 8.375 7.500 $ 2,508.24 360 1-Oct-30
5843076 XXXX XXXXX XX 00000 MF2 8.250 7.500 $ 2,900.65 360 1-Oct-30
5843234 XXXXXXX XX 00000 SFD 8.000 7.500 $ 2,120.58 360 1-Oct-30
5843348 XXXXXXXXXX XX 00000 SFD 8.375 7.500 $ 1,924.51 360 1-Sep-30
5843350 XXXXXX XX 00000 SFD 8.125 7.500 $ 3,237.29 360 1-Oct-30
5843360 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,460.53 360 1-Oct-30
5843392 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,155.33 360 1-Oct-30
5843413 XXXXX XXXXXX XX 00000 SFD 8.375 7.500 $ 2,566.01 360 1-Sep-30
5843450 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,065.17 360 1-Sep-30
5843463 XXXXXXX XX 00000 SFD 8.375 7.500 $ 3,944.78 360 1-Oct-30
5843469 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,638.45 360 1-Oct-30
5843476 XXXXXX XX 00000 PUD 7.875 7.500 $ 2,064.28 360 1-Oct-30
5843478 XXXXXXXXX XXXXXXX XX 00000 SFD 7.750 7.483 $ 2,722.37 360 1-Oct-30
5843564 XXX XXXXX XX 00000 SFD 8.500 7.500 $ 2,269.45 360 1-Oct-30
5843587 XXX XXXXX XX 00000 SFD 8.500 7.500 $ 1,150.68 360 1-Sep-30
5844136 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,441.62 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 8.300 7.483 $ 2,615.33 360 1-Sep-30
5845676 XXXXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,204.21 360 1-Oct-30
5845687 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,011.48 360 1-Oct-30
5845747 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,222.16 360 1-Oct-30
5845875 XXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,417.57 360 1-Nov-30
5845882 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,163.65 360 1-Nov-30
5845914 XXXXXXX XX 00000 SFD 8.425 7.500 $ 2,405.01 360 1-Sep-30
5845949 XXXXXX XXXXXX XX 00000 SFD 8.200 7.483 $ 1,968.09 360 1-Sep-30
5847395 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 1,819.79 312 1-Nov-26
5847437 XXXX XXXXXXXXXX XX 00000 SFD 8.000 7.500 $ 2,127.92 360 1-Dec-30
5847558 XXXXX XXXXX XX 00000 SFD 7.875 7.500 $ 2,186.09 360 1-Nov-30
5847988 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,253.80 360 1-Oct-30
5848044 XXXXXX XX 00000 SFD 7.875 7.500 $ 2,555.14 360 1-Oct-30
5848086 XXXXX XXXXX XX 00000 SFD 8.000 7.500 $ 2,441.97 360 1-Oct-30
5848096 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,629.43 360 1-Oct-30
5848113 XXXXXXX XXXXX XX 00000 SFD 7.875 7.500 $ 2,030.19 360 1-Oct-30
5848247 XXX XXXX XX 00000 SFD 8.000 7.500 $ 2,091.23 360 1-Oct-30
5848259 XXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,404.05 360 1-Oct-30
5848272 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,155.32 360 1-Oct-30
5848285 CORTE XXXXXX XX 00000 PUD 8.000 7.500 $ 2,817.66 360 1-Oct-30
5848299 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,786.54 360 1-Oct-30
5848305 XXXXX XX 00000 SFD 8.250 7.500 $ 3,268.01 360 1-Oct-30
5848309 XXX XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,085.52 360 1-Oct-30
5848329 XXXXX XXXX XX 00000 SFD 8.000 7.500 $ 3,250.58 360 1-Oct-30
5848335 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,181.68 360 1-Oct-30
5848358 XXXXXX XXXXXXX XX 00000 SFD 8.250 7.500 $ 3,035.12 360 1-Oct-30
5848370 XXX XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,370.25 360 1-Oct-30
5848385 XXXXXXX XXXXXXX XX 00000 SFD 8.000 7.500 $ 2,072.15 360 1-Oct-30
5848386 XXX XXXX XX 00000 SFD 7.875 7.500 $ 2,138.95 000 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,747.24 360 1-Oct-30
5848397 VALLEY XXXXXX XX 00000 SFD 7.875 7.500 $ 1,943.19 360 1-Nov-30
5848400 XXXXXXX XX 00000 SFD 8.250 7.500 $ 3,005.07 360 1-Oct-30
5848407 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,349.96 360 1-Oct-30
5848413 XXX XXXXXXX XX 00000 SFD 8.000 7.500 $ 3,052.46 360 1-Oct-30
5848415 XXXXXXXX XX 00000 SFD 7.750 7.483 $ 2,091.92 360 1-Oct-30
5848426 XXXX XXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,768.09 360 1-Oct-30
5848439 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,983.38 360 1-Oct-30
5848455 XXXXXXX XX 00000 SFD 8.375 7.500 $ 2,599.45 360 1-Sep-30
5848461 XXXX XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,163.65 360 1-Oct-30
5848462 XXX XX 00000 SFD 7.750 7.483 $ 2,041.77 360 1-Oct-30
5848464 XXXXX XXXXX XX 00000 SFD 8.000 7.500 $ 2,494.80 360 1-Oct-30
5848465 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,028.42 360 1-Oct-30
5848468 XXXXXX XXXXXX XX 00000 SFD 8.250 7.500 $ 2,223.75 360 1-Oct-30
5848566 XXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,914.91 360 1-Oct-30
5848572 XXX XXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,929.94 360 1-Oct-30
5848581 XXXXXXXX XX 00000 SFD 8.000 7.500 $ 3,301.94 360 1-Oct-30
5848586 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,851.19 360 1-Oct-30
5848588 XXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,153.24 360 1-Nov-30
5848592 XXXXXXX XX 00000 SFD 8.000 7.500 $ 2,568.18 360 1-Nov-30
5848598 XXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 3,155.61 360 1-Oct-30
5848605 XXXX XXXX XX 00000 SFD 8.250 7.500 $ 4,883.23 360 1-Nov-30
5848610 XXX XXXXX XX 00000 SFD 8.125 7.500 $ 3,088.79 360 1-Oct-30
5848613 DOBBS XXXXX XX 00000 SFD 8.250 7.500 $ 2,554.31 360 1-Oct-30
5848647 XXXXXXXXX XXXXX XX 00000 SFD 7.625 7.358 $ 3,312.47 360 1-Oct-30
5848658 XXXXXX XX 00000 SFD 8.000 7.500 $ 2,201.29 360 1-Oct-30
5848696 XXX XXXX XX 00000 SFD 8.250 7.500 $ 2,253.80 360 1-Sep-30
5848708 XXXXXX XX 00000 SFD 8.375 7.500 $ 2,426.15 360 1-Sep-30
5848740 XXXXXXXXXX XXXX XX 00000 SFD 8.250 7.500 $ 2,253.80 360 1-Sep-30
5848745 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,802.22 360 1-Oct-30
5848816 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,515.93 360 1-Nov-30
5848848 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,031.42 360 1-Nov-30
5848861 XXXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,294.44 360 1-Nov-30
5848880 XXX XXXX XX 00000 SFD 8.250 7.500 $ 2,464.15 360 1-Nov-30
5848888 XXX XXXXXX XX 00000 SFD 8.000 7.500 $ 2,259.99 360 1-Nov-30
5848899 XXXXXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,192.95 360 1-Oct-30
5848906 XXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,145.07 360 1-Nov-30
5848953 COMMACK NY 11725 SFD 8.250 7.500 $ 2,734.61 360 1-Nov-30
5848961 XXXXXXX XX 00000 SFD 8.000 7.500 $ 2,054.54 360 1-Nov-30
5848991 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,676.39 360 1-Oct-30
5848998 XXX XXXX XX 00000 PUD 7.875 7.500 $ 1,907.66 360 1-Nov-30
5849006 XXX XXXX XX 00000 SFD 8.250 7.500 $ 3,831.46 360 1-Sep-30
5849028 XXX XXXXX XX 00000 SFD 8.250 7.500 $ 3,335.62 360 1-Oct-30
5849050 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,964.06 360 1-Nov-30
5849055 XXX XXXXXX XX 00000 SFD 8.125 7.500 $ 3,155.61 360 1-Oct-30
5849073 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,253.80 360 1-Nov-30
5849084 XXX XXXX XX 00000 SFD 8.250 7.500 $ 2,343.95 360 1-Oct-30
5849107 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,163.65 360 1-Nov-30
5849108 XXXXXXX XX 00000 SFD 8.125 7.500 $ 2,791.79 360 1-Oct-30
5849120 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,779.69 360 1-Nov-30
5849127 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 3,460.11 360 1-Nov-30
5849213 XXXXX XXXX XX 00000 SFD 8.000 7.500 $ 2,509.32 240 1-Nov-20
5849290 XXXXX XXXXXXXXX XXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,931.17 360 1-Sep-30
5851061 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,253.80 360 1-Nov-30
5851063 XXX XXXXXXXXX XX 00000 SFD 8.125 7.500 $ 2,747.24 360 1-Nov-30
5851097 XXX XXXXXX XX 00000 SFD 8.250 7.500 $ 2,554.31 360 1-Nov-30
5851109 XXX XXXX XX 00000 SFD 8.375 7.500 $ 4,142.40 360 1-Nov-30
5851110 XXXXXXXX XX 00000 LCO 8.250 7.500 $ 2,404.06 360 1-Nov-30
5851135 XXX XXXX XX 00000 SFD 8.000 7.500 $ 2,274.67 360 1-Nov-30
5851143 XXX XXXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,127.45 000 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,685.78 360 1-Nov-30
5851158 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,629.43 360 1-Oct-30
5851164 XXX XXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,575.86 360 1-Nov-30
5851173 XXXXXXX XX 00000 SFD 8.000 7.500 $ 2,259.99 360 1-Oct-30
5851174 XXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,566.33 360 1-Nov-30
5851179 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 3,800.36 360 1-Oct-30
5851186 XXX XXXX XX 00000 SFD 8.125 7.500 $ 2,643.29 360 1-Nov-30
5851203 XXXXXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,739.32 360 1-Oct-30
5851228 XXXXXX XXXXXX XX 00000 SFD 8.250 7.500 $ 2,366.49 360 1-Nov-30
5851239 XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,005.88 360 1-Oct-30
5851240 XXXXXX XXXXXX XX 00000 SFD 8.125 7.500 $ 3,439.25 360 1-Nov-30
5851243 XXXXXXX XX 00000 SFD 8.000 7.500 $ 2,202.40 360 1-Nov-30
5851244 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,422.09 360 1-Nov-30
5851246 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,839.79 360 1-Nov-30
5851248 XXXX XXXX XX 00000 SFD 8.000 7.500 $ 2,491.13 360 1-Nov-30
5851252 XXXXXXXXXXXXX XX 00000 SFD 7.875 7.500 $ 2,940.89 000 0-Xxx-00
0000000 XXXXXX XX 00000 PUD 8.125 7.500 $ 2,762.09 000 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,958.12 000 0-Xxx-00
0000000 XX XXXXXX XXXXXXXXXX XX 00000 SFD 8.125 7.500 $ 3,712.49 360 1-Nov-30
5851343 XXXXXXXX XXXXXXX XX 00000 LCO 8.500 7.500 $ 1,986.88 360 1-Nov-30
5851351 XXXXXX XXXX XX 00000 SFD 8.375 7.500 $ 2,736.26 360 1-Nov-30
5851398 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 2,306.74 360 1-Nov-30
5851773 XXX XXXX XX 00000 SFD 8.250 7.500 $ 2,223.75 360 1-Oct-30
5852907 XXXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,043.45 360 1-Dec-30
5853546 XXXXX XXXXX XX 00000 SFD 8.250 7.500 $ 2,216.24 360 1-Oct-30
5853578 XXXXXXXX XX 00000 SFD 8.250 7.500 $ 2,629.43 360 1-Nov-30
5853584 XXXX XXXXX XX 00000 SFD 8.250 7.500 $ 3,606.08 360 1-Nov-30
5853610 XXX XXXX XX 00000 SFD 8.250 7.500 $ 2,208.72 360 1-Nov-30
5853655 XXXX XXXXX XX 00000 SFD 8.500 7.500 $ 2,381.71 360 1-Oct-30
5853729 XXX XXXXXXX XX 00000 SFD 8.250 7.500 $ 2,516.75 360 1-Oct-30
5853748 XXX XXXXXXX XX 00000 SFD 8.250 7.500 $ 3,140.29 360 1-Nov-30
5853782 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 3,075.66 360 1-Oct-30
5854506 XXXX XXXXXXXXXX XX 00000 SFD 7.750 7.483 $ 1,971.57 360 1-Dec-30
5857090 WOODBINE MD 21797 SFD 8.250 7.500 $ 2,554.31 360 1-Oct-30
5857094 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $ 3,005.06 360 1-Oct-30
5857103 XXXXXXX XX 00000 SFD 7.875 7.500 $ 2,900.28 360 1-Oct-30
5857650 XXXXXX XX 00000 SFD 8.250 7.500 $ 2,440.12 360 1-Oct-30
WFMBS
WFMBS 2000-14 EXHIBIT F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
(Continued)
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvI)
----- -------------- ------ --------- ---------- -------- ----------- --------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINE
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ --------- ---------- -------- ----------- --------
5790528 $ 273,440.57 80.00 0.250 0.017 0.358
5790536 $ 299,635.23 80.00 0.250 0.017 0.733
5791362 $ 281,357.48 90.00 12 0.250 0.017 0.733
5802388 $ 423,518.12 85.00 12 0.250 0.017 0.608
5804942 $ 305,804.87 90.00 0.250 0.017 0.483
5809196 $ 435,469.87 80.00 0.250 0.017 0.733
5811540 $ 298,417.63 90.00 0.250 0.017 0.483
5815078 $ 285,775.98 80.00 0.250 0.017 0.733
5818734 $ 378,901.96 68.98 0.250 0.017 0.358
5819197 $ 299,813.53 78.49 0.250 0.017 0.608
5821992 $ 149,353.00 80.00 0.250 0.017 1.233
5822742 $ 391,263.94 80.00 0.250 0.017 0.608
5823030 $ 529,232.18 69.28 0.250 0.017 1.858
5823036 $ 299,517.40 50.85 0.250 0.017 1.358
5823057 $ 123,811.04 80.00 0.250 0.017 0.483
5823130 $ 205,659.91 80.00 0.250 0.017 1.233
5823233 $ 306,960.75 80.00 0.250 0.017 0.108
5823250 $ 367,124.32 80.00 0.250 0.017 0.733
5823330 $ 295,155.32 80.00 0.250 0.017 0.483
5823333 $ 294,113.61 73.47 0.250 0.017 1.233
5823336 $ 249,530.58 62.50 0.250 0.017 0.608
5823342 $ 289,840.64 80.00 0.250 0.017 0.483
5823352 $ 317,402.90 80.00 0.250 0.017 0.608
5823503 $ 339,438.65 80.00 0.250 0.017 1.233
5823684 $ 78,273.88 75.02 0.250 0.017 1.358
5823693 $ 389,628.66 80.00 0.250 0.017 0.358
5823701 $ 350,357.55 79.77 0.250 0.017 0.733
5823702 $ 409,249.57 79.30 0.250 0.017 0.733
5823720 $ 299,831.82 75.00 0.250 0.017 1.108
5823987 $ 295,256.35 80.00 0.250 0.017 0.608
5824486 $ 263,516.44 94.91 0.250 0.017 1.233
5824945 $ 444,142.84 77.53 0.250 0.017 0.483
5824966 $ 638,828.59 80.00 0.250 0.017 0.733
5824975 $ 415,077.50 80.00 0.250 0.017 0.733
5825116 $ 449,713.05 69.12 0.250 0.017 0.483
5825303 $ 640,141.38 70.00 0.250 0.017 1.233
5825968 $ 294,641.30 65.70 0.250 0.017 0.733
5827280 $ 299,813.53 77.92 0.250 0.017 0.608
5827918 $ 263,679.01 80.00 0.250 0.017 0.733
5828746 $ 998,625.79 62.50 0.250 0.017 2.108
5829094 $ 470,899.53 80.00 0.250 0.017 0.483
5829913 $ 598,667.86 80.00 0.250 0.017 0.733
5830182 $ 312,600.54 80.00 0.250 0.017 0.483
5831814 $ 488,688.18 61.98 0.250 0.017 0.483
5832279 $ 104,866.28 75.00 0.250 0.017 0.608
5832284 $ 186,880.76 86.18 38 0.250 0.017 0.483
5832288 $ 144,203.18 87.99 38 0.250 0.017 0.233
5832289 $ 75,897.68 80.00 0.250 0.017 0.233
5832291 $ 134,909.42 69.23 0.250 0.017 0.233
5832295 $ 97,597.01 90.00 38 0.250 0.017 0.233
5832308 $ 135,913.28 80.00 0.250 0.017 0.483
5832309 $ 100,371.40 87.39 38 0.250 0.017 0.483
5832310 $ 116,854.06 90.00 38 0.250 0.017 0.608
5832930 $ 321,869.41 75.00 0.250 0.017 0.483
5832933 $ 331,569.29 80.00 0.250 0.017 0.483
5832972 $ 346,364.89 79.95 0.250 0.017 0.733
5833097 $ 262,639.32 86.80 06 0.250 0.017 0.733
5833840 $ 155,699.51 75.00 0.250 0.017 0.483
5833881 $ 349,342.78 80.00 0.250 0.017 0.608
5833917 $ 363,682.11 79.97 0.250 0.017 0.483
5833936 $ 160,889.47 80.00 0.250 0.017 0.483
5833941 $ 484,065.79 76.37 0.250 0.017 0.483
5834043 $ 314,228.54 54.31 0.250 0.017 0.733
5834050 $ 114,179.64 80.00 0.250 0.017 0.483
5834053 $ 384,277.08 79.38 0.250 0.017 0.608
5834058 $ 327,110.83 80.00 0.250 0.017 0.233
5834063 $ 368,289.26 90.00 06 0.250 0.017 0.483
5834088 $ 361,302.71 78.35 0.250 0.017 0.483
5834089 $ 578,854.05 80.00 0.250 0.017 0.358
5834214 $ 299,220.73 61.86 0.250 0.017 0.483
5834477 $ 267,483.77 80.00 0.250 0.017 0.483
5834578 $ 289,053.17 94.97 13 0.250 0.017 0.483
5834651 $ 279,460.66 80.00 0.250 0.017 0.483
5834678 $ 299,363.87 76.90 0.250 0.017 0.733
5834689 $ 757,946.49 63.42 0.250 0.017 1.108
5834733 $ 313,331.07 74.06 0.250 0.017 0.733
5834897 $ 319,964.12 68.26 0.250 0.017 0.358
5834912 $ 265,314.49 78.24 0.250 0.017 0.483
5834940 $ 396,375.62 79.82 0.250 0.017 0.983
5835245 $ 318,012.84 80.00 0.250 0.017 0.733
5837531 $ 441,818.09 70.74 0.250 0.017 0.483
5838881 $ 209,738.04 74.47 0.250 0.017 0.608
5838991 $ 339,586.58 80.00 0.250 0.017 0.733
5839003 $ 322,407.49 80.00 0.250 0.017 0.733
5839029 $ 319,649.09 80.00 0.250 0.017 1.233
5839055 $ 359,562.28 80.00 0.250 0.017 0.733
5839064 $ 432,659.60 71.02 0.250 0.017 0.608
5839079 $ 276,386.69 79.99 0.250 0.017 0.358
5839349 $ 339,586.58 89.47 11 0.250 0.017 0.733
5839368 $ 287,410.90 80.00 0.250 0.017 0.233
5839384 $ 297,078.93 80.00 0.250 0.017 0.608
5839393 $ 269,321.64 90.00 11 0.250 0.017 0.608
5839405 $ 19,164.77 80.00 0.250 0.017 0.733
5839827 $ 302,615.95 80.00 0.250 0.017 0.483
5839879 $ 246,545.40 80.00 0.250 0.017 0.733
5839887 $ 299,671.03 45.11 0.250 0.017 1.233
5839906 $ 175,491.54 80.00 0.250 0.017 0.733
5839917 $ 197,202.87 79.98 0.250 0.017 0.608
5839934 $ 279,650.72 80.00 0.250 0.017 0.608
5839959 $ 300,259.72 88.26 12 0.250 0.017 0.608
5839983 $ 349,563.38 73.83 0.250 0.017 0.608
5840040 $ 385,800.89 80.00 0.250 0.017 0.608
5840058 $ 109,866.24 57.89 0.250 0.017 0.733
5840061 $ 599,212.38 80.00 0.250 0.017 0.358
5840073 $ 271,640.91 80.00 0.250 0.017 0.608
5840091 $ 58,924.50 50.00 0.250 0.017 0.483
5840096 $ 444,400.83 65.44 0.250 0.017 0.233
5840202 $ 289,628.89 80.00 0.250 0.017 0.483
5840213 $ 289,628.89 53.70 0.250 0.017 0.483
5840431 $ 275,697.35 80.00 0.250 0.017 1.233
5840453 $ 54,332.14 80.00 0.250 0.017 0.608
5840467 $ 288,599.96 67.21 0.250 0.017 0.483
5840528 $ 589,275.77 76.33 0.250 0.017 0.858
5840535 $ 374,520.11 71.43 0.250 0.017 0.483
5840540 $ 344,535.48 73.25 0.250 0.017 0.233
5840549 $ 184,832.67 79.99 0.250 0.017 0.358
5840656 $ 373,733.81 81.35 13 0.250 0.017 0.733
5840662 $ 166,986.03 80.00 0.250 0.017 0.483
5840677 $ 110,138.22 63.00 0.250 0.017 1.608
5840700 $ 395,217.61 90.00 11 0.250 0.017 0.358
5840755 $ 265,160.24 90.00 12 0.250 0.017 0.483
5840801 $ 391,111.39 58.42 0.250 0.017 0.483
5840824 $ 379,463.37 80.00 0.250 0.017 0.483
5840836 $ 351,866.57 89.99 25 0.250 0.017 0.483
5840975 $ 38,339.23 21.33 0.250 0.017 0.483
5840987 $ 287,621.94 80.00 0.250 0.017 0.358
5840988 $ 59,908.76 65.27 0.250 0.017 0.358
5840992 $ 343,559.77 76.79 0.250 0.017 0.483
5840996 $ 299,635.23 61.86 0.250 0.017 0.733
5840997 $ 438,637.93 80.00 0.250 0.017 0.483
5841001 $ 278,545.94 79.71 0.250 0.017 0.608
5841006 $ 109,866.26 68.75 0.250 0.017 0.733
5841012 $ 311,399.04 80.00 0.250 0.017 0.483
5841015 $ 287,631.44 78.90 0.250 0.017 0.483
5841023 $ 277,244.74 79.31 0.250 0.017 0.483
5841046 $ 387,477.80 77.60 0.250 0.017 0.483
5841047 $ 141,798.90 74.74 0.250 0.017 0.000
5841055 $ 411,472.75 80.00 0.250 0.017 0.483
5841356 $ 249,493.41 67.57 0.250 0.017 0.233
5841385 $ 306,597.00 67.18 0.250 0.017 0.358
5841460 $ 599,270.45 80.00 0.250 0.017 0.733
5841474 $ 266,710.94 78.59 0.250 0.017 0.733
5841495 $ 367,429.19 80.00 0.250 0.017 0.483
5841506 $ 274,443.57 75.34 0.250 0.017 0.483
5841539 $ 649,168.17 76.47 0.250 0.017 0.483
5841540 $ 296,610.12 90.00 11 0.250 0.017 0.358
5841544 $ 428,251.24 80.00 0.250 0.017 0.483
5841652 $ 341,184.65 80.00 0.250 0.017 0.733
5841664 $ 398,489.39 79.82 0.250 0.017 0.483
5841678 $ 415,467.64 80.00 0.250 0.017 0.483
5841688 $ 463,150.74 80.00 0.250 0.017 0.733
5841703 $ 306,796.72 80.00 0.250 0.017 0.358
5841711 $ 286,485.51 79.67 0.250 0.017 1.233
5842127 $ 349,574.43 46.67 0.250 0.017 0.733
5842132 $ 359,562.28 80.00 0.250 0.017 0.733
5842146 $ 274,066.36 80.00 0.250 0.017 0.733
5842198 $ 519,429.79 59.43 0.250 0.017 1.233
5842210 $ 437,453.62 73.37 0.250 0.017 0.608
5842253 $ 327,306.42 80.00 0.250 0.017 0.608
5842345 $ 499,681.17 71.43 0.250 0.017 0.483
5842792 $ 329,588.34 68.75 0.250 0.017 0.608
5843076 $ 385,605.88 90.00 0.250 0.017 0.483
5843234 $ 288,560.55 74.35 0.250 0.017 0.233
5843348 $ 252,724.55 79.75 0.250 0.017 0.608
5843350 $ 435,427.65 80.00 0.250 0.017 0.358
5843360 $ 319,610.90 68.45 0.250 0.017 0.733
5843392 $ 419,462.50 80.00 0.250 0.017 0.483
5843413 $ 336,966.07 90.00 13 0.250 0.017 0.608
5843450 $ 407,214.11 80.00 0.250 0.017 0.483
5843463 $ 518,352.57 79.85 0.250 0.017 0.608
5843469 $ 350,750.56 80.00 0.250 0.017 0.483
5843476 $ 284,206.18 79.99 0.250 0.017 0.108
5843478 $ 379,461.86 80.00 0.250 0.017 0.000
5843564 $ 294,676.86 89.99 13 0.250 0.017 0.733
5843587 $ 149,275.38 79.98 0.250 0.017 0.733
5844136 $ 324,792.76 86.67 12 0.250 0.017 0.483
5845661 $ 345,839.34 90.00 06 0.800 0.017 0.000
5845676 $ 289,638.24 77.33 0.250 0.017 0.608
5845687 $ 261,281.92 80.00 0.250 0.017 0.733
5845747 $ 288,648.60 79.88 0.250 0.017 0.733
5845875 $ 325,387.01 80.00 0.250 0.017 0.358
5845882 $ 287,816.35 80.00 0.250 0.017 0.483
5845914 $ 314,369.63 90.00 06 0.800 0.017 0.108
5845949 $ 262,687.84 82.51 11 0.700 0.017 0.000
5847395 $ 228,307.15 48.99 0.250 0.017 0.733
5847437 $ 290,000.00 68.24 0.250 0.017 0.233
5847558 $ 301,292.50 90.00 06 0.250 0.017 0.108
5847988 $ 299,616.08 80.00 0.250 0.017 0.483
5848044 $ 351,913.38 79.96 0.250 0.017 0.108
5848086 $ 332,351.91 89.95 12 0.250 0.017 0.233
5848096 $ 349,552.11 34.97 0.250 0.017 0.483
5848113 $ 279,512.70 73.68 0.250 0.017 0.108
5848247 $ 284,616.27 70.37 0.250 0.017 0.233
5848259 $ 319,590.50 60.95 0.250 0.017 0.483
5848272 $ 419,462.52 80.00 0.250 0.017 0.483
5848285 $ 383,482.96 80.00 0.250 0.017 0.233
5848299 $ 361,959.36 80.00 0.250 0.017 0.733
5848305 $ 434,443.33 69.60 0.250 0.017 0.483
5848309 $ 277,244.74 80.00 0.250 0.017 0.483
5848329 $ 442,403.52 50.06 0.250 0.017 0.233
5848335 $ 290,028.37 80.00 0.250 0.017 0.483
5848358 $ 403,268.56 80.00 0.250 0.017 0.483
5848370 $ 315,096.24 70.11 0.250 0.017 0.483
5848385 $ 282,019.77 80.00 0.250 0.017 0.233
5848386 $ 294,796.99 71.95 0.250 0.017 0.108
5848390 $ 369,514.30 70.41 0.250 0.017 0.358
5848397 $ 267,815.56 80.00 0.250 0.017 0.108
5848400 $ 399,488.11 61.54 0.250 0.017 0.483
5848407 $ 312,121.56 89.37 01 0.250 0.017 0.483
5848413 $ 415,439.88 80.00 0.250 0.017 0.233
5848415 $ 291,586.49 77.87 0.250 0.017 0.000
5848426 $ 359,562.28 80.00 0.250 0.017 0.733
5848439 $ 387,528.24 80.00 0.250 0.017 0.733
5848455 $ 341,357.82 54.64 0.250 0.017 0.608
5848461 $ 287,587.87 80.00 0.250 0.017 0.483
5848462 $ 284,596.41 42.22 0.250 0.017 0.000
5848464 $ 339,542.22 62.96 0.250 0.017 0.233
5848465 $ 269,654.48 51.92 0.250 0.017 0.483
5848468 $ 295,621.20 80.00 0.250 0.017 0.483
5848566 $ 387,503.48 80.00 0.250 0.017 0.483
5848572 $ 389,400.22 16.96 0.250 0.017 0.483
5848581 $ 449,394.11 66.67 0.250 0.017 0.233
5848586 $ 383,495.92 54.08 0.250 0.017 0.358
5848588 $ 289,810.30 74.36 0.250 0.017 0.358
5848592 $ 349,765.15 63.64 0.250 0.017 0.233
5848598 $ 424,442.10 74.57 0.250 0.017 0.358
5848605 $ 649,585.52 74.29 0.250 0.017 0.483
5848610 $ 415,453.91 80.00 0.250 0.017 0.358
5848613 $ 339,564.89 80.00 0.250 0.017 0.483
5848647 $ 467,320.41 80.00 0.250 0.017 0.000
5848658 $ 299,596.08 78.49 0.250 0.017 0.233
5848696 $ 299,422.14 67.42 0.250 0.017 0.483
5848708 $ 318,600.64 80.00 0.250 0.017 0.608
5848740 $ 299,422.14 80.00 0.250 0.017 0.483
5848745 $ 372,522.68 69.98 0.250 0.017 0.483
5848816 $ 467,701.57 80.00 0.250 0.017 0.483
5848848 $ 269,996.36 80.00 0.250 0.017 0.483
5848861 $ 298,219.23 80.00 0.250 0.017 0.733
5848880 $ 327,790.85 80.00 0.250 0.017 0.483
5848888 $ 307,748.14 80.00 0.250 0.017 0.233
5848899 $ 291,526.44 79.99 0.250 0.017 0.483
5848906 $ 287,711.02 90.00 12 0.250 0.017 0.358
5848953 $ 363,767.89 80.00 0.250 0.017 0.483
5848961 $ 279,812.13 73.68 0.250 0.017 0.233
5848991 $ 355,794.10 75.00 0.250 0.017 0.483
5848998 $ 262,918.93 80.00 0.250 0.017 0.108
5849006 $ 509,017.64 75.00 0.250 0.017 0.483
5849028 $ 443,431.81 80.00 0.250 0.017 0.483
5849050 $ 527,313.53 78.74 0.250 0.017 0.483
5849055 $ 424,442.10 51.52 0.250 0.017 0.358
5849073 $ 299,808.70 85.71 12 0.250 0.017 0.483
5849084 $ 310,284.12 80.00 0.250 0.017 0.483
5849107 $ 287,816.35 80.00 0.250 0.017 0.483
5849108 $ 375,506.42 80.00 0.250 0.017 0.358
5849120 $ 369,764.06 78.89 0.250 0.017 0.483
5849127 $ 449,727.39 68.70 0.250 0.017 0.733
5849213 $ 299,490.68 43.48 0.250 0.017 0.233
5849290 $ 403,419.87 80.00 0.250 0.017 0.108
5851061 $ 299,783.44 75.00 0.250 0.017 0.483
5851063 $ 369,757.93 64.91 0.250 0.017 0.358
5851097 $ 339,783.19 80.00 0.250 0.017 0.483
5851109 $ 544,661.25 65.66 0.250 0.017 0.608
5851110 $ 319,795.94 80.00 0.250 0.017 0.483
5851135 $ 309,792.00 79.99 0.250 0.017 0.233
5851143 $ 279,726.02 79.99 0.250 0.017 0.608
5851152 $ 357,272.03 65.00 0.250 0.017 0.483
5851158 $ 349,552.11 63.64 0.250 0.017 0.483
5851164 $ 334,797.06 56.30 0.250 0.017 0.733
5851173 $ 307,444.36 80.00 0.250 0.017 0.233
5851174 $ 341,382.17 80.00 0.250 0.017 0.483
5851179 $ 499,376.27 63.69 0.250 0.017 0.608
5851186 $ 355,767.12 80.00 0.250 0.017 0.358
5851203 $ 377,278.28 79.99 0.250 0.017 0.108
5851228 $ 314,799.14 67.74 0.250 0.017 0.483
5851239 $ 266,658.32 64.03 0.250 0.017 0.483
5851240 $ 462,897.00 80.00 0.250 0.017 0.358
5851243 $ 299,948.60 50.87 0.250 0.017 0.233
5851244 $ 322,194.41 80.00 0.250 0.017 0.483
5851246 $ 377,758.96 80.00 0.250 0.017 0.483
5851248 $ 339,272.20 76.04 0.250 0.017 0.233
5851252 $ 405,320.86 80.00 0.250 0.017 0.108
5851261 $ 371,756.66 80.00 0.250 0.017 0.358
5851275 $ 393,457.03 75.00 0.250 0.017 0.483
5851283 $ 499,672.93 80.00 0.250 0.017 0.358
5851343 $ 258,243.45 80.00 0.250 0.017 0.733
5851351 $ 359,776.24 88.89 33 0.250 0.017 0.608
5851398 $ 299,818.26 22.47 0.250 0.017 0.733
5851773 $ 295,520.51 80.00 0.250 0.017 0.483
5852907 $ 272,000.00 41.85 0.250 0.017 0.483
5853546 $ 294,412.23 65.56 0.250 0.017 0.483
5853578 $ 349,776.82 61.95 0.250 0.017 0.483
5853584 $ 479,600.00 56.47 0.250 0.017 0.483
5853610 $ 293,812.53 43.24 0.250 0.017 0.483
5853655 $ 309,373.37 70.00 0.250 0.017 0.733
5853729 $ 334,571.29 63.81 0.250 0.017 0.483
5853748 $ 417,733.46 67.64 0.250 0.017 0.483
5853782 $ 399,513.65 66.67 0.250 0.017 0.733
5854506 $ 275,200.00 80.00 0.250 0.017 0.000
5857090 $ 339,564.89 75.72 0.250 0.017 0.483
5857094 $ 399,488.13 88.69 13 0.250 0.017 0.483
5857103 $ 399,447.63 80.00 0.250 0.017 0.108
5857650 $ 324,384.34 80.00 0.250 0.017 0.483
$100,424,437.64
COUNT: 302
WAC: 8.313859673
WAM: 357.1970581
WALTV: 75.12827312
WFMBS
WFHMI / 2000-14 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
(i) (xvii) (xviii)
----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ------------------------------------------------- ---------------------------
5790528 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5790536 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5791362 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5802388 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5804942 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5809196 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5811540 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5815078 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5818734 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5821992 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5822742 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823030 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823036 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823057 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823130 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823233 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823250 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823330 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823333 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823336 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823342 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823352 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823503 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823684 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823693 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823701 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823702 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5823720 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5823987 WASHINGTON MUTUAL BANK, X.X. XXXXXXXXXX MUTUAL BANK, F.A.
0000000 WASHINGTON MUTUAL BANK, X.X. XXXXXXXXXX MUTUAL BANK, F.A.
0000000 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5824966 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5824975 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5825116 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5825303 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5825968 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5827918 WASHINGTON MUTUAL BANK, X.X. XXXXXXXXXX MUTUAL BANK, F.A.
0000000 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5829094 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5829913 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5830182 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5831814 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5832279 CUNA MUTUAL MORTGAGE CORPORATION CUNA MUTUAL MORTGAGE CORPORATION
5832284 CUNA MUTUAL MORTGAGE CORPORATION CUNA MUTUAL MORTGAGE CORPORATION
5832288 CUNA MUTUAL MORTGAGE CORPORATION CUNA MUTUAL MORTGAGE CORPORATION
5832289 CUNA MUTUAL MORTGAGE CORPORATION CUNA MUTUAL MORTGAGE CORPORATION
5832291 CUNA MUTUAL MORTGAGE CORPORATION CUNA MUTUAL MORTGAGE CORPORATION
5832295 CUNA MUTUAL MORTGAGE CORPORATION CUNA MUTUAL MORTGAGE CORPORATION
5832308 CUNA MUTUAL MORTGAGE CORPORATION CUNA MUTUAL MORTGAGE CORPORATION
5832309 CUNA MUTUAL MORTGAGE CORPORATION CUNA MUTUAL MORTGAGE CORPORATION
5832310 CUNA MUTUAL MORTGAGE CORPORATION CUNA MUTUAL MORTGAGE CORPORATION
5832930 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5832933 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5832972 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5833097 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5833840 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5833881 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5833917 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5833936 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5833941 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834043 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834050 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834053 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834058 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834063 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834088 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834089 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834214 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834477 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834578 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834651 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834678 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834689 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834733 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834897 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834912 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5834940 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5835245 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5837531 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5838881 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5838991 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839003 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839029 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839055 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839064 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839079 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839349 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839368 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839384 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839393 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839405 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839827 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839879 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839887 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839906 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839917 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839934 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839959 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5839983 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840040 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840058 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840061 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840073 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840091 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840096 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840202 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840213 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840431 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840453 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840467 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840528 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840535 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840540 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840549 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
0000000 BRANCH BANKING & TRUST C BRANCH BANKING & TRUST C
0000000 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840677 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840700 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5840755 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5840801 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5840836 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5840975 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840987 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840988 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840992 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840996 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5840997 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5841001 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841006 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841012 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841015 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841023 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841046 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841047 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841055 HOMESIDE LENDING HOMESIDE LENDING
5841356 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841385 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841460 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841474 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841495 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5841506 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841539 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841540 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5841544 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841652 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841664 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841678 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841688 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841703 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5841711 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5842127 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5842132 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5842146 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5842198 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5842210 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5842253 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5842345 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5842792 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5843076 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843234 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843348 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843350 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843360 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843392 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843413 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843450 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843463 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843469 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843476 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843478 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843564 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5843587 NATIONAL CITY MORTGAGE COMPANY NATIONAL CITY MORTGAGE COMPANY
5844136 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5845661 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5845882 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5845914 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5847558 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5847988 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848044 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848086 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848096 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848113 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848247 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848259 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848272 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848285 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848299 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848305 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848309 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848329 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848335 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848358 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848370 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848385 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848386 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848390 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848397 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848400 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848407 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848413 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848415 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848426 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848439 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848455 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848461 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848462 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848464 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848465 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848468 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848566 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848572 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848581 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848586 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848588 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848592 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848598 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848605 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848610 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848613 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848647 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848658 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848696 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848708 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848740 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848745 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848816 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848848 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848861 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848880 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848888 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848899 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848906 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848953 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848961 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848991 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5848998 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849006 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849028 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849050 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849055 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849073 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849084 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849107 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849108 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849120 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849127 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849213 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5849290 HOMESIDE LENDING HOMESIDE LENDING
5851061 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851063 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851097 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851109 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851110 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851135 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851143 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851152 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851158 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851164 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851173 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851174 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851179 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851186 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851203 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851228 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851239 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851240 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851243 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851244 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851246 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5851248 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851252 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851261 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851275 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851283 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851343 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851351 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851398 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5851773 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5852907 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5853546 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5853578 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5853584 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5853610 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5853655 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5853729 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5853748 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5853782 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5854506 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5857090 HOMESIDE LENDING HOMESIDE LENDING
5857094 HOMESIDE LENDING HOMESIDE LENDING
5857103 HOMESIDE LENDING HOMESIDE LENDING
5857650 HOMESIDE LENDING HOMESIDE LENDING
COUNT: 302
WAC: 8.313859673
WAM: 357.1970581
WALTV: 75.12827312
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 2000-14
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 2000-14, 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 December 22, 2000 (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.
XXXXX 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 Xxxxx Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2000-14, Class [A-R][A-LR] Certificate (the
"Class [A-R][A-LR] 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][A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [A-R][A-LR] Certificate in excess of cash flows
generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
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][A-LR
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][A-LR] 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][A-LR] 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][A-LR] 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 [Upper-Tier
REMIC][Lower-Tier 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][A-LR] Certificate]
[Date]
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Xxxxx Fargo Asset Securities Corporation,
Series 2000-14, Class [A-R][A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and
has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
___________________________________
EXHIBIT J
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-14
CLASS [B-4] [B-5] [B-6] CERTIFICATES
TRANSFEREE'S LETTER
__________ __, ____
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxx Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Xxxxx Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-14,
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 December 22, 2000 (the "Pooling and
Servicing Agreement") among Xxxxx Fargo Asset Securities Corporation, as seller
(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"), of Xxxxx Fargo Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2000-14.
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
ERISA, Section 4975 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
Washington Mutual Bank, FA Servicing Agreement
HSBC Mortgage Corporation (USA) Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
Chevy Chase Bank, F.S.B. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
HomeSide Lending, Inc. Servicing Agreement
CUNA Mutual Mortgage Corporation Servicing Agreement
First Horizon Home Loan Corporation Servicing Agreement
Old Kent Mortgage Company Servicing Agreement
Hibernia National Bank Servicing Agreement
Colonial Savings, F.A. Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
First Nationwide Mortgage Corporation Servicing Agreement
Branch Banking and Trust Company 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 Xxxxx Fargo Bank Minnesota,
National Association (the "Company" and "Xxxxx Fargo Bank") and _____ (the
"Purchaser").
PRELIMINARY STATEMENT
____________________ is the holder of the entire interest in Xxxxx
Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series
2000-14, Class ____ (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated as of December 22,
2000 among Xxxxx Fargo Asset Securities Corporation, as seller (the "Seller"),
Xxxxx 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 A-1 by Standard and Poor's, a division of The
Xx-Xxxx Hill Companies, Inc. ("S&P") 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 S&P, (y) the certificate of deposit or other
unsecured short-term debt obligations of such depository institution or trust
company have a rating of at least A-1 by S&P or F-1 by Fitch or (z) the
depository institution or trust company is one that is acceptable to either S&P
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 "Xxxxx Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Xxxxx Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2000-14. 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,
Xxxxx 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.
Xxxxx Fargo Bank Minnesota, National
Association
By: ___________________________________
Name:
Title:
___________________________________
By: ___________________________________
Name:
Title:
