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XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
Wachovia Bank, National Association
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of July 30, 2003
$1,050,631,695.80
Mortgage Pass-Through Certificates
Series 2003-9
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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 Custodian...........................................
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 Trustee...........................
Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan
Files............................................................
Section 3.05 Reports to the Trustee; 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 Trustee
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 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 Trustee to Act; Appointment of Successor..........................
Section 7.06 Notification to Certificateholders................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.................................................
Section 8.02 Certain Matters Affecting the Trustee.............................
Section 8.03 Trustee Not Required to Make Investigation........................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.............
Section 8.05 Trustee 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 Tax Matters; Compliance with REMIC Provisions.....................
Section 8.14 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 Group I-A Percentage.....................................
Section 11.04 Original Group II-A Percentage....................................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates.....................................................
Section 11.05(a) Original Notional Amount.......................................
Section 11.06 Original Aggregate Non-PO Principal Balance.......................
Section 11.06 Original Aggregate Non-PO Principal Balance.......................
Section 11.07 Original Subordinated Percentage..................................
Section 11.07 Original Subordinated Percentage..................................
Section 11.08 Original Group I Subordinated Principal Balance...................
Section 11.09 Original Group II Subordinated Principal Balance..................
Section 11.10 Original Principal Balances of the Classes of Class B
Certificates.....................................................
Section 11.11 Original Class I-B-1 and Class II-B-1 Fractional Interest.........
Section 11.12 Original Class I-B-2 and Class II-B-2 Fractional Interest.........
Section 11.13 Original Class I-B-3 and Class II-B-3 Fractional Interest.........
Section 11.14 Original Class I-B-4 and Class II-B-4 Fractional Interest.........
Section 11.15 Original Class I-B-5 and Class II-B-5 Fractional Interest.........
Section 11.16 Closing Date......................................................
Section 11.17 Right to Purchase.................................................
Section 11.18 Wire Transfer Eligibility.........................................
Section 11.19 Single Certificate................................................
Section 11.20 Servicing Fee Rate................................................
Section 11.21 Master Servicing Fee Rate.........................................
EXHIBITS
EXHIBIT I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT I-A-2 - Form of Face of Class I-A-2 Certificate
EXHIBIT I-A-3 - Form of Face of Class I-A-3 Certificate
EXHIBIT I-A-4 - Form of Face of Class I-A-4 Certificate
EXHIBIT I-A-5 - Form of Face of Class I-A-5 Certificate
EXHIBIT I-A-6 - Form of Face of Class I-A-6 Certificate
EXHIBIT I-A-7 - Form of Face of Class I-A-7 Certificate
EXHIBIT I-A-8 - Form of Face of Class I-A-8 Certificate
EXHIBIT I-A-9 - Form of Face of Class I-A-9 Certificate
EXHIBIT I-A-10 - Form of Face of Class I-A-10 Certificate
EXHIBIT I-A-11 - Form of Face of Class I-A-11 Certificate
EXHIBIT I-A-12 - Form of Face of Class I-A-12 Certificate
EXHIBIT I-A-13 - Form of Face of Class I-A-13 Certificate
EXHIBIT I-A-14 - Form of Face of Class I-A-14 Certificate
EXHIBIT I-A-15 - Form of Face of Class I-A-15 Certificate
EXHIBIT I-A-16 - Form of Face of Class I-A-16 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT I-A-R - Form of Face of Class I-A-R Certificate
EXHIBIT I-A-LR - Form of Face of Class I-A-LR Certificate
EXHIBIT II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT I-B-1 - Form of Face of Class I-B-1 Certificate
EXHIBIT I-B-2 - Form of Face of Class I-B-2 Certificate
EXHIBIT I-B-3 - Form of Face of Class I-B-3 Certificate
EXHIBIT I-B-4 - Form of Face of Class I-B-4 Certificate
EXHIBIT I-B-5 - Form of Face of Class I-B-5 Certificate
EXHIBIT I-B-6 - Form of Face of Class I-B-6 Certificate
EXHIBIT II-B-1 - Form of Face of Class II-B-1 Certificate
EXHIBIT II-B-2 - Form of Face of Class II-B-2 Certificate
EXHIBIT II-B-3 - Form of Face of Class II-B-3 Certificate
EXHIBIT II-B-4 - Form of Face of Class II-B-4 Certificate
EXHIBIT II-B-5 - Form of Face of Class II-B-5 Certificate
EXHIBIT II-B-6 - Form of Face of Class II-B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2003-9 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Type 1 Mortgage Loans in Loan Group I
EXHIBIT F-1B - Schedule of Type 1 Mortgage Loans in Loan Group II
EXHIBIT F-2 - Schedule of Type 2 Mortgage Loans
EXHIBIT F-3A - Schedule of Other Servicer Mortgage Loans in Group I
EXHIBIT F-3B - Schedule of Other Servicer Mortgage Loans in Group II
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and or Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [I-B-4] [I-B-5] [I-B-6] [II-B-4]
[II-B-5] [II-B-6] Certificates)
EXHIBIT K - Reserved
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - Form of Initial Certification of the Custodian
EXHIBIT O - Form of Final Certification of the Custodian
EXHIBIT P - Schedule of Pledged Asset Mortgage Loans
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of July 30, 2003
executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Trustee.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
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 Termination Date: With respect to (a) the Class I-A-5
Certificates, the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Principal Balances of the Class I-A-3 and Class
I-A-4 Certificates have been reduced to zero or (ii) the Subordination Depletion
Date for Group I and (b) the Class I-A-8 Certificates, the earlier to occur of
(i) the Distribution Date following the Distribution Date on which the Principal
Balance of the Class I-A-7 Certificates has been reduced to zero or (ii) the
Subordination Depletion Date for Group I.
Accrual Certificates: The Class I-A-5 and Class I-A-8 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to
the applicable Accretion Termination Date and a Class of Accrual Certificates,
an amount equal to the sum of (i) the Group I-A Interest Percentage of such
Class of Accrual Certificates of the Current Group I-A Interest Distribution
Amount and (ii) the Group I-A Interest Shortfall Percentage of such Class of
Accrual Certificates of the amount distributed in respect of the Classes of
Group I-A Certificates pursuant to Paragraph second clause (A) of Section
4.01(a)(i) on such Distribution Date. As to any Distribution Date and a Class of
Accrual Certificates on or after the applicable Accretion Termination Date,
zero.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates of a Group, the greater of (A) zero and (B) (i)
the Principal Balance of such Class with respect to such Distribution Date minus
(ii) the applicable Adjustment Amount for such Distribution Date less the
Principal Balances for any Classes of Class B Certificates of such Group with
higher numerical designations.
Adjustment Amount: For a Group for any Distribution Date, the
difference between (A) the sum of the Group I-A Principal Balance or the Group
II-A Principal Balance, as applicable, and the Group I-B Principal Balance or
the Group II-B Principal Balance, as applicable, as of the related Determination
Date and (B) the sum of (i) the sum of the Group I-A Principal Balance or the
Group II-A Principal Balance, as applicable, and the Group I-B Principal Balance
or the Group II-B Principal Balance, as applicable, as of the Determination Date
succeeding such Distribution Date and (ii) the aggregate amount that would have
been distributed to all Classes and the Component of such Group as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of (x) Class I-B-1 Optimal Principal Amount,
Class I-B-2 Optimal Principal Amount, Class I-B-3 Optimal Principal Amount,
Class I-B-4 Optimal Principal Amount, Class I-B-5 Optimal Principal Amount and
Class I-B-6 Optimal Principal Amount or (y) Class II-B-1 Optimal Principal
Amount, Class II-B-2 Optimal Principal Amount, Class II-B-3 Optimal Principal
Amount, Class II-B-4 Optimal Principal Amount, Class II-B-5 Optimal Principal
Amount and Class II-B-6 Optimal Principal Amount, as applicable.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group I-A Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group II-A Certificates.
Aggregate Schedule I Reduction Amount: as defined in Section
4.01(b).
Aggregate Schedule II Reduction Amount: as defined in Section
4.01(b).
Aggregate Schedule III Reduction Amount: as defined in Section
4.01(b).
Aggregate Schedule IV Reduction Amount: as defined in Section
4.01(b).
Aggregate Schedule V Reduction Amount: as defined in Section
4.01(b).
Aggregate Schedule VI Reduction Amount: as defined in Section
4.01(b).
Aggregate Schedule VII Reduction Amount: as defined in Section
4.01(b).
Aggregate Schedule VIII Reduction Amount: as defined in Section
4.01(b).
Aggregate Schedule IX Reduction Amount: as defined in Section
4.01(b).
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.
Agreement: This Pooling and Servicing Agreement and all amendments
and supplements hereto.
Assigned Letters of Credit: Letters of Credit for which the
beneficiary is the Trustee. The Letters of Credit for all Pledged Asset Mortgage
Loans originated on or after June 14, 2002 shall be Assigned Letters of Credit.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: For each Loan Group as to
any Distribution Date, the sum of (a) the Master Servicing Fee with respect to
the Mortgage Loans in such Loan Group for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full on the Mortgage Loans in such Loan Group remitted to the
Master Servicer and (c) the aggregate amount of Month End Interest with respect
to the Mortgage Loans in such Loan Group 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 Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1 Certificates,
Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates,
Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates,
Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-10 Certificates,
Class I-A-11 Certificates, Class I-A-12 Certificates, Class I-A-13 Certificates,
Class I-A-14 Certificates, Class I-A-15 Certificates, Class I-A-16 Certificates,
Class A-PO Certificates, Class II-A-1 Certificates, Class I-B-1 Certificates,
Class I-B-2 Certificates, Class I-B-3 Certificates, Class II-B-1 Certificates,
Class II-B-2 Certificates and Class II-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 separate 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, Wachovia Bank, National
Association; thereafter any other Certificate Custodian acceptable to The
Depository Trust Company and selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-2 and Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class
I-A-2 Certificate.
Class I-A-2 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
I-A-2 Certificates and (B) the Notional Amount as of such Distribution Date
minus (ii) the sum of (A) the Group I-A Interest Percentage of the Class I-A-2
Certificates of the interest portion of any Realized Losses allocated to the
Group I-A Certificates on or after the applicable Subordination Depletion Date
pursuant to Section 4.02(c) and (B) the Group I-A Interest Percentage of the
Class I-A-2 Certificates of any Non-Supported Interest Shortfall or Relief Act
Shortfall allocated to the Group I-A Certificates with respect to such
Distribution Date.
Class I-A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-3 and Exhibit C hereto.
Class I-A-3 Certificateholder: The registered holder of a Class
I-A-3 Certificate.
Class I-A-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-4 and Exhibit C hereto.
Class I-A-4 Certificateholder: The registered holder of a Class
I-A-4 Certificate.
Class I-A-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-5 and Exhibit C hereto.
Class I-A-5 Certificateholder: The registered holder of a Class
I-A-5 Certificate.
Class I-A-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-6 and Exhibit C hereto.
Class I-A-6 Certificateholder: The registered holder of a Class
I-A-6 Certificate.
Class I-A-7 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-7 and Exhibit C hereto.
Class I-A-7 Certificateholder: The registered holder of a Class
I-A-7 Certificate.
Class I-A-8 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-8 and Exhibit C hereto.
Class I-A-8 Certificateholder: The registered holder of a Class
I-A-8 Certificate.
Class I-A-9 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-9 and Exhibit C hereto.
Class I-A-9 Certificateholder: The registered holder of a Class
I-A-9 Certificate.
Class I-A-10 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-10 and Exhibit C hereto.
Class I-A-10 Certificateholder: The registered holder of a Class
I-A-10 Certificate.
Class I-A-11 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-11 and Exhibit C hereto.
Class I-A-11 Certificateholder: The registered holder of a Class
I-A-11 Certificate.
Class I-A-11 Loss Amount: With respect to any Determination Date
after the applicable Subordination Depletion Date, the amount, if any, by which
the Principal Balance of the Class I-A-11 Certificates would be reduced as a
result of the application of the third sentence of the definition of Principal
Balance.
Class I-A-12 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-12 and Exhibit C hereto.
Class I-A-12 Certificateholder: The registered holder of a Class
I-A-12 Certificate.
Class I-A-13 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-13 and Exhibit C hereto.
Class I-A-13 Certificateholder: The registered holder of a Class
I-A-13 Certificate.
Class I-A-14 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-14 and Exhibit C hereto.
Class I-A-14 Certificateholder: The registered holder of a Class
I-A-14 Certificate.
Class I-A-14 Loss Amount: With respect to any Determination Date
after the applicable Subordination Depletion Date, the amount, if any, by which
the Principal Balance of the Class I-A-14 Certificates would be reduced as a
result of the application of the third sentence of the definition of Principal
Balance.
Class I-A-15 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-15 and Exhibit C hereto.
Class I-A-15 Certificateholder: The registered holder of a Class
I-A-15 Certificate.
Class I-A-15 Loss Allocation Amount: With respect to any
Determination Date after the applicable Subordination Depletion Date the lesser
of (a) the Principal Balance of the Class I-A-15 Certificates with respect to
such Determination Date prior to any reduction for the Class I-A-15 Loss
Allocation Amount and (b) the Class I-A-14 Loss Amount.
Class I-A-16 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-16 and Exhibit C hereto.
Class I-A-16 Certificateholder: The registered holder of a Class
I-A-16 Certificate.
Class I-A-16 Loss Allocation Amount: With respect to any
Determination Date after the applicable Subordination Depletion Date the lesser
of (a) the Principal Balance of the Class I-A-16 Certificates with respect to
such Determination Date prior to any reduction for the Class I-A-16 Loss
Allocation Amount and (b) the Class I-A-11 Loss Amount.
Class I-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 I-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 I-A-LR Certificate: The Certificate executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit I-A-LR and Exhibit C hereto.
Class I-A-LR Certificateholder: The registered holder of the Class
I-A-LR Certificate.
Class I-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 I-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 I-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with
respect to such Group I Mortgage Loan and (y) the sum of:
(i) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Group I Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Group I 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 Group I 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 Section 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group I
Mortgage Loan substituted for a Group I Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date occurs over the unpaid principal balance of such Group I
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 Trustee in respect of such Group I Mortgage
Loan; and
(II) the Class I-A-PO Recovery for such Distribution Date.
Class I-A-PO Recovery: As to any Distribution Date prior to the
applicable Subordination Depletion Date, the lesser of (a) the Class A-PO
Deferred Amount for the Class I-A-PO Component for such Distribution Date
(calculated without regard to the Class I-A-PO Recovery for such Distribution
Date) and (b) an amount equal to the sum as to each Group I 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 Group
I Mortgage Loan and (y) the amount of the Recovery with respect to such Group I
Mortgage Loan. As to any Distribution Date on or after the applicable
Subordination Depletion Date, the amount determined in accordance with clause
(b) above.
Class I-A-R Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-A-R and Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the Class
I-A-R Certificate.
Class II-A-1 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a Class
II-A-1 Certificate.
Class II-A-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 II-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 II-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with
respect to such Group II Mortgage Loan and (y) the sum of:
(i) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Group II Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Group II 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 Group II 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 Section 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group II
Mortgage Loan substituted for a Group II Mortgage Loan during the one
month period ending on the day preceding the Determination Date for such
Distribution Date occurs over the unpaid principal balance of such Group
II 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 Trustee in respect of such Group II
Mortgage Loan; and
(II) the Class II-A-PO Recovery for such Distribution Date.
Class II-A-PO Recovery: As to any Distribution Date prior to the
applicable Subordination Depletion Date, the lesser of (a) the Class A-PO
Deferred Amount for the Class II-A-PO Component for such Distribution Date
(calculated without regard to the Class II-A-PO Recovery for such Distribution
Date) and (b) an amount equal to the sum as to each Group II 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 Group
II Mortgage Loan and (y) the amount of the Recovery with respect to such Group
II Mortgage Loan. As to any Distribution Date on or after the applicable
Subordination Depletion Date, the amount determined in accordance with clause
(b) above.
Class A Certificate: Any of the Group I-A Certificates or Group II-A
Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A-PO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee 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 a Group and any Distribution Date
prior to the applicable Subordination Depletion Date, the difference between (A)
the sum of (x) the amount by which the sum of the Class A-PO Optimal Principal
Amount for such Group for all prior Distribution Dates exceeded the amounts
distributed on the Class A-PO Certificates with respect to the Component of such
Group on such prior Distribution Dates pursuant to Paragraph third clause (A) or
clause (B), as applicable, of Section 4.01(a)(i) and (y) the sum of the product
for each Discount Mortgage Loan in the related Loan Group 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 Discount Mortgage Loan and (B) the sum of (x) the sum of such Component's
PO Recoveries for such Distribution Date and prior Distribution Dates and (y)
amounts distributed on the Class A-PO Certificates with respect to such
Component for such Group on prior Distribution Dates pursuant to Paragraph
fourth clause (A) or clause (B), as applicable, of Section 4.01(a)(i). On and
after the applicable Subordination Depletion Date, the Class A-PO Deferred
Amount for each Group will be zero. No interest will accrue on any Class A-PO
Deferred Amount.
Class A Pass-Through Rate: As to the Class I-A-1 Certificates,
4.250% per annum. As to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5,
Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11,
Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class
I-A-R and Class I-A-LR Certificates, 5.250% per annum. As to the Class II-A-1
Certificates, 4.750% per annum. The Class A-PO Certificates are not entitled to
interest and do not have Class A Pass-Through Rates.
Class A Unpaid Interest Shortfall: For a Group, as to any
Distribution Date and any Class of Class A Certificates of such Group, the
amount, if any, by which the aggregate of the Group I-A Interest Shortfall
Amounts or Group II-A Interest Shortfall Amounts, as applicable, for such Class
(or in the case of a Class of Accrual Certificates prior to the applicable
Accretion Termination Date, the amount included in the Accrual Distribution
Amount pursuant to clause (ii) of the definition thereof) for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second clause (A) or (B), as
applicable, of Section 4.01(a)(i).
Class I-B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-B-1 and Exhibit C hereto.
Class I-B-1 Certificateholder: The registered holder of a Class
I-B-1 Certificate.
Class I-B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-1 Certificates pursuant to
Paragraphs fifth clause (A), sixth clause (A) and seventh clause (A) of Section
4.01(a)(i).
Class I-B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth clause (A) of Section 4.01(a)(i).
Class I-B-1 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and (y) the sum of:
(i) the Group I Class I-B-1 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group I Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class I-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 Section 2.02 or 2.03; and
(iv) the Group I Class I-B-1 Percentage of the excess of the unpaid
principal balance of such Group I Mortgage Loan substituted for a Group I
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 Group I 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 Trustee in respect of
such Group I Mortgage Loan; and
(II) the Group I Class I-B-1 Prepayment Percentage of the Non-PO Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class I-B-1 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-1 Certificates.
Class I-B-1 Principal Balance: As to the first Determination Date,
the Original Class I-B-1 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-1 Principal Balance less the sum of all amounts
previously distributed in respect of the Class I-B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh clause (A) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class I-B-1 Certificates are the most subordinate Group I-B Certificates
outstanding, the Class I-B-1 Principal Balance will equal the difference, if
any, between the Group I Adjusted Pool Amount as of the preceding Distribution
Date less the Group I-A Principal Balance as of such Determination Date.
Class I-B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-1 Certificates
pursuant to Paragraph seventh clause (A) of Section 4.01(a)(i).
Class I-B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth clause (A) of Section 4.01(a)(i).
Class I-B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-B-2 and Exhibit C hereto.
Class I-B-2 Certificateholder: The registered holder of a Class
I-B-2 Certificate.
Class I-B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-2 Certificates pursuant to
Paragraphs eighth clause (A), ninth clause (A) and tenth clause (A) of Section
4.01(a)( i).
Class I-B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth clause (A) of Section 4.01(a)(i).
Class I-B-2 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and (y) the sum of:
(i) the Group I Class I-B-2 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group I Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class I-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 Section 2.02 or 2.03; and
(iv) the Group I Class I-B-2 Percentage of the excess of the unpaid
principal balance of such Group I Mortgage Loan substituted for a Group I
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 Group I 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 Trustee in respect of
such Group I Mortgage Loan; and
(II) the Group I Class I-B-2 Prepayment Percentage of the Non-PO Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class I-B-2 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-2 Certificates.
Class I-B-2 Principal Balance: As to the first Determination Date,
the Original Class I-B-2 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-2 Principal Balance less the sum of all amounts
previously distributed in respect of the Class I-B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth clause (A) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class I-B-2 Certificates are the most subordinate Group I-B Certificates
outstanding, the Class I-B-2 Principal Balance will equal the difference, if
any, between the Group I Adjusted Pool Amount as of the preceding Distribution
Date less the sum of the Group I-A Principal Balance and the Class I-B-1
Principal Balance as of such Determination Date.
Class I-B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-2 Certificates
pursuant to Paragraph tenth clause (A) of Section 4.01(a)(i).
Class I-B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth clause (A) of Section 4.01(a)(i).
Class I-B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-B-3 and Exhibit C hereto.
Class I-B-3 Certificateholder: The registered holder of a Class
I-B-3 Certificate.
Class I-B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-3 Certificates pursuant to
Paragraphs eleventh clause (A), twelfth clause (A) and thirteenth clause (A) of
Section 4.01(a)(i).
Class I-B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh clause (A) of Section 4.01(a)(i).
Class I-B-3 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and (y) the sum of:
(i) the Group I Class I-B-3 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group I Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class I-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 Section 2.02 or 2.03; and
(iv) the Group I Class I-B-3 Percentage of the excess of the unpaid
principal balance of such Group I Mortgage Loan substituted for a Group I
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 Group I 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 Trustee in respect of
such Group I Mortgage Loan; and
(II) the Group I Class I-B-3 Prepayment Percentage of the Non-PO Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class I-B-3 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-3 Certificates.
Class I-B-3 Principal Balance: As to the first Determination Date,
the Original Class I-B-3 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-3 Principal Balance less the sum of all amounts
previously distributed in respect of the Class I-B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth clause (A) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class I-B-3 Certificates are the most subordinate Group I-B Certificates
outstanding, the Class I-B-3 Principal Balance will equal the difference, if
any, between the Group I Adjusted Pool Amount as of the preceding Distribution
Date less the sum of the Group I-A Principal Balance, the Class I-B-1 Principal
Balance and the Class I-B-2 Principal Balance as of such Determination Date.
Class I-B-3 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-3 Certificates
pursuant to Paragraph thirteenth clause (A) of Section 4.01(a)(i).
Class I-B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth clause (A) of Section 4.01(a)(i).
Class I-B-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-B-4 and Exhibit C hereto.
Class I-B-4 Certificateholder: The registered holder of a Class
I-B-4 Certificate.
Class I-B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-4 Certificates pursuant to
Paragraphs fourteenth clause (A), fifteenth clause (A) and sixteenth clause (A)
of Section 4.01(a)(i).
Class I-B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
Class I-B-4 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and (y) the sum of:
(i) the Group I Class I-B-4 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group I Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class I-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 Section 2.02 or 2.03; and
(iv) the Group I Class I-B-4 Percentage of the excess of the unpaid
principal balance of such Group I Mortgage Loan substituted for a Group I
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 Group I 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 Trustee in respect of
such Group I Mortgage Loan; and
(II) the Group I Class I-B-4 Prepayment Percentage of the Non-PO Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class I-B-4 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-4 Certificates.
Class I-B-4 Principal Balance: As to the first Determination Date,
the Original Class I-B-4 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-4 Principal Balance less the sum of all amounts
previously distributed in respect of the Class I-B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth clause (A) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class I-B-4 Certificates are the most subordinate Group I-B Certificates
outstanding, the Class I-B-4 Principal Balance will equal the difference, if
any, between the Group I Adjusted Pool Amount as of the preceding Distribution
Date less the sum of the Group I-A Principal Balance, the Class I-B-1 Principal
Balance, the Class I-B-2 Principal Balance and the Class I-B-3 Principal Balance
as of such Determination Date.
Class I-B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-4 Certificates
pursuant to Paragraph sixteenth clause (A) of Section 4.01(a)(i).
Class I-B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth clause (A) of Section 4.01(a)(i).
Class I-B-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-B-5 and Exhibit C hereto.
Class I-B-5 Certificateholder: The registered holder of a Class
I-B-5 Certificate.
Class I-B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-5 Certificates pursuant to
Paragraphs seventeenth clause (A), eighteenth clause (A) and nineteenth clause
(A) of Section 4.01(a)(i).
Class I-B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth clause (A) of Section 4.01(a)(i).
Class I-B-5 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and (y) the sum of:
(i) the Group I Class I-B-5 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group I Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class I-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 Section 2.02 or 2.03; and
(iv) the Group I Class I-B-5 Percentage of the excess of the unpaid
principal balance of such Group I Mortgage Loan substituted for a Group I
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 Group I 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 Trustee in respect of
such Group I Mortgage Loan; and
(II) the Group I Class I-B-5 Prepayment Percentage of the Non-PO Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class I-B-5 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-5 Certificates.
Class I-B-5 Principal Balance: As to the first Determination Date,
the Original Class I-B-5 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-5 Principal Balance less the sum of all amounts
previously distributed in respect of the Class I-B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth clause (A) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class I-B-5 Certificates are the most subordinate Group I-B Certificates
outstanding, the Class I-B-5 Principal Balance will equal the difference, if
any, between the Group I Adjusted Pool Amount as of the preceding Distribution
Date less the sum of the Group I-A Principal Balance, the Class I-B-1 Principal
Balance, the Class I-B-2 Principal Balance, the Class I-B-3 Principal Balance
and the Class I-B-4 Principal Balance as of such Determination Date.
Class I-B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-5 Certificates
pursuant to Paragraph nineteenth clause (A) of Section 4.01(a)(i).
Class I-B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth clause (A) of Section 4.01(a)(i).
Class I-B-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit I-B-6 and Exhibit C hereto.
Class I-B-6 Certificateholder: The registered holder of a Class
I-B-6 Certificate.
Class I-B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-6 Certificates pursuant to
Paragraphs twentieth clause (A), twenty-first clause (A) and twenty-second
clause (A) of Section 4.01(a)(i).
Class I-B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth clause (A) of Section 4.01(a)(i).
Class I-B-6 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Group I Mortgage Loan and (y) the sum of:
(i) the Group I Class I-B-6 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class I-B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group I Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class I-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 Section 2.02 or 2.03; and
(iv) the Group I Class I-B-6 Percentage of the excess of the unpaid
principal balance of such Group I Mortgage Loan substituted for a Group I
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 Group I 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 Trustee in respect of
such Group I Mortgage Loan; and
(II) the Group I Class I-B-6 Prepayment Percentage of the Non-PO Recovery
for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class I-B-6 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-6 Certificates.
Class I-B-6 Principal Balance: As to the first Determination Date,
the Original Class I-B-6 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-6 Principal Balance less the sum of all amounts
previously distributed in respect of the Class I-B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second clause (A) of Section
4.01(a)(i); provided, however, if the Class I-B-6 Certificates are outstanding,
the Class I-B-6 Principal Balance will equal the difference, if any, between the
Group I Adjusted Pool Amount as of the preceding Distribution Date less the sum
of the Group I-A Principal Balance, the Class I-B-1 Principal Balance, the Class
I-B-2 Principal Balance, the Class I-B-3 Principal Balance, the Class I-B-4
Principal Balance and the Class I-B-5 Principal Balance as of such Determination
Date.
Class I-B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-6 Certificates
pursuant to Paragraph twenty-second clause (A) of Section 4.01(a)(i).
Class I-B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first clause (A) of Section 4.01(a)(i).
Class I-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 I-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 I-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 I-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 I-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 I-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.
Class II-B-1 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit II-B-1 and Exhibit C hereto.
Class II-B-1 Certificateholder: The registered holder of a Class
II-B-1 Certificate.
Class II-B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-1 Certificates pursuant to
Paragraphs fifth clause (B), sixth clause (B) and seventh clause (B) of Section
4.01(a)(i).
Class II-B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth clause (B) of Section 4.01(a)(i).
Class II-B-1 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan and (y) the sum of:
(i) the Group II Class II-B-1 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-1 Prepayment Percentage (with respect
to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group II Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group II Class II-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 Section 2.02
or 2.03; and
(iv) the Group II Class II-B-1 Percentage of the excess of the
unpaid principal balance of such Group II Mortgage Loan substituted for a
Group II 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 Group II 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
Trustee in respect of such Group II Mortgage Loan; and
(II) the Group II Class II-B-1 Prepayment Percentage of the Non-PO
Recovery for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class II-B-1 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-1 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-1 Certificates.
Class II-B-1 Principal Balance: As to the first Determination Date,
the Original Class II-B-1 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-1 Principal Balance less the sum of all amounts
previously distributed in respect of the Class II-B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh clause (B) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class II-B-1 Certificates are the most subordinate Group II-B Certificates
outstanding, the Class II-B-1 Principal Balance will equal the difference, if
any, between the Group II Adjusted Pool Amount as of the preceding Distribution
Date less the Group II-A Principal Balance as of such Determination Date.
Class II-B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-1 Certificates
pursuant to Paragraph seventh clause (B) of Section 4.01(a)(i).
Class II-B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-1 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-1 Certificates on prior Distribution
Dates pursuant to Paragraph sixth clause (B) of Section 4.01(a)(i).
Class II-B-2 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit II-B-2 and Exhibit C hereto.
Class II-B-2 Certificateholder: The registered holder of a Class
II-B-2 Certificate.
Class II-B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-2 Certificates pursuant to
Paragraphs eighth clause (B), ninth clause (B) and tenth clause (B) of Section
4.01(a)( i).
Class II-B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth clause (B) of Section 4.01(a)(i).
Class II-B-2 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan and (y) the sum of:
(i) the Group II Class II-B-2 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-2 Prepayment Percentage (with respect
to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group II Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group II Class II-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 Section 2.02
or 2.03; and
(iv) the Group II Class II-B-2 Percentage of the excess of the
unpaid principal balance of such Group II Mortgage Loan substituted for a
Group II 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 Group II 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
Trustee in respect of such Group II Mortgage Loan; and
(II) the Group II Class II-B-2 Prepayment Percentage of the Non-PO
Recovery for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class II-B-2 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-2 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-2 Certificates.
Class II-B-2 Principal Balance: As to the first Determination Date,
the Original Class II-B-2 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-2 Principal Balance less the sum of all amounts
previously distributed in respect of the Class II-B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth clause (B) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class II-B-2 Certificates are the most subordinate Group II-B Certificates
outstanding, the Class II-B-2 Principal Balance will equal the difference, if
any, between the Group II Adjusted Pool Amount as of the preceding Distribution
Date less the sum of the Group II-A Principal Balance and the Class II-B-1
Principal Balance as of such Determination Date.
Class II-B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-2 Certificates
pursuant to Paragraph tenth clause (B) of Section 4.01(a)(i).
Class II-B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-2 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-2 Certificates on prior Distribution
Dates pursuant to Paragraph ninth clause (B) of Section 4.01(a)(i).
Class II-B-3 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit II-B-3 and Exhibit C hereto.
Class II-B-3 Certificateholder: The registered holder of a Class
II-B-3 Certificate.
Class II-B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-3 Certificates pursuant to
Paragraphs eleventh clause (B), twelfth clause (B) and thirteenth clause (B) of
Section 4.01(a)(i).
Class II-B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh clause (B) of Section 4.01(a)(i).
Class II-B-3 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan and (y) the sum of:
(i) the Group II Class II-B-3 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-3 Prepayment Percentage (with respect
to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group II Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group II Class II-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 Section 2.02
or 2.03; and
(iv) the Group II Class II-B-3 Percentage of the excess of the
unpaid principal balance of such Group II Mortgage Loan substituted for a
Group II 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 Group II 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
Trustee in respect of such Group II Mortgage Loan; and
(II) the Group II Class II-B-3 Prepayment Percentage of the Non-PO
Recovery for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class II-B-3 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-3 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-3 Certificates.
Class II-B-3 Principal Balance: As to the first Determination Date,
the Original Class II-B-3 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-3 Principal Balance less the sum of all amounts
previously distributed in respect of the Class II-B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth clause (B) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class II-B-3 Certificates are the most subordinate Group II-B Certificates
outstanding, the Class II-B-3 Principal Balance will equal the difference, if
any, between the Group II Adjusted Pool Amount as of the preceding Distribution
Date less the sum of the Group II-A Principal Balance, the Class II-B-1
Principal Balance and the Class II-B-2 Principal Balance as of such
Determination Date.
Class II-B-3 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-3 Certificates
pursuant to Paragraph thirteenth clause (B) of Section 4.01(a)(i).
Class II-B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-3 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-3 Certificates on prior Distribution
Dates pursuant to Paragraph twelfth clause (B) of Section 4.01(a)(i).
Class II-B-4 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit II-B-4 and Exhibit C hereto.
Class II-B-4 Certificateholder: The registered holder of a Class
II-B-4 Certificate.
Class II-B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-4 Certificates pursuant to
Paragraphs fourteenth clause (B), fifteenth clause (B) and sixteenth clause (B)
of Section 4.01(a)(i).
Class II-B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
Class II-B-4 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan and (y) the sum of:
(i) the Group II Class II-B-4 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-4 Prepayment Percentage (with respect
to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group II Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group II Class II-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 Section 2.02
or 2.03; and
(iv) the Group II Class II-B-4 Percentage of the excess of the
unpaid principal balance of such Group II Mortgage Loan substituted for a
Group II 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 Group II 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
Trustee in respect of such Group II Mortgage Loan; and
(II) the Group II Class II-B-4 Prepayment Percentage of the Non-PO
Recovery for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class II-B-4 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-4 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-4 Certificates.
Class II-B-4 Principal Balance: As to the first Determination Date,
the Original Class II-B-4 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-4 Principal Balance less the sum of all amounts
previously distributed in respect of the Class II-B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth clause (B) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class II-B-4 Certificates are the most subordinate Group II-B Certificates
outstanding, the Class II-B-4 Principal Balance will equal the difference, if
any, between the Group II Adjusted Pool Amount as of the preceding Distribution
Date less the sum of the Group II-A Principal Balance, the Class II-B-1
Principal Balance, the Class II-B-2 Principal Balance and the Class II-B-3
Principal Balance as of such Determination Date.
Class II-B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-4 Certificates
pursuant to Paragraph sixteenth clause (B) of Section 4.01(a)(i).
Class II-B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-4 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-4 Certificates on prior Distribution
Dates pursuant to Paragraph fifteenth clause (B) of Section 4.01(a)(i).
Class II-B-5 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit II-B-5 and Exhibit C hereto.
Class II-B-5 Certificateholder: The registered holder of a Class
II-B-5 Certificate.
Class II-B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-5 Certificates pursuant to
Paragraphs seventeenth clause (B), eighteenth clause (B) and nineteenth clause
(B) of Section 4.01(a)(i).
Class II-B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth clause (B) of Section 4.01(a)(i).
Class II-B-5 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan and (y) the sum of:
(i) the Group II Class II-B-5 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-5 Prepayment Percentage (with respect
to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group II Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group II Class II-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 Section 2.02
or 2.03; and
(iv) the Group II Class II-B-5 Percentage of the excess of the
unpaid principal balance of such Group II Mortgage Loan substituted for a
Group II 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 Group II 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
Trustee in respect of such Group II Mortgage Loan; and
(II) the Group II Class II-B-5 Prepayment Percentage of the Non-PO
Recovery for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class II-B-5 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-5 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-5 Certificates.
Class II-B-5 Principal Balance: As to the first Determination Date,
the Original Class II-B-5 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-5 Principal Balance less the sum of all amounts
previously distributed in respect of the Class II-B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth clause (B) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment; provided, however, if
the Class II-B-5 Certificates are the most subordinate Group II-B Certificates
outstanding, the Class II-B-5 Principal Balance will equal the difference, if
any, between the Group II Adjusted Pool Amount as of the preceding Distribution
Date less the sum of the Group II-A Principal Balance, the Class II-B-1
Principal Balance, the Class II-B-2 Principal Balance, the Class II-B-3
Principal Balance and the Class II-B-4 Principal Balance as of such
Determination Date.
Class II-B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-5 Certificates
pursuant to Paragraph nineteenth clause (B) of Section 4.01(a)(i).
Class II-B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-5 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-5 Certificates on prior Distribution
Dates pursuant to Paragraph eighteenth clause (B) of Section 4.01(a)(i).
Class II-B-6 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit II-B-6 and Exhibit C hereto.
Class II-B-6 Certificateholder: The registered holder of a Class
II-B-6 Certificate.
Class II-B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-6 Certificates pursuant to
Paragraphs twentieth clause (B), twenty-first clause (B) and twenty-second
clause (B) of Section 4.01(a)(i).
Class II-B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth clause (B) of Section 4.01(a)(i).
Class II-B-6 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction
with respect to such Group II Mortgage Loan and (y) the sum of:
(i) the Group II Class II-B-6 Percentage of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II Class II-B-6 Prepayment Percentage (with respect
to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts
(other than Recoveries) that were received by a Servicer with respect to
such Group II Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group II Class II-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 Section 2.02
or 2.03; and
(iv) the Group II Class II-B-6 Percentage of the excess of the
unpaid principal balance of such Group II Mortgage Loan substituted for a
Group II 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 Group II 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
Trustee in respect of such Group II Mortgage Loan; and
(II) the Group II Class II-B-6 Prepayment Percentage of the Non-PO
Recovery for such Loan Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class II-B-6 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-6 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-6 Certificates.
Class II-B-6 Principal Balance: As to the first Determination Date,
the Original Class II-B-6 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-6 Principal Balance less the sum of all amounts
previously distributed in respect of the Class II-B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second clause (B) of Section
4.01(a)(i); provided, however, if the Class II-B-6 Certificates are outstanding,
the Class II-B-6 Principal Balance will equal the difference, if any, between
the Group II Adjusted Pool Amount as of the preceding Distribution Date less the
sum of the Group II-A Principal Balance, the Class II-B-1 Principal Balance, the
Class II-B-2 Principal Balance, the Class II-B-3 Principal Balance, the Class
II-B-4 Principal Balance and the Class II-B-5 Principal Balance as of such
Determination Date.
Class II-B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-6 Certificates
pursuant to Paragraph twenty-second clause (B) of Section 4.01(a)(i).
Class II-B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-6 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-6 Certificates on prior Distribution
Dates pursuant to Paragraph twenty-first clause (B) of Section 4.01(a)(i).
Class II-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 II-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 II-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 II-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 II-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 II-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.
Class B Certificate: Any one of the Class I-B-1 Certificates, Class
I-B-2 Certificates, Class I-B-3 Certificates, Class I-B-4 Certificates, Class
I-B-5 Certificates, Class I-B-6 Certificates, Class II-B-1 Certificates, Class
II-B-2 Certificates, Class II-B-3 Certificates, Class II-B-4 Certificates, Class
II-B-5 Certificates or Class II-B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class I-B-1, Class I-B-2,
Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, the Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 or Class II-B-6 Distribution
Amounts.
Class B Interest Accrual Amount: For a Group, as to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates of such Group with respect to such Distribution Date.
Class B Interest Percentage: For a Group, as to any Distribution
Date and any Class of Class B Certificates of such Group, 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 for such Group (determined without regard to clause (ii) of the
definition of each Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class I-B-1 Interest
Shortfall Amount, Class I-B-2 Interest Shortfall Amount, Class I-B-3 Interest
Shortfall Amount, Class I-B-4 Interest Shortfall Amount, Class I-B-5 Interest
Shortfall Amount, Class I-B-6 Interest Shortfall Amount, Class II-B-1 Interest
Shortfall Amount, Class II-B-2 Interest Shortfall Amount, Class II-B-3 Interest
Shortfall Amount, Class II-B-4 Interest Shortfall Amount, Class II-B-5 Interest
Shortfall Amount or Class II-B-6 Interest Shortfall Amount.
Class B Optimal Principal Amount: Any of the Class I-B-1, Class
I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 or Class II-B-6 Optimal
Principal Amounts.
Class B Pass-Through Rate: With respect to any Distribution Date, a
per annum rate equal to 5.250% for the Group I-B Certificates and 4.750% for the
Group II-B Certificates.
Class B Unpaid Interest Shortfall: Any of the Class I-B-1 Unpaid
Interest Shortfall, Class I-B-2 Unpaid Interest Shortfall, Class I-B-3 Unpaid
Interest Shortfall, Class I-B-4 Unpaid Interest Shortfall, Class I-B-5 Unpaid
Interest Shortfall, Class I-B-6 Unpaid Interest Shortfall, Class II-B-1 Unpaid
Interest Shortfall, Class II-B-2 Unpaid Interest Shortfall, Class II-B-3 Unpaid
Interest Shortfall, Class II-B-4 Unpaid Interest Shortfall, Class II-B-5 Unpaid
Interest Shortfall or Class II-B-6 Unpaid Interest Shortfall.
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 11.16.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: With respect to any Distribution Date and
each Group, the lesser of (a) the aggregate Prepayment Interest Shortfall on the
Mortgage Loans in the related Loan Group for such Distribution Date, (b) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance of
the Mortgage Loans in the related Loan Group for such Distribution Date and (c)
the Available Master Servicing Compensation with respect to such Loan Group for
such Distribution Date.
Component: Each of the Class I-A-PO Component or Class II-A-PO
Component.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument, is located at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
Corresponding Upper-Tier Class, Classes or Components: As to the
following Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier
Class, Classes or Components as follows:
Corresponding Upper-Tier Class, Classes or
Uncertificated Lower-Tier Interest Components
---------------------------------- -------------------------------------------
Class I-A-L1 Interest Class I-A-1 Certificates and Class I-A-2
Certificates
Class I-A-L3 Interest Class I-A-3 Certificates, Class I-A-4
Certificates, Class I-A-5 Certificates,
Class I-A-6 Certificates, Class I-A-7
Certificates, Class I-A-8 Certificates,
Class I-A-9 Certificates, Class I-A-10
Certificates, Class I-A-11 Certificates,
Class I-A-12 Certificates, Class I-A-13
Certificates, Class I-A-14 Certificates,
Class I-A-15 Certificates and Class I-A-16
Certificates
Class I-A-LPO Interest Class I-A-PO Component
Class II-A-LPO Interest Class II-A-PO Component
Class II-A-L1 Interest Class II-A-1 Certificates
Class I-A-LUR Interest Class I-A-R Certificate
Class I-B-L1 Interest Class I-B-1 Certificates
Class I-B-L2 Interest Class I-B-2 Certificates
Class I-B-L3 Interest Class I-B-3 Certificates
Class I-B-L4 Interest Class I-B-4 Certificates
Class I-B-L5 Interest Class I-B-5 Certificates
Class I-B-L6 Interest Class I-B-6 Certificates
Class II-B-L1 Interest Class II-B-1 Certificates
Class II-B-L2 Interest Class II-B-2 Certificates
Class II-B-L3 Interest Class II-B-3 Certificates
Class II-B-L4 Interest Class II-B-4 Certificates
Class II-B-L5 Interest Class II-B-5 Certificates
Class II-B-L6 Interest Class II-B-6 Certificates
Current Class B Interest Distribution Amount: For a Group as to any
Distribution Date, the amount distributed in respect of the Classes of Class B
Certificates of such Group pursuant to Paragraphs fifth, eighth, eleventh,
fourteenth, seventeenth and twentieth clause (A) or (B), as applicable of
Section 4.01(a)(i) on such Distribution Date.
Current Class I-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 I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5 and Class I-B-6 Certificates by the sum of the Group I-A Non-PO
Principal Balance and the Group I-B Principal Balance. As to the first
Distribution Date, the Original Class I-B-1 Fractional Interest.
Current Class I-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 I-B-3, Class I-B-4, Class I-B-5
and Class I-B-6 Certificates by the sum of the Group I-A Non-PO Principal
Balance and the Group I-B Principal Balance. As to the first Distribution Date,
the Original Class I-B-2 Fractional Interest.
Current Class I-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 I-B-4, Class I-B-5 and Class
I-B-6 Certificates by the sum of the Group I-A Non-PO Principal Balance and the
Group I-B Principal Balance. As to the first Distribution Date, the Original
Class I-B-3 Fractional Interest.
Current Class I-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 I-B-5 and Class I-B-6
Certificates by the sum of the Group I-A Non-PO Principal Balance and the Group
I-B Principal Balance. As to the first Distribution Date, the Original Class
I-B-4 Fractional Interest.
Current Class I-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 I-B-6 Certificates by the sum of the Group
I-A Non-PO Principal Balance and the Group I-B Principal Balance. As to the
first Distribution Date, the Original Class I-B-5 Fractional Interest.
Current Class II-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 II-B-2, Class II-B-3,
Class II-B-4, Class II-B-5 and Class II-B-6 Certificates by the sum of the Group
II-A Non-PO Principal Balance and the Group II-B Principal Balance. As to the
first Distribution Date, the Original Class II-B-1 Fractional Interest.
Current Class II-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 II-B-3, Class II-B-4,
Class II-B-5 and Class II-B-6 Certificates by the sum of the Group II-A Non-PO
Principal Balance and the Group II-B Principal Balance. As to the first
Distribution Date, the Original Class II-B-2 Fractional Interest.
Current Class II-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 II-B-4, Class II-B-5 and
Class II-B-6 Certificates by the sum of the Group II-A Non-PO Principal Balance
and the Group II-B Principal Balance. As to the first Distribution Date, the
Original Class II-B-3 Fractional Interest.
Current Class II-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 II-B-5 and Class II-B-6
Certificates by the sum of the Group II-A Non-PO Principal Balance and the Group
II-B Principal Balance. As to the first Distribution Date, the Original Class
II-B-4 Fractional Interest.
Current Class II-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 II-B-6 Certificates by the sum of
the Group II-A Non-PO Principal Balance and the Group II-B Principal Balance. As
to the first Distribution Date, the Original Class II-B-5 Fractional Interest.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group I-A
Certificates pursuant to Paragraph first clause (A) of Section 4.01(a)(i) on
such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group
II-A Certificates pursuant to Paragraph first clause (B) of Section 4.01(a)(i)
on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Group I or Group II Mortgage Loan which was the subject of a
Curtailment:
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Curtailment is
received by the Servicer on or after the Determination Date in
the month preceding the month of such Distribution Date but
prior to the first day of the month of such Distribution Date,
the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Curtailment from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month preceding the month
of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Curtailment
is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or, if
earlier, its application by the Servicer through the last day
of the month in which such Curtailment is received.
Custodial Agreement: The Custodial Agreement, dated as of July 30,
2003, among the Custodian, the Seller, the Master Servicer and the Trustee,
which agreement is attached hereto as Exhibit E, as the same may be amended or
modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Xxxxx Fargo Bank Minnesota, National Association, or its
successor in interest under the Custodial Agreement.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans as is set forth in Section
11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Class I-A-2 Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class I-A-2 Certificates, the amount specified on the
face of each such Certificate representing the portion of the Original 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 Group I Discount Mortgage Loan or Group II
Discount Mortgage Loan.
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 Trustee, such that the Trustee, 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;
(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; and
(ix) any mutual fund, money market fund, common trust fund or other
pooled investment vehicle, the assets of which are limited to instruments
that otherwise would constitute Eligible Investments hereunder, including
any such fund that is managed by the Trustee or any affiliate of the
Trustee or for which the Trustee or any of its affiliates acts as an
adviser as long as such fund is rated in at least the highest rating
category by each Rating Agency.
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.
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 Group I-A Certificates and Group I-B Certificates and the Class
A-PO Certificates is August 25, 2033, which corresponds to the "latest possible
maturity date" for purposes of Section 860G(a)(1) of the Internal Revenue Code
of 1986, as amended. The Final Scheduled Maturity Date for each Class of Group
II-A Certificates and Group II-B Certificates is August 25, 2018.
Fitch: Fitch Ratings, or its successor in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than (i) for the Group I
Mortgage Loans, the sum of (a) 5.250%, (b) the applicable Servicing Fee Rate and
(c) the Master Servicing Fee Rate and (ii) for the Group II Mortgage Loans, the
sum of (a) 4.750%, (b) the applicable Servicing Fee Rate and (c) the Master
Servicing Fee Rate, which will be determined on a loan by loan basis and will
equal the Mortgage Interest Rate on each Mortgage Loan minus the rate described
in Clause (i) or (ii), as applicable, 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 (i) for the Group I Mortgage Loans, the sum of (a)
5.250%, (b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee
Rate and (ii) for the Group II Mortgage Loans, the sum of (a) 4.750%, (b) the
applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate
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.
Group: Either of Group I or Group II.
Group I: The Group I-A Certificates, Class I-A-PO Component and
Group I-B Certificates.
Group I Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage
Loans minus the sum of (i) all amounts in respect of principal received in
respect of the Group I Mortgage Loans (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts
and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group I
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group I Mortgage Loans from the Cut-Off Date through
the end of the period corresponding to the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Group I 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 that are Group I Mortgage Loans: the product
of (i) the PO Fraction for each such Group I 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 Group I 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 Group I 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 Group I Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group I Aggregate Non-PO Principal Balance: The sum of the Group I-A
Non-PO Principal Balance and the Group I-B Principal Balance.
Group I Class B Percentage: Any one of the Group I Class I-B-1
Percentage, Group I Class I-B-2 Percentage, Group I Class I-B-3 Percentage,
Group I Class I-B-4 Percentage, Group I Class I-B-5 Percentage or Group I Class
I-B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class
I-B-1 Prepayment Percentage, Group I Class I-B-2 Prepayment Percentage, Group I
Class I-B-3 Prepayment Percentage, Group I Class I-B-4 Prepayment Percentage,
Group I Class I-B-5 Prepayment Percentage or Group I Class I-B-6 Prepayment
Percentage.
Group I Class I-B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group I Subordinated Percentage by
either (i) if any Group I-B Certificates (other than the Class I-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 I-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 Group I-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 Group I-B Certificates
(other than the Class I-B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Group I Class I-B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group I Subordinated
Prepayment Percentage by either (i) if any Group I-B Certificates (other than
the Class I-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 I-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 Group I-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 Group I-B Certificates
(other than the Class I-B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Group I Class I-B-2 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class I-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 Group I-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 I-B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class I-B-2 Percentage for such Distribution Date will be zero.
Group I Class I-B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class I-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
Group I-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 I-B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class I-B-2 Prepayment
Percentage for such Distribution Date will be zero.
Group I Class I-B-3 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class I-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 Group I-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 I-B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class I-B-3 Percentage for such Distribution Date will be zero.
Group I Class I-B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class I-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
Group I-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 I-B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class I-B-3 Prepayment
Percentage for such Distribution Date will be zero.
Group I Class I-B-4 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class I-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 Group I-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 I-B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class I-B-4 Percentage for such Distribution Date will be zero.
Group I Class I-B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class I-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
Group I-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 I-B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class I-B-4 Prepayment
Percentage for such Distribution Date will be zero.
Group I Class I-B-5 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class I-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 Group I-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 I-B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class I-B-5 Percentage for such Distribution Date will be zero.
Group I Class I-B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class I-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
Group I-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 I-B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class I-B-5 Prepayment
Percentage for such Distribution Date will be zero.
Group I Class I-B-6 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group I Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class I-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 Group I-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 I-B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class I-B-6 Percentage for such Distribution Date will be zero.
Group I Class I-B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class I-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
Group I-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 I-B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class I-B-6 Prepayment
Percentage for such Distribution Date will be zero.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a Net
Mortgage Interest Rate of less than 5.250%.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1A,
F-2 and F-3A attached hereto.
Group I Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group I 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.
Group I Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group I 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.
Group I Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group I-A Certificates, Class I-A-PO
Component and Group I-B Certificates on such Distribution Date, which shall be
the sum of (i) all previously undistributed payments or other receipts on
account of principal and interest on or in respect of the Group I Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Group I
Mortgage Loan by the 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 with respect to Group I Mortgage Loans by
a Servicer pursuant to the related Servicing Agreement or Periodic Advances with
respect to Group I Mortgage Loans made by the Master Servicer or the Trustee
pursuant to Section 3.03, (iii) any Reimbursement Amount as provided in Section
4.01(a) and (iv) all other amounts (including any Insurance Proceeds and
Compensating Interest) with respect to a Group I Mortgage Loan required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by
the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular Group
I Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group I Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
with respect to Group I Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage Loans
repurchased by the Seller pursuant to Section 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 Group I
Mortgage Loan substituted for a Group I Mortgage Loan pursuant to Section
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 Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group I Mortgage Loan 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 Group I 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 in respect of Group I Mortgage Loans;
(k) Month End Interest in respect of Group I Mortgage Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group I Mortgage Loans.
Group I Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balance of all Group I Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group I Scheduled Principal Amount: The sum for each outstanding
Group I Mortgage Loan (including each defaulted Group I 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 Group I-A Non-PO Optimal Principal Amount, but without such amount being
multiplied by the Group I-A Percentage.
Group I Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group I-A
Prepayment Percentage for such date.
Group I Unscheduled Principal Amount: The sum for each outstanding
Group I Mortgage Loan (including each defaulted Group I 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 Group I-A Non-PO Optimal Principal Amount, but without such amount being
multiplied by the applicable Group I-A Prepayment Percentage.
Group II: The Group II-A Certificates, Class II-A-PO Component and
Group II-B Certificates.
Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group II
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group II Mortgage Loans (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group II
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group II Mortgage Loans from the Cut-Off Date
through the end of the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Group II 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 that are Group II Mortgage Loans: the product
of (i) the PO Fraction for each such Group II 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 Group II 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 Group II 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 Group II Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group II Aggregate Non-PO Principal Balance: The sum of the Group
II-A Non-PO Principal Balance and the Group II-B Principal Balance.
Group II Class B Percentage: Any one of the Group II Class II-B-1
Percentage, Group II Class II-B-2 Percentage, Group II Class II-B-3 Percentage,
Group II Class II-B-4 Percentage, Group II Class II-B-5 Percentage or Group II
Class II-B-6 Percentage.
Group II Class B Prepayment Percentage: Any of the Group II Class
II-B-1 Prepayment Percentage, Group II Class II-B-2 Prepayment Percentage, Group
II Class II-B-3 Prepayment Percentage, Group II Class II-B-4 Prepayment
Percentage, Group II Class II-B-5 Prepayment Percentage or Group II Class II-B-6
Prepayment Percentage.
Group II Class II-B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group II Subordinated Percentage by
either (i) if any Group II-B Certificates (other than the Class II-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 II-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 Group II-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 Group II-B Certificates
(other than the Class II-B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Group II Class II-B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group II Subordinated
Prepayment Percentage by either (i) if any Group II-B Certificates (other than
the Class II-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 II-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 Group II-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 Group II-B Certificates
(other than the Class II-B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Group II Class II-B-2 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the
numerator of which is the Class II-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 Group II-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 II-B-2 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Group II Class II-B-2 Percentage for such Distribution Date will
be zero.
Group II Class II-B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class II-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
Group II-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 II-B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class II-B-2 Prepayment
Percentage for such Distribution Date will be zero.
Group II Class II-B-3 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the
numerator of which is the Class II-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 Group II-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 II-B-3 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Group II Class II-B-3 Percentage for such Distribution Date will
be zero.
Group II Class II-B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class II-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
Group II-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 II-B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class II-B-3 Prepayment
Percentage for such Distribution Date will be zero.
Group II Class II-B-4 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the
numerator of which is the Class II-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 Group II-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 II-B-4 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Group II Class II-B-4 Percentage for such Distribution Date will
be zero.
Group II Class II-B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class II-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
Group II-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 II-B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class II-B-4 Prepayment
Percentage for such Distribution Date will be zero.
Group II Class II-B-5 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the
numerator of which is the Class II-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 Group II-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 II-B-5 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Group II Class II-B-5 Percentage for such Distribution Date will
be zero.
Group II Class II-B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class II-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
Group II-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 II-B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class II-B-5 Prepayment
Percentage for such Distribution Date will be zero.
Group II Class II-B-6 Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the
numerator of which is the Class II-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 Group II-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 II-B-6 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Group II Class II-B-6 Percentage for such Distribution Date will
be zero.
Group II Class II-B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class II-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
Group II-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 II-B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class II-B-6 Prepayment
Percentage for such Distribution Date will be zero.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a Net
Mortgage Interest Rate of less than 4.750%.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibits
F-1B and F-3B attached hereto.
Group II Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group II 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.
Group II Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group II 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.
Group II Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group II-A Certificates, Class II-A-PO
Component and Group II-B Certificates on such Distribution Date, which shall be
the sum of (i) all previously undistributed payments or other receipts on
account of principal and interest on or in respect of the Group II Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a Group
II Mortgage Loan by the 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 with respect to Group II
Mortgage Loans by a Servicer pursuant to the related Servicing Agreement or
Periodic Advances with respect to Group II Mortgage Loans made by the Master
Servicer or the Trustee pursuant to Section 3.03, (iii) any Reimbursement Amount
as provided in Section 4.01(a) and (iv) all other amounts (including any
Insurance Proceeds and Compensating Interest) with respect to a Group II
Mortgage Loan required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group II Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by
the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular Group
II Mortgage Loan which represent (i) the Fixed Retained Yield, if any,
(ii) the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group II Mortgage Loans due after the Due Date occurring in
the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
with respect to Group II Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage Loans
repurchased by the Seller pursuant to Section 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 Group II
Mortgage Loan substituted for a Group II Mortgage Loan pursuant to Section
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 Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group II Mortgage Loan 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 Group II 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 in respect of Group II Mortgage Loans;
(k) Month End Interest in respect of Group II Mortgage Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group II Mortgage Loans.
Group II Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balance of all Group II Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group II Scheduled Principal Amount: The sum for each outstanding
Group II Mortgage Loan (including each defaulted Group II 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 Group II-A Non-PO Optimal Principal Amount, but without such amount being
multiplied by the applicable Group II-A Percentage.
Group II Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group II-A
Prepayment Percentage for such date.
Group II Unscheduled Principal Amount: The sum for each outstanding
Group II Mortgage Loan (including each defaulted Group II 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 Group II-A Non-PO Optimal Principal Amount, but without such amount being
multiplied by the applicable Group II-A Prepayment Percentage.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9,
Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class
I-A-15, Class I-A-16, Class I-A-R or Class I-A-LR Certificate.
Group I-A Distribution Amount: As to any Distribution Date and any
Class of Group I-A Certificates (other than the Class I-A-2, Class I-A-5 and
Class I-A-8 Certificates), the amount distributable to such Class of Group I-A
Certificates pursuant to Paragraphs first clause (A), second clause (A) and
third clause (A)(1) of Section 4.01(a)(i). As to any Class of Accrual
Certificates, (a) as to any Distribution Date prior to the applicable Accretion
Termination Date, the amount distributable to such Class of Accrual Certificates
pursuant to the provisos in Paragraphs first clause (A) and second clause (A) of
Section 4.01(a)(i) and Paragraph third clause (A)(1) of Section 4.01(a)(i) and
(b) as to any Distribution Date on or after the applicable Accretion Termination
Date, the amount distributable to such Class of Accrual Certificates pursuant to
Paragraphs first clause (A), second clause (A) and third clause (A)(1) of
Section 4.01(a)(i). As to any Distribution Date and the Class I-A-2
Certificates, the amount distributable to each such Class pursuant to Paragraphs
first clause (A) and second clause (A) of Section 4.01(a)(i). As to any
Distribution Date and the Class I-A-PO Component, the amount distributable to
the Class A-PO Certificates with respect to the Class I-A-PO Component pursuant
to Paragraphs third clause (A)(2) and fourth clause (A) of Section 4.01(a)(i) on
such Distribution Date.
Group I-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Group I-A Certificates with respect
to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group I-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first clause (A) of Section 4.01(a)(i), including, in the case of a
Class of Accrual Certificates prior to the applicable Accretion Termination
Date, the amount included in the Accrual Distribution Amount pursuant to clause
(i) of the definition thereof.
Group I-A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Group I-A Certificates, the percentage calculated by dividing
the Class A Unpaid Interest Shortfall for such Class by the Aggregate Group I-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group I-A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Group I-A Non-PO Principal Balance (less the
Principal Balances of the Accrual Certificates) and (ii) with respect to a Class
of Accrual Certificates, the lesser of the Principal Balance of such Class of
Accrual Certificates and the Original Principal Balance of such Class of Accrual
Certificates.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the
Principal Balance of such Class (or, in the case of a Class of Accrual
Certificates, the Original Principal Balance of such Class, if lower) by the
Group I-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group I-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group I-A Interest Accrual Amount,
(ii) the Aggregate Group I-A Unpaid Interest Shortfall and (iii) the Group I-A
Non-PO Optimal Principal Amount.
Group I-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group I Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Group I-A Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I-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 Trustee in respect of such Mortgage Loan; and
(II) the Group I-A Prepayment Percentage of the Non-PO Recovery for Loan
Group I for such Distribution Date.
Group I-A Non-PO Principal Balance: As of any date, an amount equal
to the Group I-A Principal Balance less the Principal Balance of the Class
I-A-PO Component.
Group I-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group I-A Certificates pursuant to Paragraph third clause (A)(1) of Section
4.01(a)(i).
Group I-A Percentage: As to any Distribution Date occurring on or
prior to the applicable Subordination Depletion Date, the lesser of (i) 100% and
(ii) the percentage obtained by dividing the Group I-A Non-PO Principal Balance
(determined as of the Determination Date preceding such Distribution Date) by
the Group I Pool Balance (Non-PO Portion). As to any Distribution Date occurring
subsequent to the applicable Subordination Depletion Date, 100% or such lesser
percentage which will cause the Group I-A Non-PO Principal Balance to decline to
zero following the distribution made on such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2008, 100%. As to any Distribution Date
subsequent to July 2008 to and including the Distribution Date in July 2009, the
Group I-A Percentage as of such Distribution Date plus 70% of the Group I
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to July 2009 to and including the Distribution Date in July
2010, the Group I-A Percentage as of such Distribution Date plus 60% of the
Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2010 to and including the Distribution Date
in July 2011, the Group I-A Percentage as of such Distribution Date plus 40% of
the Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2011 to and including the Distribution Date
in July 2012, the Group I-A Percentage as of such Distribution Date plus 20% of
the Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2012, the Group I-A Percentage as of such
Distribution Date. The foregoing is subject to the following: (i) if the
aggregate distribution to Holders of Group I-A Certificates on any Distribution
Date of the Group I-A Prepayment Percentage provided above of Unscheduled
Principal Receipts distributable on such Distribution Date would reduce the
Group I-A Non-PO Principal Balance below zero, the Group I-A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Group I-A Non-PO Principal Balance to zero and thereafter the Group I-A
Prepayment Percentage shall be zero and (ii) if the Group I-A Percentage as of
any Distribution Date is greater than the Original Group I-A Percentage, the
Group I-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 Group I-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Group I-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Group I-A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Group I-A Prepayment Percentage for the
Distribution Date occurring in the July preceding such Distribution Date (it
being understood that for the purposes of the determination of the Group I-A
Prepayment Percentage for the current Distribution Date, the current Group I-A
Percentage and Group I Subordinated Percentage shall be utilized). No reduction
in the Group I-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 Group I 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 Group I-B Principal Balance or (b) cumulative
Realized Losses on the Group I Mortgage Loans exceed (1) 30% of the Original
Group I Subordinated Principal Balance if such Distribution Date occurs between
and including August 2008 and July 2009 (2) 35% of the Original Group I
Subordinated Principal Balance if such Distribution Date occurs between and
including August 2009 and July 2010, (3) 40% of the Original Group I
Subordinated Principal Balance if such Distribution Date occurs between and
including August 2010 and July 2011, (4) 45% of the Original Group I
Subordinated Principal Balance if such Distribution Date occurs between and
including August 2011 and July 2012, and (5) 50% of the Original Group I
Subordinated Principal Balance if such Distribution Date occurs during or after
August 2012. With respect to any Distribution Date on which the Group I-A
Prepayment Percentage is reduced below the Group I-A Prepayment Percentage for
the prior Distribution Date, the Master Servicer shall certify to the Trustee,
based upon information provided by each Servicer as to the Mortgage Loans
serviced by it that the criteria set forth in the preceding sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class I-A-1, Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10,
Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class
I-A-16, Class I-A-R and Class I-A-LR Certificates and the Class I-A-PO
Component..
Group I-B Certificate: Any one of the Class I-B-1 Certificates,
Class I-B-2 Certificates, Class I-B-3 Certificates, Class I-B-4 Certificates,
Class I-B-5 Certificates or Class I-B-6 Certificates.
Group I-B Principal Balance: As of any date, an amount equal to the
sum of the Class I-B-1 Principal Balance, Class I-B-2 Principal Balance, Class
I-B-3 Principal Balance, Class I-B-4 Principal Balance, Class I-B-5 Principal
Balance and Class I-B-6 Principal Balance.
Group II-A Certificate: Any Class II-A-1 Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates, the amount distributable to such Class of
Group II-A Certificates pursuant to Paragraphs first clause (B), second clause
(B) and third clause (B)(1) of Section 4.01(a)(i). As to any Distribution Date
and the Class II-A-PO Component, the amount distributable to the Class A-PO
Certificates with respect to the Class II-A-PO Component pursuant to Paragraphs
third clause (B)(2) and fourth clause (B) of Section 4.01(a)(i) on such
Distribution Date.
Group II-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Group II-A Certificates
with respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group II-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group II-A Certificates, any amount by which the Interest
Accrual Amount of such Class with respect to such Distribution Date exceeds the
amount distributed in respect of such Class on such Distribution Date pursuant
to Paragraph first clause (B) of Section 4.01(a)(i).
Group II-A Interest Shortfall Percentage: As to any Distribution
Date and any Class of Group II-A Certificates, the percentage calculated by
dividing the Class A Unpaid Interest Shortfall for such Class by the Aggregate
Group II-A Unpaid Interest Shortfall, in each case determined as of the day
preceding the applicable Distribution Date.
Group II-A Loss Denominator: As to any Determination Date, an amount
equal to the Group II-A Non-PO Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Principal Balance of such Class by the Group II-A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Group II-A
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Group II-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group II-A Interest Accrual Amount,
(ii) the Aggregate Group II-A Unpaid Interest Shortfall and (iii) the Group II-A
Non-PO Optimal Principal Amount.
Group II-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group II Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Group II-A Percentage of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group II-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 Trustee in respect of such Mortgage Loan; and
(II) the Group II-A Prepayment Percentage of the Non-PO Recovery for Loan
Group II for such Distribution Date.
Group II-A Non-PO Principal Balance: As of any date, an amount equal
to the Group II-A Principal Balance less the Principal Balance of the Class
II-A-PO Component.
Group II-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group II-A Certificates pursuant to Paragraph third clause (B)(1) of Section
4.01(a)(i).
Group II-A Percentage: As to any Distribution Date occurring on or
prior to the applicable Subordination Depletion Date, the lesser of (i) 100% and
(ii) the percentage obtained by dividing the Group II-A Non-PO Principal Balance
(determined as of the Determination Date preceding such Distribution Date) by
the Group II Pool Balance (Non-PO Portion). As to any Distribution Date
occurring subsequent to the applicable Subordination Depletion Date, 100% or
such lesser percentage which will cause the Group II-A Non-PO Principal Balance
to decline to zero following the distribution made on such Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2008, 100%. As to any Distribution Date
subsequent to July 2008 to and including the Distribution Date in July 2009, the
Group II-A Percentage as of such Distribution Date plus 70% of the Group II
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to July 2009 to and including the Distribution Date in July
2010, the Group II-A Percentage as of such Distribution Date plus 60% of the
Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2010 to and including the Distribution Date
in July 2011, the Group II-A Percentage as of such Distribution Date plus 40% of
the Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2011 to and including the Distribution Date
in July 2012, the Group II-A Percentage as of such Distribution Date plus 20% of
the Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2012, the Group II-A Percentage as of such
Distribution Date. The foregoing is subject to the following: (i) if the
aggregate distribution to Holders of Group II-A Certificates on any Distribution
Date of the Group II-A Prepayment Percentage provided above of Unscheduled
Principal Receipts distributable on such Distribution Date would reduce the
Group II-A Non-PO Principal Balance below zero, the Group II-A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Group II-A Non-PO Principal Balance to zero and thereafter the Group II-A
Prepayment Percentage shall be zero and (ii) if the Group II-A Percentage as of
any Distribution Date is greater than the Original Group II-A Percentage, the
Group II-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 Group II-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Group II-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Group II-A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Group II-A Prepayment Percentage for the
Distribution Date occurring in the July preceding such Distribution Date (it
being understood that for the purposes of the determination of the Group II-A
Prepayment Percentage for the current Distribution Date, the current Group II-A
Percentage and Group II Subordinated Percentage shall be utilized). No reduction
in the Group II-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 Group II 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 Group II-B Principal Balance or (b) cumulative
Realized Losses on the Group II Mortgage Loans exceed (1) 30% of the Original
Group II Subordinated Principal Balance if such Distribution Date occurs between
and including August 2008 and July 2009 (2) 35% of the Original Group II
Subordinated Principal Balance if such Distribution Date occurs between and
including August 2009 and July 2010, (3) 40% of the Original Group II
Subordinated Principal Balance if such Distribution Date occurs between and
including August 2010 and July 2011, (4) 45% of the Original Group II
Subordinated Principal Balance if such Distribution Date occurs between and
including August 2011 and July 2012, and (5) 50% of the Original Group II
Subordinated Principal Balance if such Distribution Date occurs during or after
August 2012. With respect to any Distribution Date on which the Group II-A
Prepayment Percentage is reduced below the Group II-A Prepayment Percentage for
the prior Distribution Date, the Master Servicer shall certify to the Trustee,
based upon information provided by each Servicer as to the Mortgage Loans
serviced by it that the criteria set forth in the preceding sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class II-A-1 Certificates and the Class
II-A-PO Component.
Group II-B Certificate: Any one of the Class II-B-1 Certificates,
Class II-B-2 Certificates, Class II-B-3 Certificates, Class II-B-4 Certificates,
Class II-B-5 Certificates or Class II-B-6 Certificates.
Group II-B Principal Balance: As of any date, an amount equal to the
sum of the Class II-B-1 Principal Balance, Class II-B-2 Principal Balance, Class
II-B-3 Principal Balance, Class II-B-4 Principal Balance, Class II-B-5 Principal
Balance and Class II-B-6 Principal Balance.
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.
Insured Payment: The sum of (i) as of any Distribution Date, any
Deficiency Amount and (ii) any Preference Amount.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class I-A-2 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
sum of (A) the Group I-A Interest Percentage or Group II-A Interest Percentage,
as applicable, of such Class of the interest portion of any Realized Losses
allocated to the Group I-A Certificates or to the Group II-A Certificates, as
applicable, on or after the applicable Subordination Depletion Date pursuant to
Section 4.02(c) and (B) the Group I-A Interest Percentage or Group II-A Interest
Percentage, as applicable, of such Class of any Non-Supported Interest Shortfall
or Relief Act Shortfall allocated to the Class A Certificates of such Group with
respect to such Distribution Date. As to any Distribution Date and the Class
I-A-2 Certificates, the Class I-A-2 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 of
a Group, 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 any Non-Supported Interest Shortfall or
Relief Act Shortfall allocated to the Class B Certificates of such Group with
respect to such Distribution Date.
Letter of Credit: As defined in the WFHM Servicing Agreement.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group: Either of Loan Group I or Loan Group II.
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 11.21.
MERS: The Mortgage Electronic Registration Systems, Inc.
MERS Mortgage Loan: Any MOM Mortgage Loan or any other Mortgage Loan
as to which MERS is (or is intended to be) the mortgagee of record and as to
which a MIN has been assigned.
MIN: A MERS Mortgage Identification Number assigned to a Mortgage
Loan in accordance with the MERS Procedure Manual.
MOM: A Mortgage Loan where the related Mortgage names MERS as the
original mortgagee thereof, as to which a MIN has been assigned, and which
Mortgage has not been assigned to any other person.
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 July 30, 2003 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 Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1A, F-1B, F-2, F-3A and F-3B which list may be amended
following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Section 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 Rate, 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 and 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 11.20
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.21 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 Group I or Group II 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 5.250% or 4.750%, respectively.
Non-PO Recovery: As to any Distribution Date and each Loan Group,
the amount of all Recoveries for Group I Mortgage Loans or Group II Mortgage
Loans, as applicable, 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 Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: For a Loan Group, with respect to
any Distribution Date, the sum of (i) the excess, if any, of the aggregate
Prepayment Interest Shortfall on the Mortgage Loans of such Loan Group over the
aggregate Compensating Interest with respect to the related Group for such
Distribution Date and (ii) Curtailment Interest Shortfalls with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the applicable Subordination Depletion Date, the Non-Supported Interest
Shortfall for a Loan Group determined pursuant to the preceding sentence will be
increased by the amount of any applicable Subordination Depletion Date Interest
Shortfall for the related Group for such Distribution Date. Any Non-Supported
Interest Shortfall for a Loan Group will be allocated to (a) the Group I-A
Certificates and Group II-A Certificates according to the percentage obtained by
dividing the Group I-A Non-PO Principal Balance or Group II-A Non-PO Principal
Balance, as applicable, by the Group I Aggregate Non-PO Principal Balance or
Group II Aggregate Non-PO Principal Balance, as applicable, and (b) the Group
I-B Certificates and Group II-B Certificates according to the percentage
obtained by dividing the Group I-B Principal Balance or Group II-B Principal
Balance, as applicable, by the Group I Aggregate Non-PO Principal Balance or
Group II Aggregate Non-PO Principal Balance, as applicable.
Non-U.S. Person: As defined in Section 4.01(g).
Notional Amount: As to any Distribution Date, an amount equal to
19.0476190476% of the Principal Balance of the Class I-A-1 Certificates.
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.
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; 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 of a Group 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
or Component of the related Group would be subject to further reduction as a
result of the third or seventh sentences of the definition of Principal Balance
or (b) the Principal Balance of a Class of Class B Certificates of such Group
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 I-B-1 Principal Balance, Class I-B-2 Principal Balance,
Class I-B-3 Principal Balance, Class I-B-4 Principal Balance, Class I-B-5
Principal Balance Class I-B-6 Principal Balance, Class II-B-1 Principal Balance,
Class II-B-2 Principal Balance, Class II-B-3 Principal Balance, Class II-B-4
Principal Balance, Class II-B-5 Principal Balance or Class II-B-6 Principal
Balance.
Original Aggregate Non-PO Principal Balance: Either of the Group I
Aggregate Non-PO Principal Balance or Group II Aggregate Non-PO Principal
Balance as of the Cut-Off Date, as set forth in Sections 11.06(a) and 11.06(b),
respectfully.
Original Class I-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class I-B-2 Principal Balance, the Original Class I-B-3 Principal Balance, the
Original Class I-B-4 Principal Balance, the Original Class I-B-5 Principal
Balance and the Original Class I-B-6 Principal Balance by the Original Aggregate
Non-PO Principal Balance for Group I. The Original Class I-B-1 Fractional
Interest is specified in Section 11.11.
Original Class I-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class I-B-3 Principal Balance, the Original Class I-B-4 Principal Balance, the
Original Class I-B-5 Principal Balance and the Original Class I-B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance for Group I. The
Original Class I-B-2 Fractional Interest is specified in Section 11.12.
Original Class I-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class I-B-4 Principal Balance, the Original Class I-B-5 Principal Balance and
the Original Class I-B-6 Principal Balance by the Original Aggregate Non-PO
Principal Balance for Group I. The Original Class I-B-3 Fractional Interest is
specified in Section 11.13.
Original Class I-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class I-B-5 Principal Balance and the Original Class I-B-6 Principal Balance by
the Original Aggregate Non-PO Principal Balance for Group I. The Original Class
I-B-4 Fractional Interest is specified in Section 11.14.
Original Class I-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original Class I-B-6
Principal Balance by the Original Aggregate Non-PO Principal Balance for Group
I. The Original Class I-B-5 Fractional Interest is specified in Section 11.15.
Original Class I-B-1 Principal Balance: The Class I-B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class I-B-2 Principal Balance: The Class I-B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class I-B-3 Principal Balance: The Class I-B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class I-B-4 Principal Balance: The Class I-B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class I-B-5 Principal Balance: The Class I-B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class I-B-6 Principal Balance: The Class I-B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class II-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class II-B-2 Principal Balance, the Original Class II-B-3 Principal Balance, the
Original Class II-B-4 Principal Balance, the Original Class II-B-5 Principal
Balance and the Original Class II-B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance for Group II. The Original Class II-B-1
Fractional Interest is specified in Section 11.11.
Original Class II-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class II-B-3 Principal Balance, the Original Class II-B-4 Principal Balance, the
Original Class II-B-5 Principal Balance and the Original Class II-B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance for Group II. The
Original Class II-B-2 Fractional Interest is specified in Section 11.12.
Original Class II-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class II-B-4 Principal Balance, the Original Class II-B-5 Principal Balance and
the Original Class II-B-6 Principal Balance by the Original Aggregate Non-PO
Principal Balance for Group II. The Original Class II-B-3 Fractional Interest is
specified in Section 11.13.
Original Class II-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class II-B-5 Principal Balance and the Original Class II-B-6 Principal Balance
by the Original Aggregate Non-PO Principal Balance for Group II. The Original
Class II-B-4 Fractional Interest is specified in Section 11.14.
Original Class II-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original Class II-B-6
Principal Balance by the Original Aggregate Non-PO Principal Balance for Group
II. The Original Class II-B-5 Fractional Interest is specified in Section 11.15.
Original Class II-B-1 Principal Balance: The Class II-B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class II-B-2 Principal Balance: The Class II-B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class II-B-3 Principal Balance: The Class II-B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class II-B-4 Principal Balance: The Class II-B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class II-B-5 Principal Balance: The Class II-B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Class II-B-6 Principal Balance: The Class II-B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.10.
Original Group I Subordinated Principal Balance: The aggregate of
the Principal Balances of the Group I-B Certificates as of the Cut-Off Date, as
set forth in Section 11.08.
Original Group I-A Percentage: The Group I-A Percentage as of the
Cut-Off Date, as set forth in Section 11.03.
Original Group II Subordinated Principal Balance: The aggregate of
the Principal Balances of the Group II-B Certificates as of the Cut-Off Date, as
set forth in Section 11.09.
Original Group II-A Percentage: The Group II-A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Notional Amount: The Original Notional Amount, as set forth
in Section 11.05(a).
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; any of the
Original Principal Balances of the Components as set forth in Section 11.05; the
Original Class I-B-1 Principal Balance, Original Class I-B-2 Principal Balance,
Original Class I-B-3 Principal Balance, Original Class I-B-4 Principal Balance,
Original Class I-B-5 Principal Balance, Original Class I-B-6 Principal Balance,
Original Class II-B-1 Principal Balance, Original Class II-B-2 Principal
Balance, Original Class II-B-3 Principal Balance, Original Class II-B-4
Principal Balance, Original Class II-B-5 Principal Balance or Original Class
II-B-6 Principal Balance as set forth in Section 11.10.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any of the Group I Mortgage Loans
identified in Exhibit F-3A hereto and any of the Group II Mortgage Loans
identified in Exhibit F-3B hereto, as such Exhibits may be amended from time to
time in connection with a substitution pursuant to Section 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 Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Custodian for
each Mortgage Loan that contains the documents specified in Section 2.01 and any
additional documents required to be added to the Owner Mortgage Loan File
pursuant to this Agreement.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the Unscheduled Principal Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, 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. 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 I-A-2 Certificates) 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 A Certificates. With respect
to the Class I-A-2 Certificate, the undivided percentage interest obtained by
dividing the original notional amount evidenced by such Certificate by the
Original 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 Trustee 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
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the 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
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee 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).
Pledge Holder: As defined in the WFHM Servicing Agreement.
Pledged Asset Mortgage Loans: The Mortgage Loans listed on Exhibit P
for which Letters of Credit have been issued.
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.
PO Recoveries: Either of the Class I-A-PO Recoveries or the Class
II-A-PO Recoveries.
Pool Balance (Non-PO Portion): Either of the Group I Pool Balance
(Non-PO Portion) or Group II Pool Balance (Non-PO Portion).
Pool Scheduled Principal Balance: Either of the Group I Pool
Scheduled Principal Balance or Group II Pool Scheduled Principal Balance.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Prepayment
Shift
Distribution Date Occurring In Percentage
------------------------------ ----------
August 2003 through July 2008 .... 0%
August 2008 through July 2009 .... 30%
August 2009 through July 2010 .... 40%
August 2010 through July 2011 .... 60%
August 2011 through July 2012 .... 80%
August 2012 and thereafter ....... 100%
Principal Adjustment: In the event that the Class I-B-1 Optimal
Principal Amount, Class I-B-2 Optimal Principal Amount, Class I-B-3 Optimal
Principal Amount, Class I-B-4 Optimal Principal Amount, Class I-B-5 Optimal
Principal Amount, Class I-B-6 Optimal Principal Amount, Class II-B-1 Optimal
Principal Amount, Class II-B-2 Optimal Principal Amount, Class II-B-3 Optimal
Principal Amount, Class II-B-4 Optimal Principal Amount, Class II-B-5 Optimal
Principal Amount or Class II-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 of a Group (other than the Class I-A-2
Certificates), the Original Principal Balance of such Class. As of any
subsequent Determination Date prior to the applicable Subordination Depletion
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 a Class of Accrual Certificates by the Accrual Distribution Amounts for
such Class with respect to prior Distribution Dates) less the sum of all amounts
previously distributed in respect of such Class on prior Distribution Dates (i)
pursuant to Paragraph third clauses (A)(1) and (B)(1) of Section 4.01(a)(i), as
applicable, (ii) pursuant to clause (iii) of Section 4.01(b), (iii) as a result
of a Principal Adjustment and (iv), if applicable, from the Accrual Distribution
Amounts for such prior Distribution Dates. After the applicable Subordination
Depletion Date, each such Principal Balance 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 Group
I-A Loss Percentage or Group II-A Loss Percentage, as applicable, of such Class
and the difference, if any, between (i) the Group I Non-PO Principal Balance or
Group II Non-PO Principal Balance, as applicable, as of such Determination Date
without regard to this sentence and (ii) the difference between (A) the Group I
Adjusted Pool Amount or Group II Adjusted Pool Amount, as applicable, for the
preceding Distribution Date and (B) the Group I Adjusted Pool Amount (PO
Portion) or Group II Adjusted Pool Amount (PO Portion), as applicable, for the
preceding Distribution Date; provided, however, that the amount of any such
reduction for the Class I-A-11 Certificates will be decreased by the Class
I-A-16 Loss Allocation Amount and the amount of any such reduction for the Class
I-A-14 Certificates will be decreased by the Class I-A-15 Loss Allocation
Amount. After the applicable Subordination Depletion Date, the Principal Balance
for the Class I-A-16 Certificates will additionally be reduced by the Class
I-A-16 Loss Allocation Amount and the Principal Balance for the Class I-A-15
Certificates will additionally be reduced by the Class I-A-15 Loss Allocation
Amount. In addition, any increase allocated to the Class I-A-11 Certificates
pursuant to the third sentence above will instead increase the Principal
Balances of the Class I-A-16 Certificates and any increase allocated to the
Class I-A-14 Certificates pursuant to the third sentence above will instead
increase the Principal Balances of the Class I-A-15 Certificates.
The Class I-A-2 Certificates are interest only Certificates and have
no Principal Balance.
As of any subsequent Determination Date prior to the applicable
Subordination Depletion Date and as to the Class I-A-PO and Class II-A-PO
Components, the Original Principal Balance of such Component less the sum of all
amounts previously distributed in respect of the Class A-PO Certificates with
respect to such Component on prior Distribution Dates pursuant to Paragraphs
third clauses (A)(2) and (B)(2), as applicable, and fourth clause (A) and (B),
as applicable, of Section 4.01(a)(i). After the applicable Subordination
Depletion Date, the Group I Adjusted Pool Amount (PO Portion) or Group II
Adjusted Pool Amount (PO Portion), as applicable, for the preceding Distribution
Date.
The Principal Balance of the Class A-PO Certificates will equal the
sum of the Principal Balances of the Components.
As to the Class B Certificates, the Class I-B-1 Principal Balance,
Class I-B-2 Principal Balance, Class I-B-3 Principal Balance, Class I-B-4
Principal Balance, Class I-B-5 Principal Balance, Class I-B-6 Principal Balance,
the Class II-B-1 Principal Balance, Class II-B-2 Principal Balance, Class II-B-3
Principal Balance, Class II-B-4 Principal Balance, Class II-B-5 Principal
Balance or Class II-B-6 Principal Balance, respectively.
Notwithstanding the foregoing, no Principal Balance of a Class or
Component will be increased on any Determination Date such that the Principal
Balance of such Class or Component 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 or Component on prior Distribution Dates pursuant to Paragraph third
clauses (A)(1) or (B)(1) of Section 4.01(a)(i), Paragraph third clauses (A)(2)
or (B)(2) 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.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date, the least of (i) the sum
of the Principal Balances of the Class I-A-14 and Class I-A-15 Certificates,
(ii) the sum of (A) the product of (1) the Priority Percentage, (2) the Shift
Percentage and (3) the Group I Scheduled Principal Amount and (B) the product of
(1) the Priority Percentage, (2) the Prepayment Shift Percentage and (3) the
Group I Unscheduled Principal Amount and (iii) 98.60% of the Class A Non-PO
Principal Distribution Amount available to pay priority second (B) for the Group
I-A Certificates pursuant to Section 4.01(b)(i).
Priority Percentage: The sum of the Principal Balances of the Class
I-A-14 and Class I-A-15 Certificates divided by the Group I Aggregate Non-PO
Principal Balance.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated May 22, 2003 as supplemented by the
prospectus supplement dated July 29, 2003, relating to the Class A, Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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 S&P and
Fitch. The Rating Agency for the Class I-B-1, Class I-B-2, Class I-B-3, Class
I-B-4, Class I-B-5, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and
Class II-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 Trustee and the Master Servicer. References
herein to the highest short-term rating category of a Rating Agency shall mean
A-1 in the case of S&P, F-1+ in the case of Fitch and in the case of any other
Rating Agency shall mean its equivalent of such ratings. References herein to
the highest long-term rating categories of a Rating Agency shall mean AAA in the
case of S&P and Fitch, and in the case of any other Rating Agency shall mean its
equivalent of such ratings without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on Liquidated Loans for which the Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts with respect to such
Distribution Date and (ii) Bankruptcy Losses incurred during the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the month
of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Reimbursement Amount: As defined in Section 2.03(c).
Relief Act Shortfall: Any interest shortfalls arising as a result of
the reduction in the amount of monthly interest payments on any Mortgage Loans
as a result of the application of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended, or comparable state legislation. Any Relief Act Shortfall will
be allocated to (a) the Group I-A Certificates and Group II-A Certificates
according to the percentage obtained by dividing the Group I-A Non-PO Principal
Balance or Group II-A Non-PO Principal Balance, as applicable, by the Group I
Aggregate Non-PO Principal Balance or Group II Aggregate Non-PO Principal
Balance, as applicable, and (b) the Group I-B Certificates and Group II-B
Certificates according to the percentage obtained by dividing the Group I-B
Principal Balance or Group II-B Principal Balance, as applicable, by the Group I
Aggregate Non-PO Principal Balance or Group II Aggregate Non-PO Principal
Balance, as applicable.
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, 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 customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Xxxxx Fargo Asset Securities Corporation, or its successor
in interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of WFHM, Hibernia National Bank, Colonial Savings,
F.A., Bank of Oklahoma, N.A., Countrywide Home Loans, Inc., CUNA Mutual Mortgage
Corporation, Mid America Bank FSB, CitiMortgage, Inc., National City Mortgage
Co., SunTrust Mortgage, Inc., Wachovia Mortgage Corporation, ABN AMRO Mortgage
Group, Inc., HSBC Mortgage Corporation (USA), Homeside Lending, Inc., RBMG,
Inc., Central National Bank, Xxxxxx Savings and Loan Association, F.A., FT
Mortgage Companies, Cendant Mortgage Corp., First Bank National Association and
Washington Mutual Bank, F.A. 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 11.20.
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
------------------------------ ----------
August 2003 through July 2008 .... 0%
August 2008 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 11.19.
S&P: Standard and Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
Startup Day: As defined in Section 2.05.
Subordination Depletion Date: With respect to each Group, the
Distribution Date preceding the first Distribution Date on which each of the
Group I-A Percentage and Group II-A Percentage, as applicable, (in each case,
determined pursuant to clause (ii) of the definition thereof) equals or exceeds
100%.
Subordination Depletion Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the applicable Subordination Depletion
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.
Subsidy Account: If the Trust Estate contains any Subsidy Loans, the
deposit account or accounts created and maintained by the Servicer for deposit
of Subsidy Funds and amounts payable under interest subsidy agreements relating
to mortgage loans other than the Mortgage Loans.
Subsidy Funds: If the Trust Estate contains any Subsidy Loans, funds
contributed by the employer of a Mortgagor in order to reduce the payments
required from the Mortgagor for a specified period in specified amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. 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 Section 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 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 Trustee to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement, property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure and all other property and rights described in the first paragraph
of Section 2.01.
Trustee: Wachovia Bank, National Association, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trustee appointed as herein provided.
Type 1 Mortgage Loan: Any of the Group I Mortgage Loans identified
in Exhibit F-1A hereto and any of the Group II Mortgage Loans identified in
Exhibit F-1B hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Mid-Month Receipt Period with respect
to all types of Unscheduled Principal Receipts.
Type 2 Mortgage Loan: Any of the Group I Mortgage Loans identified
in Exhibit F-2 hereto hereto, as such Exhibit may be amended from time to time
in connection with a substitution pursuant to Section 2.02 or 2.06, serviced
under the WFHM Servicing Agreement and having a Prior Month Receipt Period with
respect to all types of Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class I-A-L1
Interest, the Class I-A-L3 Interest, the Class II-A-L1 Interest, the Class
I-A-LPO Interest, Class II-A-LPO Interest, the Class I-A-LUR Interest, the Class
I-B-L1 Interest, the Class I-B-L2 Interest, the Class I-B-L3 Interest, the Class
I-B-L4 Interest, the Class I-B-L5 Interest, the Class I-B-L6 Interest, the Class
II-B-L1 Interest, the Class II-B-L2 Interest, the Class II-B-L3 Interest, the
Class II-B-L4 Interest, the Class II-B-L5 Interest and the Class II-B-L6
Interest.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class I-B-1 Unpaid Interest Shortfall, the Class I-B-2 Unpaid
Interest Shortfall, the Class I-B-3 Unpaid Interest Shortfall, the Class I-B-4
Unpaid Interest Shortfall, the Class I-B-5 Unpaid Interest Shortfall, the Class
I-B-6 Unpaid Interest Shortfall, Class II-B-1 Unpaid Interest Shortfall, the
Class II-B-2 Unpaid Interest Shortfall, the Class II-B-3 Unpaid Interest
Shortfall, the Class II-B-4 Unpaid Interest Shortfall, the Class II-B-5 Unpaid
Interest Shortfall and the Class II-B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class I-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 I-A-2 Certificates
will 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 Group I-A
Principal Balance, the Group II-A Principal Balance, the Group I-B Principal
Balance and the Group II-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.
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 Mortgage Loans initially by WFHM.
Section 1.02 Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, 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
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
Section 1.03 Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
and principal received by the Seller on or with respect to the Mortgage Loans
after the Cut-Off Date (and including scheduled payments of principal and
interest due after the Cut-Off Date but received by the Seller on or before the
Cut-Off Date and Unscheduled Principal Receipts received or applied on the
Cut-Off Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the Servicing Agreements with respect to
the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf
of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, (e) all
of the Seller's right, title and interest in and to the proceeds of the Letters
of Credit, (f) the Assigned Letters of Credit and (g) 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 Custodian, on
or before the Closing Date the following documents or instruments with respect
to each Mortgage Loan.
(i) The original Mortgage Note, endorsed in blank, with all prior
and intervening endorsements as may be necessary to show a complete chain of
endorsements. With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost or destroyed and has not been replaced,
a Lost Note Affidavit with a copy of the Mortgage Note;
(ii) The original recorded Mortgage with evidence of recordation
noted thereon or attached thereto, together with any addenda or riders thereto,
or a copy of such recorded Mortgage with such evidence of recordation certified
to be true and correct by the appropriate governmental recording office; or a
copy of such recorded Mortgage with such evidence of recordation, or if the
original Mortgage has been submitted for recordation but has not been returned
from the applicable public recording office, a copy of the Mortgage certified by
an officer of WFHM or the applicable WFHM Correspondent to be a true and correct
copy of the original Mortgage submitted for recordation;
(iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan,
the original assignment showing MERS as the assignee of the Mortgage, with
evidence of recording thereon or copies thereof certified by an officer of WFHM
or the applicable WFHM Correspondent to have been submitted for recordation;
(iv) A recorded original assignment of the related Mortgage from
WFHM assigning the related Mortgage to the Trustee (which may be assigned in
blank), certified by the recording office, or, if such assignment is in the
process of being recorded, a copy of the related Mortgage transmitted for
recordation certified by an officer of WFHM or applicable WFHM Correspondent to
be a true and correct copy of such assignment submitted for recordation;
provided, however, if recordation is not required as described below, an
assignment in recordable form (which may be assigned in blank) with respect to
the related Mortgage;
(v) Each original recorded intervening assignment of the Mortgage as
may be necessary to show a complete chain of title from the Mortgage Loan
originator to WFHM, with evidence of recordation noted thereon or attached
thereto, or a copy of such assignment with such evidence of recordation to be
true and correct by the appropriate governmental recording office, or, if any
such assignment has been submitted for recordation but has not been returned
from the applicable public recording office or is not otherwise available, a
copy of such assignment certified by an officer of WFHM or the applicable WFHM
Correspondent to be a true and correct copy of the recorded assignment submitted
for recordation;
(vi) The original policy of the title insurance or certificate of
title insurance or a written commitment to issue such a title insurance policy
or certificate of title insurance, or a copy of such title insurance certified
as true and correct by the applicable insurer or any attorney's certificate of
title with an Officer's Certificate of WFHM or the applicable WFHM Correspondent
that such attorney's certificate of title is customarily used in lieu of a title
insurance policy in the jurisdiction in which the related mortgage property is
located;
(vii) The original of each assumption agreement, modification,
written assurance or substitution agreement pertaining to such Mortgage Loan, if
any, or, if such document is in the process of being recorded, a copy of such
document, certified by an officer of WFHM or the applicable WFHM Correspondent
of such Mortgage Loan or by the applicable title insurance company, closing
agent, settlement agent, escrow agent or closing attorney to be a true and
correct copy of such document transmitted for recordation, if any;
(viii) For each Mortgage Loan secured by Co-op Shares, the originals
of the following documents or instruments:
(a) The loan security agreement;
(b) The stock certificate;
(c) The stock power, executed in blank;
(d) The executed proprietary lease;
(e) The executed recognition agreement;
(f) The executed assignment of recognition agreement;
(g) The executed UCC-1 financing statement with evidence of
recording thereon; and
(h) The executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken chain from the mortgagee to the Trustee
with evidence of recording thereon (or in a form suitable for
recordation); and
(ix) For each Letter of Credit (other than an Assigned Letter of
Credit), such Letter of Credit executed by the Pledge Holder and for each
Assigned Letter of Credit, the original advice of such Letter of Credit endorsed
by the Pledge Holder and WFHM's notice of transfer (Exhibit A to the Letter of
Credit) of beneficiary of such Letter of Credit to the Trustee.
If any Mortgage or an assignment of a Mortgage to the Trustee or any
prior assignment is in the process of being recorded on the Closing Date, the
Seller shall use its best efforts to cause each such original recorded document
or certified copy thereof to be delivered to the Custodian promptly following
its recordation, but in no event later than one (1) year following the Closing
Date. If any Mortgage has been recorded in the name of MERS or its designee, no
assignment of Mortgage in favor of the Trustee will be required to be prepared
or delivered and instead, the Master Servicer shall 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 Custodian any other original mortgage
loan document 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 Custodian 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 Custodian on the
Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
deliver or cause to be delivered to the Custodian the assignment of the Mortgage
Loan to the Trustee in a form suitable for recordation, if (i) with respect to a
particular state the Trustee has received an Opinion of Counsel acceptable to it
that such recording is not required to make the assignment effective against the
parties to the Mortgage or subsequent purchasers or encumbrances of the
Mortgaged Property or (ii) the Seller has been advised by each Rating Agency
that non-recordation in a state will not result in a reduction of the rating
assigned by that Rating Agency at the time of initial issuance of the
Certificates. In the event that the Custodian receives notice that recording is
required to protect the right, title and interest of the Trustee in and to any
such Mortgage Loan for which recordation of an assignment has not previously
been required, the Custodian shall promptly notify the Trustee and the Custodian
shall within five Business Days (or such other reasonable period of time
mutually agreed upon by the Custodian and the Trustee) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
Except where endorsements in blank are authorized, endorsements of
any Mortgage Notes shall comply with the following format:
WITHOUT RECOURSE
PAY TO THE ORDER OF:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE under the pooling and servicing
agreement dated as of [date].
and its successors and assigns,
Xxxxx Fargo Home Mortgage, Inc.
[Signature of Officer]
[Officer's Name and Title]
Except where assignments in blank are authorized or in the case of
any Mortgage registered in the name of MERS, assignments of any Mortgage shall
comply with the following:
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE
and its successors and assigns
Section 2.02 Acceptance by Custodian.
Subject to the provisions of the following paragraph, pursuant to
the Custodial Agreement, the Custodian, on behalf of the Trustee, will declare
that it holds and will hold the documents delivered to it pursuant to Section
2.01 above 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. Upon execution of
this Agreement, the Custodian will deliver to the Seller and the Trustee an
initial certification in the form of Exhibit N hereto, to the effect that,
except as may be specified in a list of exceptions attached thereto, it has
received the original Mortgage Notes relating to each Mortgage Loan on the
Mortgage Loan Schedule.
The Custodian will review each Owner Mortgage Loan File within 45
days after execution of this Agreement. The Custodian will deliver no later than
30 days after completion of such review to the Seller and the Trustee a final
certification in the form of Exhibit O hereto to the effect that, except as may
be specified in a list of exceptions attached thereto, all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule based on a comparison of the Mortgage Loan
identifying number, Mortgagor name and street address, and in so doing the
Custodian may rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon.
If within such 45 day period the Custodian 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 Custodian shall promptly
(and in no event more than 30 days after completion of the review) notify the
Trustee and the Trustee shall notify the Seller. The Seller 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
Trustee'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 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 Net 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 Custodian 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 Trustee with respect to such Mortgage Loan, shall be
deposited in the Certificate Account. The Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month of substitution shall not be part of
the Trust Estate. Upon receipt by the Custodian of a Request for Release signed
by an officer of the Seller, the Custodian shall release to the Seller the
related Owner Mortgage Loan File. The Trustee shall execute and deliver such
instrument of transfer or assignment (or, in the case of a Mortgage Loan
registered in the name of MERS or its designee, the Master Servicer shall 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 or the Trustee on behalf of the Certificateholders. The
failure of the Custodian to give the final certification or the Trustee to give
any notice within the required time periods shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to 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 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 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 Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the 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 Trustee 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 Trustee 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 Trustee 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) Each Mortgage Loan at the time it was originated complied in
all material respects with applicable federal, state and local laws
including, without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity,
predatory and abusive lending laws and disclosure laws;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Xxxxxx Mae or Xxxxxxx Mac,
issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the 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 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 Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Xxxxxx Xxx or Xxxxxxx Mac
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated;
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice;
(xxvii) No Mortgage Loan is a "high cost" loan as defined under any
federal, state or local law applicable to such Mortgage Loan at the time
of its origination; and
(xxviii) No Mortgage Loan is serviced by the Trustee or an affiliate
of the Trustee.
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 Custodian and shall inure to the benefit of the
Trustee notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $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. In addition to the foregoing, if a breach of
the representation set forth in clause (b)(xiii) of this Section 2.03 occurs as
a result of a violation of an applicable predatory or abusive lending law, the
Seller shall reimburse the Trust for all costs and damages including, but not
limited to, reasonable attorneys' fees and costs, incurred by the Trust as a
result of the violation of such law (such amount, the "Reimbursement Amount").
The purchase price of any repurchase described in this paragraph, the
Substitution Principal Amount, if any, plus accrued interest thereon and the
other amounts referred to in Section 2.02, and any Reimbursement Amount shall be
deposited in the Certificate Account. It is understood and agreed, except with
respect to the second preceding sentence, that the obligation of the 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 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 Trustee acknowledges (i) the assignment to it of the Mortgage
Loans and (ii) the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders. The Trustee acknowledges the delivery of the Owner Mortgage
Loan Files to it, and, concurrently with such delivery has executed and
delivered to or upon the order of the Seller, in exchange for the Mortgage Loans
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.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-PO, Class I-A-R and Class I-A-LR Certificates), the
Classes of Class B Certificates and two components of the Class A-PO
Certificates as classes of "regular interests" and the Class I-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 I-A-L1 Interest, Class I-A-L3 Interest,
Class II-A-L1 Interest, Class I-A-LPO Interest, Class II-A-LPO Interest, Class
I-A-LUR Interest, Class I-B-L1 Interest, Class I-B-L2 Interest, Class I-B-L3
Interest, Class I-B-L4 Interest, Class I-B-L5 Interest, Class I-B-L6 Interest,
Class II-B-L1 Interest, Class II-B-L2 Interest, Class II-B-L3 Interest, Class
II-B-L4 Interest, Class II-B-L5 Interest and Class II-B-L6 Interest as classes
of "regular interests" and the Class I-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 the Lower-Tier REMIC is August
25, 2033 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 Group I or Group II 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 separate
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 amounts received from draws on
any of Letters of Credit 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 Trustee, 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 Section 2.02, 2.03 or 3.08 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, without any right of reimbursement therefor
from the Trust Estate.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02 Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Section 2.02,
2.03, 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 Trustee
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 Trustee
(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 8.13(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02, 2.03 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 Trustee.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the 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 Trustee shall, to the extent required by Section 8.14, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of 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
Trustee 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 Trustee or Master Servicer shall be deposited in the
Certificate Account on the related Distribution Date. Notwithstanding the
foregoing, neither the Master Servicer nor the Trustee will be obligated to make
a Periodic Advance that it reasonably believes to be a Nonrecoverable Advance.
The Trustee may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer 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 Trustee that such failure has occurred.
Upon receipt of such certification, the Trustee shall advance such funds and
take such steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan
Files.
In connection with the deposit by a Servicer into the Certificate
Account of the proceeds from a Liquidated Loan or of a Prepayment in Full, the
Master Servicer or applicable Servicer shall confirm to the Trustee that all
amounts required to be remitted to the Certificate Account in connection with
such Mortgage Loan have been so deposited, and the Master Servicer or applicable
Servicer shall deliver two copies of such Request for Release to the Custodian.
The Custodian shall, within five Business Days of its receipt of such a Request
for Release, release the related Owner Mortgage Loan File to the Master Servicer
or such Servicer, as requested by the Master Servicer or such Servicer. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer or Custodian two copies of a Request for Release in hard
copy or in electronic format acceptable to the Custodian. Upon the Master
Servicer's receipt of any such Request for Release, the Master Servicer shall
promptly forward such request in hard copy or in electronic format acceptable to
the Custodian to the Custodian. The Custodian shall, within five Business Days,
release the related Owner Mortgage Loan File to the Master Servicer or such
Servicer. Any such Request for Release shall obligate the Master Servicer or
such Servicer, as the case may be, to return the Owner Mortgage Loan File to the
Custodian 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. Upon receipt of two
copies of a Request for Release stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Custodian shall amend its records.
Upon written certification of the Master Servicer or the Servicer
pursuant to clause (ii) of the preceding paragraph, the Trustee shall execute
and deliver to the Master Servicer or such Servicer, as directed by the Master
Servicer, court pleadings, requests for trustee's sale or other documents
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. Each such certification shall
include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure proceeding or trustee's sale.
Section 3.05 Reports to the Trustee; Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee 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 Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee. Not later than 15 days after each Distribution
Date, the Master Servicer shall deliver to the Trustee a report identifying (i)
all requests made by Servicers for the release of documents by the Custodian
during the immediately preceding calendar month and (ii) all documents released
by the Custodian during the immediately preceding calendar month.
(b) The Master Servicer shall deliver to the Trustee 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 Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
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 REO Mortgage Loan, the Custodian shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Custodian shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), 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 such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity 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 of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) 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 that
(including the obligation to maintain an Errors and Omissions Policy and
Fidelity Bond) 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 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 Master Servicer, such modification shall
be construed as a substitution of the modified Mortgage Loan for the Mortgage
Loan originally deposited in the Trust Estate if it would be a "significant
modification" within the meaning of Section 1.860G-2(b) of the regulations of
the U.S. Department of the Treasury. No modification shall be approved unless
(i) the modified Mortgage Loan would qualify as a Substitute Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs more than
three months after the Closing Date and is not the result of a default or a
reasonably foreseeable default under the Mortgage Loan, there is delivered to
the Trustee an Opinion of Counsel (at the expense of the party seeking to modify
the Mortgage Loan) to the effect that such modification would not be treated as
giving rise to a new debt instrument for federal income tax purposes as
described in the preceding sentence; provided however that no such Opinion of
Counsel need be delivered if the sole purpose of the modification is to reduce
the Monthly Payment on a Mortgage Loan as a result of a Curtailment such that
the Mortgage Loan is fully amortized by its original maturity date.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to 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 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 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 have a limited option to repurchase any defaulted
Mortgage Loan or REO Mortgage Loan during the following time periods: (i)
beginning on the first day of the second month following the month in which the
Master Servicer has reported that a Servicer has initiated foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with such repurchase
option expiring on the last day of such second following month; (ii) beginning
on the first day of the second month following the month in which the Master
Servicer has reported that such defaulted Mortgage Loan has become an REO
Mortgage Loan, with such repurchase option expiring on the last day of such
second following month; and (iii) beginning on the day on which a Servicer
accepts a contractual commitment by a third party to purchase the Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage Loan, with such
repurchase option expiring on the earlier of the last day of the month in which
such contractual commitment was accepted by the Servicer or the day immediately
prior to the day on which the closing occurs with respect to such third party
purchase of the Mortgaged Property related to the defaulted Mortgage Loan or REO
Mortgage Loan. The Seller shall be entitled to repurchase at its option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b) of the
Mortgage Loan Purchase Agreement, 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 Mortgage
Loan repurchased pursuant to this paragraph 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 Trustee the certification required by
Section 3.04 and the Trustee 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 Custodian shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Custodian shall have no further responsibility with regard to such Owner
Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee, the
Custodian, the Master Servicer nor any Servicer, acting on behalf of the
Trustee, shall provide financing from the Trust Estate to any purchaser of a
Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC 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.
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 Trustee
is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee
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 Trustee shall terminate the WFHM Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. 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 Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class
II-B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.
The Master Servicer shall file directly with the Securities and Exchange
Commission the certification required under the Xxxxxxxx-Xxxxx Act of 2002,
which shall be signed by a senior officer in charge of the master servicing
function of the Master Servicer.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.
(a) (i) On each Distribution Date, the Group I Pool Distribution
Amount and the Group II Pool Distribution Amount will be applied in the
following amounts to Group I and Group II, respectively, to the extent the Group
I Pool Distribution Amount and the Group II Pool Distribution Amount are
sufficient therefor, in the manner and in the order of priority as follows,
subject to adjustment in accordance with Section 4.01(b)(iii) below:
first, (A) to the Classes of Group I-A Certificates, pro rata, based
upon their respective Interest Accrual Amounts, in an aggregate amount up to the
Group I-A Interest Accrual Amount with respect to such Distribution Date;
provided that prior to the applicable Accretion Termination Date, an amount
equal to the amount that would otherwise be distributable in respect of interest
to a Class of Accrual Certificates pursuant to this provision will instead be
distributed in reduction of the Principal Balances of certain Classes of Group
I-A Certificates, in accordance with Section 4.01(b); or (B) to the Classes of
Group II-A Certificates, pro rata, based upon their respective Interest Accrual
Amounts, in an aggregate amount up to the Group II-A Interest Accrual Amount
with respect to such Distribution Date;
second, (A) to the Classes of Group I-A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the Aggregate Group I-A Unpaid Interest Shortfall; provided that
prior to the applicable Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of unpaid interest
shortfalls to a Class of Accrual Certificates pursuant to this provision will
instead be distributed in reduction of the Principal Balances of certain Classes
of Group I-A Certificates, in accordance with Section 4.01(b) or (B) to the
Classes of Group II-A Certificates, pro rata, based upon their respective Class
A Unpaid Interest Shortfalls, in an aggregate amount up to the Aggregate Group
II-A Unpaid Interest Shortfall;
third, (A) concurrently, to the Group I-A Certificates (other than
the Class A-PO Certificates with respect to the Class I-A-PO Component) and the
Class I-A-PO Component, pro rata, based on their respective Group I-A Non-PO
Optimal Principal Amount and Class I-A-PO Optimal Principal Amount, (1) to the
Classes of Group I-A Certificates (other than the Class A-PO Certificates with
respect to the Class I-A-PO Component), in an aggregate amount up to the Group
I-A Non-PO Optimal Principal Amount, such distribution to be allocated among
such Classes in accordance with Section 4.01(b)(i) or Section 4.01(c), as
applicable, and (2) to the Class A-PO Certificates with respect to the Class
I-A-PO Component in an amount up to the Class I-A-PO Optimal Principal Amount;
or (B) concurrently, to the Group II-A Certificates (other than the Class A-PO
Certificates with respect to the Class II-A-PO Component) and the Class II-A-PO
Component, pro rata, based on their respective Group II-A Non-PO Optimal
Principal Amount and Class II-A-PO Optimal Principal Amount, (1) to the Classes
of Group II-A Certificates (other than the Class A-PO Certificates with respect
to the Class II-A-PO Component), in an aggregate amount up to the Group II-A
Non-PO Optimal Principal Amount, such distribution to be allocated among such
Classes in accordance with Section 4.01(b)(ii) or Section 4.01(c), as
applicable, and (2) to the Class II-A-PO Component in an amount up to the Class
II-A-PO Optimal Principal Amount;
fourth, (A) to the Class A-PO Certificates with respect to the Class
I-A-PO Component in an amount up to the Class A-PO Deferred Amount for such
Component from amounts otherwise distributable (without regard to this Paragraph
fourth clause (A)) first to the Class I-B-6 Certificates pursuant to Paragraph
twenty-second clause (A) below, second to the Class I-B-5 Certificates pursuant
to Paragraph nineteenth clause (A) below, third to the Class I-B-4 Certificates
pursuant to Paragraph sixteenth clause (A) below, fourth to the Class I-B-3
Certificates pursuant to Paragraph thirteenth clause (A) below, fifth to the
Class I-B-2 Certificates pursuant to Paragraph tenth clause (A) below, and sixth
to the Class I-B-1 Certificates pursuant to Paragraph seventh clause (A) below
or (B) to the Class II-A-PO Certificates in an amount up to the Class II-A-PO
Deferred Amount from amounts otherwise distributable (without regard to this
Paragraph fourth clause (B)) first to the Class II-B-6 Certificates pursuant to
Paragraph twenty-second clause (B) below, second to the Class II-B-5
Certificates pursuant to Paragraph nineteenth clause (B) below, third to the
Class II-B-4 Certificates pursuant to Paragraph sixteenth clause (B) below,
fourth to the Class II-B-3 Certificates pursuant to Paragraph thirteenth clause
(B) below, fifth to the Class II-B-2 Certificates pursuant to Paragraph tenth
clause (B) below, and sixth to the Class II-B-1 Certificates pursuant to
Paragraph seventh clause (B) below;
fifth, (A) to the Class I-B-1 Certificates, in an amount up to the
Interest Accrual Amount for the Class I-B-1 Certificates with respect to such
Distribution Date or (B) to the Class II-B-1 Certificates, in an amount up to
the Interest Accrual Amount for the Class II-B-1 Certificates with respect to
such Distribution Date;
sixth, (A) to the Class I-B-1 Certificates in an amount up to the
Class I-B-1 Unpaid Interest Shortfall or (B) to the Class II-B-1 Certificates in
an amount up to the Class II-B-1 Unpaid Interest Shortfall;
seventh, (A) to the Class I-B-1 Certificates in an amount up to the
Class I-B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-1 Certificates pursuant to this Paragraph seventh
clause (A) will be reduced by the amount, if any, that would have been
distributable to the Class I-B-1 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount as provided in Paragraph fourth clause (A) above or (B)
to the Class II-B-1 Certificates in an amount up to the Class II-B-1 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-1 Certificates pursuant to this Paragraph seventh clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-1 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth clause (B) above;
eighth, (A) to the Class I-B-2 Certificates, in an amount up to the
Interest Accrual Amount for the Class I-B-2 Certificates with respect to such
Distribution Date or (B) to the Class II-B-2 Certificates, in an amount up to
the Interest Accrual Amount for the Class II-B-2 Certificates with respect to
such Distribution Date;
ninth, (A) to the Class I-B-2 Certificates in an amount up to the
Class I-B-2 Unpaid Interest Shortfall or (B) to the Class II-B-2 Certificates in
an amount up to the Class II-B-2 Unpaid Interest Shortfall;
tenth, (A) to the Class I-B-2 Certificates in an amount up to the
Class I-B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-2 Certificates, pursuant to this Paragraph tenth
clause (A) will be reduced by the amount, if any, that would have been
distributable to the Class I-B-2 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount as provided in Paragraph fourth clause (A) above or (B)
to the Class II-B-2 Certificates in an amount up to the Class II-B-2 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-2 Certificates pursuant to this Paragraph tenth clause (B) will be reduced
by the amount, if any, that would have been distributable to the Class II-B-2
Certificates hereunder used to pay the Class II-A-PO Deferred Amount as provided
in Paragraph fourth clause (B) above;
eleventh, (A) to the Class I-B-3 Certificates, in an amount up to
the Interest Accrual Amount for the Class I-B-3 Certificates with respect to
such Distribution Date or (B) to the Class II-B-3 Certificates, in an amount up
to the Interest Accrual Amount for the Class II-B-3 Certificates with respect to
such Distribution Date;
twelfth, (A) to the Class I-B-3 Certificates in an amount up to the
Class I-B-3 Unpaid Interest Shortfall (B) to the Class II-B-3 Certificates in an
amount up to the Class II-B-3 Unpaid Interest Shortfall;
thirteenth, (A) to the Class I-B-3 Certificates in an amount up to
the Class I-B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-3 Certificates pursuant to this Paragraph
thirteenth clause (A) will be reduced by the amount, if any, that would have
been distributable to the Class I-B-3 Certificates hereunder used to pay the
Class I-A-PO Deferred Amount as provided in Paragraph fourth clause (A) above or
(B) to the Class II-B-3 Certificates in an amount up to the Class II-B-3 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-3 Certificates pursuant to this Paragraph thirteenth clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-3 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth clause (B) above;
fourteenth, (A) to the Class I-B-4 Certificates in an amount up to
the Interest Accrual Amount for the Class I-B-4 Certificates with respect to
such Distribution Date or (B) to the Class II-B-4 Certificates in an amount up
to the Interest Accrual Amount for the Class II-B-4 Certificates with respect to
such Distribution Date;
fifteenth, (A) to the Class I-B-4 Certificates in an amount up to
the Class I-B-4 Unpaid Interest Shortfall or (B) to the Class II-B-4
Certificates in an amount up to the Class II-B-4 Unpaid Interest Shortfall;
sixteenth, (A) to the Class I-B-4 Certificates in an amount up to
the Class I-B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-4 Certificates pursuant to this Paragraph
sixteenth clause (A) will be reduced by the amount, if any, that would have been
distributable to the Class I-B-4 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount as provided in Paragraph fourth clause (A) above or (B)
to the Class II-B-4 Certificates in an amount up to the Class II-B-4 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-4 Certificates pursuant to this Paragraph sixteenth clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-4 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth clause (B) above;
seventeenth, (A) to the Class I-B-5 Certificates in an amount up to
the Interest Accrual Amount for the Class I-B-5 Certificates with respect to
such Distribution Date or (B) to the Class II-B-5 Certificates in an amount up
to the Interest Accrual Amount for the Class II-B-5 Certificates with respect to
such Distribution Date;
eighteenth, (A) to the Class I-B-5 Certificates in an amount up to
the Class I-B-5 Unpaid Interest Shortfall or (B) to the Class II-B-5
Certificates in an amount up to the Class II-B-5 Unpaid Interest Shortfall;
nineteenth, (A) to the Class I-B-5 Certificates in an amount up to
the Class I-B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-5 Certificates pursuant to this Paragraph
nineteenth clause (A) will be reduced by the amount, if any, that would have
been distributable to the Class I-B-5 Certificates hereunder used to pay the
Class I-A-PO Deferred Amount as provided in Paragraph fourth clause (A) above or
(B) to the Class II-B-5 Certificates in an amount up to the Class II-B-5 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-5 Certificates pursuant to this Paragraph nineteenth clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-5 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth clause (B) above;
twentieth, (A) to the Class I-B-6 Certificates in an amount up to
the Interest Accrual Amount for the Class I-B-6 Certificates with respect to
such Distribution Date or (B) to the Class II-B-6 Certificates in an amount up
to the Interest Accrual Amount for the Class II-B-6 Certificates with respect to
such Distribution Date;
twenty-first, (A) to the Class I-B-6 Certificates in an amount up to
the Class I-B-6 Unpaid Interest Shortfall or (B) to the Class II-B-6
Certificates in an amount up to the Class II-B-6 Unpaid Interest Shortfall;
twenty-second, (A) to the Class I-B-6 Certificates in an amount up
to the Class I-B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-6 Certificates pursuant to this Paragraph
twenty-second clause (A) will be reduced by the amount, if any, that would have
been distributable to the Class I-B-6 Certificates hereunder used to pay the
Class I-A-PO Deferred Amount as provided in Paragraph fourth clause (A) above or
(B) to the Class II-B-6 Certificates in an amount up to the Class II-B-6 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-6 Certificates pursuant to this Paragraph twenty-second clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-6 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth clause (B) above; and
twenty-third, to the Holder of the Class I-A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder of
Class I-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 I-A-R and Class I-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).
On each Distribution Date, any Reimbursement Amount shall be
distributed sequentially to the Classes of Certificates of the Group then
outstanding which bore the loss to which such Reimbursement Amount relates
beginning with the most senior of such Class of Certificates of such Group, up
to, with respect to each Class, the amount of loss borne by such Class. Any
Reimbursement Amount remaining after the application described in the preceding
sentence shall be included in the Group I Pool Distribution Amount or Group II
Pool Distribution Amount, as applicable.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(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, Classes or Components as provided herein. On each Distribution
Date, each Uncertificated Lower-Tier Interest (other than the Class
I-A-LPO Interest and the Class II-A-LPO Interest) shall receive
distributions in respect of interest in an amount equal to the Interest
Accrual Amounts and Unpaid Interest Shortfalls, as the case may be, in
respect of its Corresponding Upper-Tier Class, Classes or Components, in
each case to the extent actually distributed thereon (or, in the case of a
Class of Accrual Certificates, added to its Principal Balance). 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 I-A-L1 Interest and
Class I-A-L3 Interest shall be 5.250% per annum. The pass-through rate with
respect to the Class II-A-L1 Interest shall be 4.750% per annum. The
pass-through rate with respect to the Class I-B-L1 Interest, Class I-B-L2
Interest, Class I-B-L3 Interest, Class I-B-L4 Interest, Class I-B-L5 Interest,
Class I-B-L6 Interest, Class II-B-L1 Interest, Class II-B-L2 Interest, Class
II-B-L3 Interest, Class II-B-L4 Interest, Class II-B-L5 Interest and Class
II-B-L6 Interest shall be equal to the Class B Pass-Through Rate for the related
Class B Certificates. The Class I-A-LPO Interest and Class II-A-LPO Interest are
principal-only interests and are not entitled to distributions of interest. Any
Non-Supported Interest Shortfalls and Relief Act 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) (i) Group I-A Certificates
The Class I-A-2 Certificates are interest only Certificates and are
not entitled to distributions in respect of principal.
(I) On each Distribution Date occurring prior to the Accretion
Termination Date for the Class I-A-5 Certificates, the applicable Accrual
Distribution Amount will be distributed, sequentially, as follows:
first, sequentially, up to the Aggregate Schedule I Reduction Amount
for such Distribution Date, as follows:
(1) concurrently, until either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as
follows:
(A) 85.00% to the Class I-A-3 Certificates; and
(B) 15.00% to the Class I-A-4 Certificates; and
(2) sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates;
second, sequentially, up to the Aggregate Schedule II Reduction
Amount for such Distribution Date, as follows:
(1) concurrently, until either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as
follows:
(A) 67.00% to the Class I-A-3 Certificates; and
(B) 33.00% to the Class I-A-4 Certificates; and
(2) sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates;
third, sequentially, up to the Aggregate Schedule III Reduction
Amount for such Distribution Date, as follows:
(1) concurrently, until either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as
follows:
(A) 62.00% to the Class I-A-3 Certificates; and
(B) 38.00% to the Class I-A-4 Certificates; and
(2) sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates;
fourth, sequentially, up to the Aggregate Schedule IV Reduction
Amount for such Distribution Date, as follows:
(1) concurrently, until either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as
follows:
(A) 58.00% to the Class I-A-3 Certificates; and
(B) 42.00% to the Class I-A-4 Certificates; and
(2) sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates;
fifth, sequentially, up to the Aggregate Schedule V Reduction Amount
for such Distribution Date, as follows:
(1) concurrently, until either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as
follows:
(A) 53.50% to the Class I-A-3 Certificates; and
(B) 46.50% to the Class I-A-4 Certificates; and
(2) sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates;
sixth, sequentially, up to the Aggregate Schedule VI Reduction
Amount for such Distribution Date, as follows:
(1) concurrently, until either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as
follows:
(A) 62.00% to the Class I-A-3 Certificates; and
(B) 38.00% to the Class I-A-4 Certificates; and
(2) sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates;
seventh, sequentially, up to the Aggregate Schedule VII Reduction
Amount for such Distribution Date, as follows:
(1) concurrently, until either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as
follows:
(A) 55.50% to the Class I-A-3 Certificates; and
(B) 44.50% to the Class I-A-4 Certificates; and
(2) sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates;
eighth, sequentially, up to the Aggregate Schedule VIII Reduction
Amount for such Distribution Date, as follows:
(1) concurrently, until either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as
follows:
(A) 55.00% to the Class I-A-3 Certificates; and
(B) 45.00% to the Class I-A-4 Certificates; and
(2) sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates;
ninth, sequentially, up to the Aggregate Schedule IX Reduction
Amount for such Distribution Date, as follows:
(1) concurrently, until either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as
follows:
(A) 36.50% to the Class I-A-3 Certificates; and
(B) 63.50% to the Class I-A-4 Certificates; and
(2) sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates;
tenth, concurrently, until the either the Principal Balance of the
Class I-A-3 or Class I-A-4 Certificates has been reduced to zero, as follows:
(1) 27.00% to the Class I-A-3 Certificates; and
(2) 73.00% to the Class I-A-4 Certificates; and
eleventh, sequentially, to the Class I-A-3, Class I-A-4 and Class
I-A-5 Certificates.
II. On each Distribution Date occurring prior to the Accretion
Termination Date for the Class I-A-8 Certificates, the applicable Accrual
Distribution Amount will be distributed sequentially to the Class I-A-6, Class
I-A-7 and Class I-A-8 Certificates.
III. On each Distribution Date occurring prior to the applicable
Subordination Depletion Date, the Group I-A Non-PO Principal Distribution Amount
will be allocated among and distributed in reduction of the Principal Balances
of the Group I-A Certificates, sequentially, as follows:
first, concurrently, to the Class I-A-R and Class I-A-LR
Certificates, pro rata;
second, concurrently, as follows:
(A) 23.4722479218%, sequentially, as follows:
(i) to the Class I-A-1 Certificates, up to the PAC
Principal Amount for such Distribution Date;
(ii) concurrently, as follows:
(I) 63.5863954941%, sequentially, as follows:
(a) sequentially, up to the Aggregate
Schedule I Reduction Amount for such
Distribution Date, as follows:
(1) concurrently, until either the
Principal Balance of the Class I-A-3
or Class I-A-4 Certificates has been
reduced to zero, as follows:
(aa) 85.00% to the Class I-A-3
Certificates; and
(bb) 15.00% to the Class I-A-4
Certificates; and
(2) sequentially, to the Class I-A-3,
Class I-A-4 and Class I-A-5
Certificates;
(b) sequentially, up to the Aggregate
Schedule II Reduction Amount for such
Distribution Date, as follows:
(1) concurrently, until either the
Principal Balance of the Class I-A-3
or Class I-A-4 Certificates has been
reduced to zero, as follows:
(aa) 67.00% to the Class I-A-3
Certificates; and
(bb) 33.00% to the Class I-A-4
Certificates; and
(2) sequentially, to the Class I-A-3,
Class I-A-4 and Class I-A-5
Certificates;
(c) sequentially, up to the Aggregate
Schedule III Reduction Amount for such
Distribution Date, as follows:
(1) concurrently, until either the
Principal Balance of the Class I-A-3
or Class I-A-4 Certificates has been
reduced to zero, as follows:
(aa) 62.00% to the Class I-A-3
Certificates; and
(bb) 38.00% to the Class I-A-4
Certificates; and
(2) sequentially, to the Class I-A-3,
Class I-A-4 and Class I-A-5
Certificates;
(d) sequentially, up to the Aggregate
Schedule IV Reduction Amount for such
Distribution Date, as follows:
(1) concurrently, until either the
Principal Balance of the Class I-A-3
or Class I-A-4 Certificates has been
reduced to zero, as follows:
(aa) 58.00% to the Class I-A-3
Certificates; and
(bb) 42.00% to the Class I-A-4
Certificates; and
(2) sequentially, to the Class I-A-3,
Class I-A-4 and Class I-A-5
Certificates;
(e) sequentially, up to the Aggregate
Schedule V Reduction Amount for such
Distribution Date, as follows:
(1) concurrently, until either the
Principal Balance of the Class I-A-3
or Class I-A-4 Certificates has been
reduced to zero, as follows:
(aa) 53.50% to the Class I-A-3
Certificates; and
(bb) 46.50% to the Class I-A-4
Certificates; and
(2) sequentially, to the Class I-A-3,
Class I-A-4 and Class I-A-5
Certificates;
(f) sequentially, up to the Aggregate
Schedule VI Reduction Amount for such
Distribution Date, as follows:
(1) concurrently, until either the
Principal Balance of the Class I-A-3
or Class I-A-4 Certificates has been
reduced to zero, as follows:
(aa) 62.00% to the Class I-A-3
Certificates; and
(bb) 38.00% to the Class I-A-4
Certificates; and
(2) sequentially, to the Class I-A-3,
Class I-A-4 and Class I-A-5
Certificates;
(g) sequentially, up to the Aggregate
Schedule VII Reduction Amount for such
Distribution Date, as follows:
(1) concurrently, until either the
Principal Balance of the Class I-A-3
or Class I-A-4 Certificates has been
reduced to zero, as follows:
(aa) 55.50% to the Class I-A-3
Certificates; and
(bb) 44.50% to the Class I-A-4
Certificates; and
(2) sequentially, to the Class I-A-3,
Class I-A-4 and Class I-A-5
Certificates;
(h) sequentially, up to the Aggregate
Schedule VIII Reduction Amount for such
Distribution Date, as follows:
(1) concurrently, until either the
Principal Balance of the Class I-A-3
or Class I-A-4 Certificates has been
reduced to zero, as follows:
(aa) 55.00% to the Class I-A-3
Certificates; and
(bb) 45.00% to the Class I-A-4
Certificates; and
(2) sequentially, to the Class I-A-3,
Class I-A-4 and Class I-A-5
Certificates;
(i) sequentially, up to the Aggregate
Schedule IX Reduction Amount for such
Distribution Date, as follows:
(1) concurrently, until either the
Principal Balance of the Class I-A-3
or Class I-A-4 Certificates has been
reduced to zero, as follows:
(aa) 36.50% to the Class I-A-3
Certificates; and
(bb) 63.50% to the Class I-A-4
Certificates; and
(2) sequentially, to the Class I-A-3,
Class I-A-4 and Class I-A-5
Certificates;
(j) concurrently, until either the Principal
Balance of the Class I-A-3 or Class I-A-4
Certificates has been reduced to zero, as
follows:
(1) 27.00% to the Class I-A-3
Certificates; and
(2) 73.00% to the Class I-A-4
Certificates; and
(k) sequentially, to the Class I-A-3, Class
I-A-4 and Class I-A-5 Certificates; and
(II) 36.0000000000%, sequentially, to the Class
I-A-6, Class I-A-7 and Class I-A-8 Certificates;
and
(iii) to the Class I-A-1 Certificates; and
(B) 76.5277520782%, sequentially, as follows:
(i) concurrently, to the Class I-A-14 and Class I-A-15
Certificates, up to the Priority Amount for such Distribution
Date, pro rata;
(ii) concurrently, as follows::
(I) 52.6535214641%, sequentially, as follows:
(a) sequentially to the Class I-A-9 and
Class I-A-10 Certificates; and
(b) concurrently, to the Class I-A-11 and
Class I-A-16 Certificates, pro rata; and
(II) 47.3464785359%, sequentially, to the Class
I-A-12 and Class I-A-13 Certificates; and
(iii) concurrently, to the Class I-A-14 and Class I-A-15
Certificates, pro rata.
(ii) Group II-A Certificates
On each Distribution Date occurring prior to the applicable
Subordination Depletion Date, the Group II-A Non-PO Principal Distribution
Amount will be allocated among and distributed in reduction of the Principal
Balance of the Class II-A-1 Certificates.
As used above, the "PAC Principal Amount" for any Distribution Date
means the amount, if any, that would reduce the Principal Balance of the Class
I-A-1 Certificates to the percentage of the initial Principal Balance of the
Class I-A-1 Certificates shown in the related table with respect to such
Distribution Date.
As used above, the "Aggregate Schedule I Reduction Amount," the
"Aggregate Schedule II Reduction Amount," the "Aggregate Schedule III Reduction
Amount," the "Aggregate Schedule IV Reduction Amount," the "Aggregate Schedule V
Reduction Amount," the "Aggregate Schedule VI Reduction Amount," the "Aggregate
Schedule VII Reduction Amount," the "Aggregate Schedule VIII Reduction Amount"
and the "Aggregate Schedule IX Reduction Amount" for any Distribution Date means
the amount, if any, that would reduce the sum of the Principal Balances of the
Class I-A-3, Class I-A-4 and Class I-A-5 Certificates (the "Scheduled Group") to
the percentage of the sum of the initial Principal Balances of the Scheduled
Group shown in the related table with respect to such Distribution Date.
The following tables set forth for each Distribution Date the
planned Principal Balances for the Class I-A-1 Certificates and the scheduled
Principal Balances for the Scheduled Group, expressed as a percentage of the
initial aggregate Principal Balance of such Certificate or Group.
Planned Principal Balances
as Percentages of Initial Principal Balance
Class I-A-1 Certificates
Percentage of Percentage of
Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 99.52845748% February 2007 ... 37.00661837%
September 2003 .. 98.99532121 March 2007 ...... 35.24612781
October 2003 .... 98.40077550 April 2007 ...... 33.49765711
November 2003 ... 97.74504428 May 2007 ........ 31.76112819
December 2003 ... 97.02839113 June 2007 ....... 30.03646346
January 2004 .... 96.25111913 July 2007 ....... 28.32358583
February 2004 ... 95.41357074 August 2007 ..... 26.62241875
March 2004 ...... 94.51612757 September 2007 .. 24.93288612
April 2004 ...... 93.55921016 October 2007 .... 23.25491238
May 2004 ........ 92.54327776 November 2007 ... 21.58842244
June 2004 ....... 91.46882791 December 2007 ... 19.93334172
July 2004 ....... 90.33639613 January 2008 .... 18.32567237
August 2004 ..... 89.14655554 February 2008 ... 16.81345527
September 2004 .. 87.89991639 March 2008 ...... 15.39107912
October 2004 .... 86.59712558 April 2008 ...... 14.05326202
November 2004 ... 85.23886607 May 2008 ........ 12.79503233
December 2004 ... 83.82585649 June 2008 ....... 11.61171032
January 2005 .... 82.35885030 July 2008 ....... 10.49889120
February 2005 ... 80.83863534 August 2008 ..... 9.58007858
March 2005 ...... 79.26603305 September 2008 .. 8.72112368
April 2005 ...... 77.64189776 October 2008 .... 7.91839878
May 2005 ........ 75.96711599 November 2008 ... 7.16849117
June 2005 ....... 74.24260555 December 2008 ... 6.46819053
July 2005 ....... 72.46931485 January 2009 .... 5.81447703
August 2005 ..... 70.64822192 February 2009 ... 5.20451010
September 2005 .. 68.78033360 March 2009 ...... 4.63561788
October 2005 .... 66.86668454 April 2009 ...... 4.10528733
November 2005 ... 64.90833636 May 2009 ........ 3.61115481
December 2005 ... 62.96054711 June 2009 ....... 3.15099735
January 2006 .... 61.02328502 July 2009 ....... 2.72272432
February 2006 ... 59.09919153 August 2009 ..... 2.35822473
March 2006 ...... 57.18818107 September 2009 .. 2.02031747
April 2006 ...... 55.29016859 October 2009 .... 1.70731158
May 2006 ........ 53.40506964 November 2009 ... 1.41761852
June 2006 ....... 51.53280027 December 2009 ... 1.14974612
July 2006 ....... 49.67327710 January 2010 .... 0.90229285
August 2006 ..... 47.82641731 February 2010 ... 0.67394243
September 2006 .. 45.99213860 March 2010 ...... 0.46345874
October 2006 .... 44.17035921 April 2010 ...... 0.26968104
November 2006 ... 42.36099793 May 2010 ........ 0.09151952
December 2006 ... 40.56397405 June 2010
January 2007 .... 38.77920741 and thereafter 0.00000000
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule I Reduction Amount
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 99.27752338% April 2010 ...... 90.15704997%
September 2003 .. 98.59411403 May 2010 ........ 89.62294232
October 2003 .... 97.94964421 June 2010 ....... 89.04448410
November 2003 ... 97.34396444 July 2010 ....... 88.41897196
December 2003 ... 96.77690360 August 2010 ..... 87.80063304
January 2004 .... 96.24826891 September 2010 .. 87.18557224
February 2004 ... 95.75784606 October 2010 .... 86.57377259
March 2004 ...... 95.30539930 November 2010 ... 85.96521724
April 2004 ...... 94.89067157 December 2010 ... 85.35988941
May 2004 ........ 94.51338464 January 2011 .... 84.75777243
June 2004 ....... 94.17323934 February 2011 ... 84.15884969
July 2004 ....... 93.86991568 March 2011 ...... 83.56310468
August 2004 ..... 93.60307310 April 2011 ...... 82.97052098
September 2004 .. 93.37235075 May 2011 ........ 82.38108225
October 2004 .... 93.17736770 June 2011 ....... 81.79477222
November 2004 ... 93.01772326 July 2011 ....... 81.21157473
December 2004 ... 92.89299731 August 2011 ..... 80.63509678
January 2005 .... 92.80275059 September 2011 .. 80.06165922
February 2005 ... 92.74652509 October 2011 .... 79.49124631
March 2005 ...... 92.72384439 November 2011 ... 78.92384238
April 2005 ...... 92.72384439 December 2011 ... 78.35943191
May 2005 ........ 92.72384439 January 2012 .... 77.79799936
June 2005 ....... 92.72384439 February 2012 ... 77.23952933
July 2005 ....... 92.72384439 March 2012 ...... 76.68400651
August 2005 ..... 92.72384439 April 2012 ...... 76.13141562
September 2005 .. 92.72384439 May 2012 ........ 75.58174150
October 2005 .... 92.72384439 June 2012 ....... 75.03496907
November 2005 ... 92.72384439 July 2012 ....... 74.49108328
December 2005 ... 92.72384439 August 2012 ..... 73.95343524
January 2006 .... 92.72384439 September 2012 .. 73.41859884
February 2006 ... 92.72384439 October 2012 .... 72.88655956
March 2006 ...... 92.72384439 November 2012 ... 72.35730306
April 2006 ...... 92.72384439 December 2012 ... 71.83081496
May 2006 ........ 92.72384439 January 2013 .... 71.30708104
June 2006 ....... 92.72384439 February 2013 ... 70.78608711
July 2006 ....... 92.72384439 March 2013 ...... 70.26781906
August 2006 ..... 92.72384439 April 2013 ...... 69.75226287
September 2006 .. 92.72384439 May 2013 ........ 69.23940457
October 2006 .... 92.72384439 June 2013 ....... 68.72923026
November 2006 ... 92.72384439 July 2013 ....... 68.22172612
December 2006 ... 92.72384439 August 2013 ..... 67.71687843
January 2007 .... 92.72384439 September 2013 .. 67.21467349
February 2007 ... 92.72384439 October 2013 .... 66.71509769
March 2007 ...... 92.72384439 November 2013 ... 66.21813752
April 2007 ...... 92.72384439 December 2013 ... 65.72377950
May 2007 ........ 92.72384439 January 2014 .... 65.23201021
June 2007 ....... 92.72384439 February 2014 ... 64.74281635
July 2007 ....... 92.72384439 March 2014 ...... 64.25618465
August 2007 ..... 92.72384439 April 2014 ...... 63.77210191
September 2007 .. 92.72384439 May 2014 ........ 63.29055502
October 2007 .... 92.72384439 June 2014 ....... 62.81153092
November 2007 ... 92.72384439 July 2014 ....... 62.33501662
December 2007 ... 92.72384439 August 2014 ..... 61.86099919
January 2008 .... 92.72384439 September 2014 .. 61.38946579
February 2008 ... 92.72384439 October 2014 .... 60.92040361
March 2008 ...... 92.72384439 November 2014 ... 60.45379995
April 2008 ...... 92.72384439 December 2014 ... 59.98964212
May 2008 ........ 92.72384439 January 2015 .... 59.52791755
June 2008 ....... 92.72384439 February 2015 ... 59.06861371
July 2008 ....... 92.72384439 March 2015 ...... 58.61171812
August 2008 ..... 92.72384439 April 2015 ...... 58.15721838
September 2008 .. 92.72384439 May 2015 ........ 57.70510218
October 2008 .... 92.72384439 June 2015 ....... 57.25535723
November 2008 ... 92.72384439 July 2015 ....... 56.80797132
December 2008 ... 92.72384439 August 2015 ..... 56.36293230
January 2009 .... 92.72384439 September 2015 .. 55.92022809
February 2009 ... 92.72384439 October 2015 .... 55.47984667
March 2009 ...... 92.72384439 November 2015 ... 55.04177606
April 2009 ...... 92.72384439 December 2015 ... 54.60600440
May 2009 ........ 92.72384439 January 2016 .... 54.17251982
June 2009 ....... 92.72384439 February 2016 ... 53.74131053
July 2009 ....... 92.72384439 March 2016 ...... 53.31236486
August 2009 ..... 92.72384439 April 2016 ...... 52.88567112
September 2009 .. 92.72384439 May 2016 ........ 52.46121773
October 2009 .... 92.72384439 June 2016 ....... 52.03899314
November 2009 ... 92.72384439 July 2016 ....... 51.61898587
December 2009 ... 92.23526377 August 2016 ..... 51.20118452
January 2010 .... 91.72568761 September 2016 .. 50.78557772
February 2010 ... 91.20902478 October 2016 .... 50.37215417
March 2010 ...... 90.68593835
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule I Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
November 2016 ... 49.96090262% February 2023 ... 24.56141446%
December 2016 ... 49.55181189 March 2023 ...... 24.28634396
January 2017 .... 49.14487086 April 2023 ...... 24.01273281
February 2017 ... 48.74006846 May 2023 ........ 23.74057350
March 2017 ...... 48.33739367 June 2023 ....... 23.46985856
April 2017 ...... 47.93683552 July 2023 ....... 23.20058051
May 2017 ........ 47.53838313 August 2023 ..... 22.93273197
June 2017 ....... 47.14202565 September 2023 .. 22.66630558
July 2017 ....... 46.74775230 October 2023 .... 22.40129400
August 2017 ..... 46.35555231 November 2023 ... 22.13768995
September 2017 .. 45.96541505 December 2023 ... 21.87548617
October 2017 .... 45.57732987 January 2024 .... 21.61467544
November 2017 ... 45.19128621 February 2024 ... 21.35525058
December 2017 ... 44.80727355 March 2024 ...... 21.09720447
January 2018 .... 44.42528144 April 2024 ...... 20.84052997
February 2018 ... 44.04529947 May 2024 ........ 20.58522005
March 2018 ...... 43.66731727 June 2024 ....... 20.33126764
April 2018 ...... 43.29132458 July 2024 ....... 20.07866578
May 2018 ........ 42.91731110 August 2024 ..... 19.82740748
June 2018 ....... 42.54526669 September 2024 .. 19.57748585
July 2018 ....... 42.17518117 October 2024 .... 19.32889396
August 2018 ..... 41.80704447 November 2024 ... 19.08162500
September 2018 .. 41.44084656 December 2024 ... 18.83567211
October 2018 .... 41.07657743 January 2025 .... 18.59102854
November 2018 ... 40.71422715 February 2025 ... 18.34768753
December 2018 ... 40.35378586 March 2025 ...... 18.10564236
January 2019 .... 39.99524372 April 2025 ...... 17.86488636
February 2019 ... 39.63859093 May 2025 ........ 17.62541288
March 2019 ...... 39.28381778 June 2025 ....... 17.38721532
April 2019 ...... 38.93091457 July 2025 ....... 17.15028711
May 2019 ........ 38.57987168 August 2025 ..... 16.91462168
June 2019 ....... 38.23067953 September 2025 .. 16.68021254
July 2019 ....... 37.88332858 October 2025 .... 16.44705322
August 2019 ..... 37.53780934 November 2025 ... 16.21513725
September 2019 .. 37.19411240 December 2025 ... 15.98445827
October 2019 .... 36.85222835 January 2026 .... 15.75500985
November 2019 ... 36.51214786 February 2026 ... 15.52678569
December 2019 ... 36.17386164 March 2026 ...... 15.29977947
January 2020 .... 35.83736045 April 2026 ...... 15.07398489
February 2020 ... 35.50263509 May 2026 ........ 14.84939572
March 2020 ...... 35.16967642 June 2026 ....... 14.62600575
April 2020 ...... 34.83847534 July 2026 ....... 14.40380880
May 2020 ........ 34.50902279 August 2026 ..... 14.18279872
June 2020 ....... 34.18130975 September 2026 .. 13.96296938
July 2020 ....... 33.85532728 October 2026 .... 13.74431471
August 2020 ..... 33.53106648 November 2026 ... 13.52682864
September 2020 .. 33.20851843 December 2026 ... 13.31050515
October 2020 .... 32.88767436 January 2027 .... 13.09533825
November 2020 ... 32.56852547 February 2027 ... 12.88132197
December 2020 ... 32.25106302 March 2027 ...... 12.66845039
January 2021 .... 31.93527832 April 2027 ...... 12.45671761
February 2021 ... 31.62116276 May 2027 ........ 12.24611774
March 2021 ...... 31.30870769 June 2027 ....... 12.03664496
April 2021 ...... 30.99790462 July 2027 ....... 11.82829346
May 2021 ........ 30.68874498 August 2027 ..... 11.62105745
June 2021 ....... 30.38122033 September 2027 .. 11.41493117
July 2021 ....... 30.07532224 October 2027 .... 11.20990893
August 2021 ..... 29.77104234 November 2027 ... 11.00598500
September 2021 .. 29.46837230 December 2027 ... 10.80315374
October 2021 .... 29.16730380 January 2028 .... 10.60140952
November 2021 ... 28.86782860 February 2028 ... 10.40074671
December 2021 ... 28.56993851 March 2028 ...... 10.20115977
January 2022 .... 28.27362534 April 2028 ...... 10.00264313
February 2022 ... 27.97888098 May 2028 ........ 9.80519127
March 2022 ...... 27.68569733 June 2028 ....... 9.60879871
April 2022 ...... 27.39406636 July 2028 ....... 9.41345999
May 2022 ........ 27.10398008 August 2028 ..... 9.21916966
June 2022 ....... 26.81543053 September 2028 .. 9.02592233
July 2022 ....... 26.52840976 October 2028 .... 8.83371262
August 2022 ..... 26.24290994 November 2028 ... 8.64253518
September 2022 .. 25.95892321 December 2028 ... 8.45238469
October 2022 .... 25.67644178 January 2029 .... 8.26325584
November 2022 ... 25.39545787 February 2029 ... 8.07514336
December 2022 ... 25.11596380 March 2029 ...... 7.88804204
January 2023 .... 24.83795188 April 2029 ...... 7.70194663
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule I Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
May 2029 ........ 7.51685197% May 2031 ........ 3.36177222%
June 2029 ....... 7.33275288 June 2031 ....... 3.20008587
July 2029 ....... 7.14964424 July 2031 ....... 3.03927436
August 2029 ..... 6.96752094 August 2031 ..... 2.87933319
September 2029 .. 6.78637789 September 2031 .. 2.72025786
October 2029 .... 6.60621004 October 2031 .... 2.56204390
November 2029 ... 6.42701236 November 2031 ... 2.40468687
December 2029 ... 6.24877985 December 2031 ... 2.24818237
January 2030 .... 6.07150753 January 2032 .... 2.09252598
February 2030 ... 5.89519044 February 2032 ... 1.93771333
March 2030 ...... 5.71982367 March 2032 ...... 1.78374006
April 2030 ...... 5.54540230 April 2032 ...... 1.63060186
May 2030 ........ 5.37192148 May 2032 ........ 1.47829438
June 2030 ....... 5.19937633 June 2032 ....... 1.32681339
July 2030 ....... 5.02776205 July 2032 ....... 1.17615458
August 2030 ..... 4.85707381 August 2032 ..... 1.02631374
September 2030 .. 4.68730686 September 2032 .. 0.87728662
October 2030 .... 4.51845644 October 2032 .... 0.72906904
November 2030 ... 4.35051782 November 2032 ... 0.58165683
December 2030 ... 4.18348629 December 2032 ... 0.43504580
January 2031 .... 4.01735719 January 2033 .... 0.28923185
February 2031 ... 3.85212585 February 2033 ... 0.14421086
March 2031 ...... 3.68778764 March 2033
April 2031 ...... 3.52433796 and thereafter 0.00000000
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule II Reduction Amount
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 99.13634624% April 2010 ...... 83.62772346%
September 2003 .. 98.31363376 May 2010 ........ 83.06243869
October 2003 .... 97.53171879 June 2010 ....... 82.45369251
November 2003 ... 96.79043590 July 2010 ....... 81.79877303
December 2003 ... 96.08959813 August 2010 ..... 81.15252788
January 2004 .... 95.42899701 September 2010 .. 80.51041499
February 2004 ... 94.80840264 October 2010 .... 79.87240909
March 2004 ...... 94.22756382 November 2010 ... 79.23848507
April 2004 ...... 93.68620811 December 2010 ... 78.60861795
May 2004 ........ 93.18404208 January 2011 .... 77.98278291
June 2004 ....... 92.72075140 February 2011 ... 77.36095530
July 2004 ....... 92.29600107 March 2011 ...... 76.74311059
August 2004 ..... 91.90943565 April 2011 ...... 76.12922441
September 2004 .. 91.56067950 May 2011 ........ 75.51927254
October 2004 .... 91.24933702 June 2011 ....... 74.91323090
November 2004 ... 90.97499298 July 2011 ....... 74.31107558
December 2004 ... 90.73721279 August 2011 ..... 73.71697179
January 2005 .... 90.53554286 September 2011 .. 73.12665539
February 2005 ... 90.36951092 October 2011 .... 72.54010322
March 2005 ...... 90.23862644 November 2011 ... 71.95729219
April 2005 ...... 90.14238101 December 2011 ... 71.37819946
May 2005 ........ 90.08024871 January 2012 .... 70.80280221
June 2005 ....... 90.05168663 February 2012 ... 70.23107784
July 2005 ....... 90.05168663 March 2012 ...... 69.66300387
August 2005 ..... 90.05168663 April 2012 ...... 69.09855792
September 2005 .. 90.05168663 May 2012 ........ 68.53771782
October 2005 .... 90.05168663 June 2012 ....... 67.98046144
November 2005 ... 90.05168663 July 2012 ....... 67.42676686
December 2005 ... 90.05168663 August 2012 ..... 66.88047091
January 2006 .... 90.05168663 September 2012 .. 66.33763527
February 2006 ... 90.05168663 October 2012 .... 65.79823886
March 2006 ...... 90.05168663 November 2012 ... 65.26226076
April 2006 ...... 90.05168663 December 2012 ... 64.72968017
May 2006 ........ 90.05168663 January 2013 .... 64.20047638
June 2006 ....... 90.05168663 February 2013 ... 63.67462886
July 2006 ....... 90.05168663 March 2013 ...... 63.15211716
August 2006 ..... 90.05168663 April 2013 ...... 62.63292096
September 2006 .. 90.05168663 May 2013 ........ 62.11702011
October 2006 .... 90.05168663 June 2013 ....... 61.60439451
November 2006 ... 90.05168663 July 2013 ....... 61.09502422
December 2006 ... 90.05168663 August 2013 ..... 60.58888943
January 2007 .... 90.05168663 September 2013 .. 60.08597042
February 2007 ... 90.05168663 October 2013 .... 59.58624762
March 2007 ...... 90.05168663 November 2013 ... 59.08970156
April 2007 ...... 90.05168663 December 2013 ... 58.59631287
May 2007 ........ 90.05168663 January 2014 .... 58.10606235
June 2007 ....... 90.05168663 February 2014 ... 57.61893085
July 2007 ....... 90.05168663 March 2014 ...... 57.13489940
August 2007 ..... 90.05168663 April 2014 ...... 56.65394910
September 2007 .. 90.05168663 May 2014 ........ 56.17606118
October 2007 .... 90.05168663 June 2014 ....... 55.70121697
November 2007 ... 90.05168663 July 2014 ....... 55.22939794
December 2007 ... 90.05168663 August 2014 ..... 54.76058567
January 2008 .... 90.05168663 September 2014 .. 54.29476179
February 2008 ... 90.05168663 October 2014 .... 53.83190815
March 2008 ...... 90.05168663 November 2014 ... 53.37200659
April 2008 ...... 90.05168663 December 2014 ... 52.91503916
May 2008 ........ 90.05168663 January 2015 .... 52.46098795
June 2008 ....... 90.05168663 February 2015 ... 52.00983521
July 2008 ....... 90.05168663 March 2015 ...... 51.56156325
August 2008 ..... 90.05168663 April 2015 ...... 51.11615451
September 2008 .. 90.05168663 May 2015 ........ 50.67359155
October 2008 .... 90.05168663 June 2015 ....... 50.23385701
November 2008 ... 90.05168663 July 2015 ....... 49.79693364
December 2008 ... 90.05168663 August 2015 ..... 49.36280432
January 2009 .... 90.05168663 September 2015 .. 48.93145199
February 2009 ... 90.05168663 October 2015 .... 48.50285973
March 2009 ...... 90.05168663 November 2015 ... 48.07701069
April 2009 ...... 89.82472050 December 2015 ... 47.65388818
May 2009 ........ 89.37793098 January 2016 .... 47.23347553
June 2009 ....... 88.91702481 February 2016 ... 46.81575623
July 2009 ....... 88.44312540 March 2016 ...... 46.40071385
August 2009 ..... 87.94099412 April 2016 ...... 45.98833205
September 2009 .. 87.42871106 May 2016 ........ 45.57859461
October 2009 .... 86.90718010 June 2016 ....... 45.17148540
November 2009 ... 86.37724886 July 2016 ....... 44.76698838
December 2009 ... 85.83971205 August 2016 ..... 44.36508761
January 2010 .... 85.29531465 September 2016 .. 43.96576726
February 2010 ... 84.74475485 October 2016 .... 43.56901156
March 2010 ...... 84.18868683
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule II Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
November 2016 ... 43.17480489% August 2022 ..... 21.32572682%
December 2016 ... 42.78313167 September 2022 .. 21.07615814
January 2017 .... 42.39397645 October 2022 .... 20.82823828
February 2017 ... 42.00732385 November 2022 ... 20.58195711
March 2017 ...... 41.62315861 December 2022 ... 20.33730460
April 2017 ...... 41.24146553 January 2023 .... 20.09427073
May 2017 ........ 40.86222953 February 2023 ... 19.85284559
June 2017 ....... 40.48543560 March 2023 ...... 19.61301930
July 2017 ....... 40.11106884 April 2023 ...... 19.37478206
August 2017 ..... 39.73911442 May 2023 ........ 19.13812411
September 2017 .. 39.36955763 June 2023 ....... 18.90303574
October 2017 .... 39.00238380 July 2023 ....... 18.66950736
November 2017 ... 38.63757839 August 2023 ..... 18.43752936
December 2017 ... 38.27512694 September 2023 .. 18.20709222
January 2018 .... 37.91501507 October 2023 .... 17.97818650
February 2018 ... 37.55722849 November 2023 ... 17.75080279
March 2018 ...... 37.20175299 December 2023 ... 17.52493173
April 2018 ...... 36.84857446 January 2024 .... 17.30056405
May 2018 ........ 36.49767887 February 2024 ... 17.07769051
June 2018 ....... 36.14905226 March 2024 ...... 16.85630192
July 2018 ....... 35.80268077 April 2024 ...... 16.63638917
August 2018 ..... 35.45855063 May 2024 ........ 16.41794319
September 2018 .. 35.11664813 June 2024 ....... 16.20095498
October 2018 .... 34.77695966 July 2024 ....... 15.98541557
November 2018 ... 34.43947170 August 2024 ..... 15.77131606
December 2018 ... 34.10417078 September 2024 .. 15.55864760
January 2019 .... 33.77104355 October 2024 .... 15.34740139
February 2019 ... 33.44007671 November 2024 ... 15.13756869
March 2019 ...... 33.11125706 December 2024 ... 14.92914081
April 2019 ...... 32.78457147 January 2025 .... 14.72210913
May 2019 ........ 32.46000689 February 2025 ... 14.51646503
June 2019 ....... 32.13755036 March 2025 ...... 14.31220001
July 2019 ....... 31.81718899 April 2025 ...... 14.10930558
August 2019 ..... 31.49890994 May 2025 ........ 13.90777330
September 2019 .. 31.18270052 June 2025 ....... 13.70759481
October 2019 .... 30.86854803 July 2025 ....... 13.50876177
November 2019 ... 30.55643991 August 2025 ..... 13.31126589
December 2019 ... 30.24636365 September 2025 .. 13.11509896
January 2020 .... 29.93830682 October 2025 .... 12.92025279
February 2020 ... 29.63225706 November 2025 ... 12.72671927
March 2020 ...... 29.32820209 December 2025 ... 12.53449031
April 2020 ...... 29.02612972 January 2026 .... 12.34355788
May 2020 ........ 28.72602780 February 2026 ... 12.15391400
June 2020 ....... 28.42788428 March 2026 ...... 11.96555073
July 2020 ....... 28.13168717 April 2026 ...... 11.77846019
August 2020 ..... 27.83742456 May 2026 ........ 11.59263455
September 2020 .. 27.54508460 June 2026 ....... 11.40806601
October 2020 .... 27.25465554 July 2026 ....... 11.22474683
November 2020 ... 26.96612566 August 2026 ..... 11.04266932
December 2020 ... 26.67948335 September 2026 .. 10.86182582
January 2021 .... 26.39471704 October 2026 .... 10.68220873
February 2021 ... 26.11181524 November 2026 ... 10.50381050
March 2021 ...... 25.83076655 December 2026 ... 10.32662362
April 2021 ...... 25.55155960 January 2027 .... 10.15064061
May 2021 ........ 25.27418312 February 2027 ... 9.97585406
June 2021 ....... 24.99862590 March 2027 ...... 9.80225659
July 2021 ....... 24.72487679 April 2027 ...... 9.62984087
August 2021 ..... 24.45292471 May 2027 ........ 9.45859962
September 2021 .. 24.18275866 June 2027 ....... 9.28852560
October 2021 .... 23.91436770 July 2027 ....... 9.11961160
November 2021 ... 23.64774093 August 2027 ..... 8.95185046
December 2021 ... 23.38286756 September 2027 .. 8.78523509
January 2022 .... 23.11973685 October 2027 .... 8.61975841
February 2022 ... 22.85833809 November 2027 ... 8.45541338
March 2022 ...... 22.59866069 December 2027 ... 8.29219303
April 2022 ...... 22.34069408 January 2028 .... 8.13009044
May 2022 ........ 22.08442778 February 2028 ... 7.96909867
June 2022 ....... 21.82985137 March 2028 ...... 7.80921091
July 2022 ....... 21.57695449 April 2028 ...... 7.65042029
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule II Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
May 2028 ........ 7.49272008% November 2030 ... 3.23676887%
June 2028 ....... 7.33610353 December 2030 ... 3.10972495
July 2028 ....... 7.18056393 January 2031 .... 2.98357506
August 2028 ..... 7.02609467 February 2031 ... 2.85831360
September 2028 .. 6.87268911 March 2031 ...... 2.73393508
October 2028 .... 6.72034068 April 2031 ...... 2.61043402
November 2028 ... 6.56904285 May 2031 ........ 2.48780499
December 2028 ... 6.41878914 June 2031 ....... 2.36604257
January 2029 .... 6.26957308 July 2031 ....... 2.24514138
February 2029 ... 6.12138826 August 2031 ..... 2.12509608
March 2029 ...... 5.97422832 September 2031 .. 2.00590138
April 2029 ...... 5.82808690 October 2031 .... 1.88755196
May 2029 ........ 5.68295772 November 2031 ... 1.77004259
June 2029 ....... 5.53883451 December 2031 ... 1.65336807
July 2029 ....... 5.39571107 January 2032 .... 1.53752319
August 2029 ..... 5.25358118 February 2032 ... 1.42250283
September 2029 .. 5.11243871 March 2032 ...... 1.30830182
October 2029 .... 4.97227757 April 2032 ...... 1.19491511
November 2029 ... 4.83309167 May 2032 ........ 1.08233762
December 2029 ... 4.69487497 June 2032 ....... 0.97056432
January 2030 .... 4.55762148 July 2032 ....... 0.85959024
February 2030 ... 4.42132523 August 2032 ..... 0.74941038
March 2030 ...... 4.28598029 September 2032 .. 0.64001979
April 2030 ...... 4.15158079 October 2032 .... 0.53141362
May 2030 ........ 4.01812086 November 2032 ... 0.42358693
June 2030 ....... 3.88559468 December 2032 ... 0.31653491
July 2030 ....... 3.75399647 January 2033 .... 0.21025273
August 2030 ..... 3.62332049 February 2033 ... 0.10473559
September 2030 .. 3.49356100 March 2033 and
October 2030 .... 3.36471234 thereafter ...... 0.00000000
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule III Reduction Amount
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 98.99377062% November 2009 ... 80.37298835%
September 2003 .. 98.03062886 December 2009 ... 79.80718687
October 2003 .... 97.11040928 January 2010 .... 79.23546059
November 2003 ... 96.23292504 February 2010 ... 78.65849683
December 2003 ... 95.39796794 March 2010 ...... 78.07693902
January 2004 .... 94.60530845 April 2010 ...... 77.49138931
February 2004 ... 93.85469582 May 2010 ........ 76.90241107
March 2004 ...... 93.14585812 June 2010 ....... 76.27085385
April 2004 ...... 92.47850244 July 2010 ....... 75.59399533
May 2004 ........ 91.85231499 August 2010 ..... 74.92729842
June 2004 ....... 91.26696132 September 2010 .. 74.26557474
July 2004 ....... 90.72208644 October 2010 .... 73.60878904
August 2004 ..... 90.21731513 November 2010 ... 72.95690627
September 2004 .. 89.75225212 December 2010 ... 72.30989163
October 2004 .... 89.32648236 January 2011 .... 71.66771057
November 2004 ... 88.93957134 February 2011 ... 71.03032880
December 2004 ... 88.59106535 March 2011 ...... 70.39771225
January 2005 .... 88.28049186 April 2011 ...... 69.76982707
February 2005 ... 88.00735986 May 2011 ........ 69.14663969
March 2005 ...... 87.77116019 June 2011 ....... 68.52811676
April 2005 ...... 87.57136599 July 2011 ....... 67.91422512
May 2005 ........ 87.40743308 August 2011 ..... 67.30967588
June 2005 ....... 87.27880039 September 2011 .. 66.70962813
July 2005 ....... 87.18489047 October 2011 .... 66.11404994
August 2005 ..... 87.12510987 November 2011 ... 65.52290954
September 2005 .. 87.09884969 December 2011 ... 64.93617543
October 2005 .... 87.09884969 January 2012 .... 64.35381629
November 2005 ... 87.09884969 February 2012 ... 63.77580107
December 2005 ... 87.09884969 March 2012 ...... 63.20209887
January 2006 .... 87.09884969 April 2012 ...... 62.63267908
February 2006 ... 87.09884969 May 2012 ........ 62.06751126
March 2006 ...... 87.09884969 June 2012 ....... 61.50656517
April 2006 ...... 87.09884969 July 2012 ....... 60.94981084
May 2006 ........ 87.09884969 August 2012 ..... 60.40155069
June 2006 ....... 87.09884969 September 2012 .. 59.85735084
July 2006 ....... 87.09884969 October 2012 .... 59.31718258
August 2006 ..... 87.09884969 November 2012 ... 58.78101747
September 2006 .. 87.09884969 December 2012 ... 58.24882723
October 2006 .... 87.09884969 January 2013 .... 57.72058379
November 2006 ... 87.09884969 February 2013 ... 57.19625927
December 2006 ... 87.09884969 March 2013 ...... 56.67582599
January 2007 .... 87.09884969 April 2013 ...... 56.15925646
February 2007 ... 87.09884969 May 2013 ........ 55.64652339
March 2007 ...... 87.09884969 June 2013 ....... 55.13759965
April 2007 ...... 87.09884969 July 2013 ....... 54.63245834
May 2007 ........ 87.09884969 August 2013 ..... 54.13107271
June 2007 ....... 87.09884969 September 2013 .. 53.63341624
July 2007 ....... 87.09884969 October 2013 .... 53.13946255
August 2007 ..... 87.09884969 November 2013 ... 52.64918549
September 2007 .. 87.09884969 December 2013 ... 52.16255902
October 2007 .... 87.09884969 January 2014 .... 51.67955735
November 2007 ... 87.09884969 February 2014 ... 51.20015485
December 2007 ... 87.09884969 March 2014 ...... 50.72432606
January 2008 .... 87.09884969 April 2014 ...... 50.25204571
February 2008 ... 87.09884969 May 2014 ........ 49.78328869
March 2008 ...... 87.09884969 June 2014 ....... 49.31803008
April 2008 ...... 87.09884969 July 2014 ....... 48.85624511
May 2008 ........ 87.09884969 August 2014 ..... 48.39790922
June 2008 ....... 87.09884969 September 2014 .. 47.94299799
July 2008 ....... 87.09884969 October 2014 .... 47.49148718
August 2008 ..... 87.09884969 November 2014 ... 47.04335273
September 2008 .. 86.94581376 December 2014 ... 46.59857074
October 2008 .... 86.59306689 January 2015 .... 46.15711746
November 2008 ... 86.21713050 February 2015 ... 45.71896931
December 2008 ... 85.81973103 March 2015 ...... 45.28410292
January 2009 .... 85.40249031 April 2015 ...... 44.85249502
February 2009 ... 84.96693173 May 2015 ........ 44.42412254
March 2009 ...... 84.51448604 June 2015 ....... 43.99896256
April 2009 ...... 84.04649685 July 2015 ....... 43.57699231
May 2009 ........ 83.56422573 August 2015 ..... 43.15818919
June 2009 ....... 83.06885709 September 2015 .. 42.74253077
July 2009 ....... 82.56150277 October 2015 .... 42.32999476
August 2009 ..... 82.02725277 November 2015 ... 41.92055901
September 2009 .. 81.48383133 December 2015 ... 41.51420156
October 2009 .... 80.93213104 January 2016 .... 41.11090059
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule III Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
February 2016 ... 40.71063440% May 2022 ........ 17.94970865%
March 2016 ...... 40.31338150 June 2022 ....... 17.72681735
April 2016 ...... 39.91912051 July 2022 ....... 17.50567554
May 2016 ........ 39.52783019 August 2022 ..... 17.28627069
June 2016 ....... 39.13948950 September 2022 .. 17.06859032
July 2016 ....... 38.75407747 October 2022 .... 16.85262206
August 2016 ..... 38.37157336 November 2022 ... 16.63835365
September 2016 .. 37.99195651 December 2022 ... 16.42577287
October 2016 .... 37.61520645 January 2023 .... 16.21486763
November 2016 ... 37.24130280 February 2023 ... 16.00562587
December 2016 ... 36.87022537 March 2023 ...... 15.79803567
January 2017 .... 36.50195410 April 2023 ...... 15.59208517
February 2017 ... 36.13646905 May 2023 ........ 15.38776258
March 2017 ...... 35.77375045 June 2023 ....... 15.18505621
April 2017 ...... 35.41377863 July 2023 ....... 14.98395446
May 2017 ........ 35.05653409 August 2023 ..... 14.78444578
June 2017 ....... 34.70199745 September 2023 .. 14.58651872
July 2017 ....... 34.35014947 October 2023 .... 14.39016192
August 2017 ..... 34.00097105 November 2023 ... 14.19536409
September 2017 .. 33.65444320 December 2023 ... 14.00211401
October 2017 .... 33.31054710 January 2024 .... 13.81040055
November 2017 ... 32.96926404 February 2024 ... 13.62021266
December 2017 ... 32.63057543 March 2024 ...... 13.43153935
January 2018 .... 32.29446281 April 2024 ...... 13.24436973
February 2018 ... 31.96090789 May 2024 ........ 13.05869297
March 2018 ...... 31.62989245 June 2024 ....... 12.87449831
April 2018 ...... 31.30139846 July 2024 ....... 12.69177510
May 2018 ........ 30.97540793 August 2024 ..... 12.51051272
June 2018 ....... 30.65190308 September 2024 .. 12.33070066
July 2018 ....... 30.33086621 October 2024 .... 12.15232846
August 2018 ..... 30.01227976 November 2024 ... 11.97538575
September 2018 .. 29.69612629 December 2024 ... 11.79986222
October 2018 .... 29.38238847 January 2025 .... 11.62574764
November 2018 ... 29.07104909 February 2025 ... 11.45303184
December 2018 ... 28.76209108 March 2025 ...... 11.28170475
January 2019 .... 28.45549750 April 2025 ...... 11.11175631
February 2019 ... 28.15125146 May 2025 ........ 10.94317663
March 2019 ...... 27.84933627 June 2025 ....... 10.77595578
April 2019 ...... 27.54973532 July 2025 ....... 10.61008398
May 2019 ........ 27.25243209 August 2025 ..... 10.44555147
June 2019 ....... 26.95741023 September 2025 .. 10.28234859
July 2019 ....... 26.66465347 October 2025 .... 10.12046573
August 2019 ..... 26.37414565 November 2025 ... 9.95989335
September 2019 .. 26.08587075 December 2025 ... 9.80062198
October 2019 .... 25.79981283 January 2026 .... 9.64264222
November 2019 ... 25.51595610 February 2026 ... 9.48594473
December 2019 ... 25.23428483 March 2026 ...... 9.33052023
January 2020 .... 24.95478343 April 2026 ...... 9.17635952
February 2020 ... 24.67743642 May 2026 ........ 9.02345345
March 2020 ...... 24.40222844 June 2026 ....... 8.87179297
April 2020 ...... 24.12914420 July 2026 ....... 8.72136901
May 2020 ........ 23.85816855 August 2026 ..... 8.57217265
June 2020 ....... 23.58928642 September 2026 .. 8.42419501
July 2020 ....... 23.32248288 October 2026 .... 8.27742725
August 2020 ..... 23.05774307 November 2026 ... 8.13186060
September 2020 .. 22.79505225 December 2026 ... 7.98748636
October 2020 .... 22.53439578 January 2027 .... 7.84429589
November 2020 ... 22.27575912 February 2027 ... 7.70228061
December 2020 ... 22.01912783 March 2027 ...... 7.56143199
January 2021 .... 21.76448759 April 2027 ...... 7.42174159
February 2021 ... 21.51182416 May 2027 ........ 7.28320098
March 2021 ...... 21.26112340 June 2027 ....... 7.14580181
April 2021 ...... 21.01237127 July 2027 ....... 7.00953584
May 2021 ........ 20.76555384 August 2027 ..... 6.87439480
June 2021 ....... 20.52065727 September 2027 .. 6.74037053
July 2021 ....... 20.27766782 October 2027 .... 6.60745494
August 2021 ..... 20.03657182 November 2027 ... 6.47563995
September 2021 .. 19.79735575 December 2027 ... 6.34491757
October 2021 .... 19.56000612 January 2028 .... 6.21527986
November 2021 ... 19.32450959 February 2028 ... 6.08671894
December 2021 ... 19.09085288 March 2028 ...... 5.95922697
January 2022 .... 18.85902281 April 2028 ...... 5.83279617
February 2022 ... 18.62900631 May 2028 ........ 5.70741883
March 2022 ...... 18.40079036 June 2028 ....... 5.58308730
April 2022 ...... 18.17436209 July 2028 ....... 5.45979392
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule III Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2028 ..... 5.33753115% January 2031 .... 2.20808698%
September 2028 .. 5.21629151 February 2031 ... 2.11347820
October 2028 .... 5.09606752 March 2031 ...... 2.01969031
November 2028 ... 4.97685178 April 2031 ...... 1.92671724
December 2028 ... 4.85863695 May 2031 ........ 1.83455303
January 2029 .... 4.74141572 June 2031 ....... 1.74319174
February 2029 ... 4.62518086 July 2031 ....... 1.65262743
March 2029 ...... 4.50992516 August 2031 ..... 1.56285429
April 2029 ...... 4.39564149 September 2031 .. 1.47386645
May 2029 ........ 4.28232274 October 2031 .... 1.38565815
June 2029 ....... 4.16996186 November 2031 ... 1.29822367
July 2029 ....... 4.05855189 December 2031 ... 1.21155727
August 2029 ..... 3.94808584 January 2032 .... 1.12565332
September 2029 .. 3.83855684 February 2032 ... 1.04050620
October 2029 .... 3.72995805 March 2032 ...... 0.95611031
November 2029 ... 3.62228264 April 2032 ...... 0.87246013
December 2029 ... 3.51552387 May 2032 ........ 0.78955016
January 2030 .... 3.40967504 June 2032 ....... 0.70737493
February 2030 ... 3.30472950 July 2032 ....... 0.62592901
March 2030 ...... 3.20068061 August 2032 ..... 0.54520702
April 2030 ...... 3.09752184 September 2032 .. 0.46520363
May 2030 ........ 2.99524665 October 2032 .... 0.38591350
June 2030 ....... 2.89384856 November 2032 ... 0.30733137
July 2030 ....... 2.79332117 December 2032 ... 0.22945202
August 2030 ..... 2.69365809 January 2033 .... 0.15227022
September 2030 .. 2.59485296 February 2033 ... 0.07578085
October 2030 .... 2.49689952 March 2033 and
November 2030 ... 2.39979150 thereafter ...... 0.00000000
December 2030 ... 2.30352272
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule IV Reduction Amount
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 98.84976729% November 2009 ... 74.70799996%
September 2003 .. 97.74504879 December 2009 ... 74.12076900
October 2003 .... 96.68565104 January 2010 .... 73.52853888
November 2003 ... 95.67135948 February 2010 ... 72.93198419
December 2003 ... 94.70193838 March 2010 ...... 72.33173578
January 2004 .... 93.77713104 April 2010 ...... 71.72838338
February 2004 ... 92.89665977 May 2010 ........ 71.12247802
March 2004 ...... 92.06022600 June 2010 ....... 70.47485711
April 2004 ...... 91.26751042 July 2010 ....... 69.78278626
May 2004 ........ 90.51817312 August 2010 ..... 69.10233847
June 2004 ....... 89.81185378 September 2010 .. 68.42767992
July 2004 ....... 89.14817183 October 2010 .... 67.75876379
August 2004 ..... 88.52672668 November 2010 ... 67.09554360
September 2004 .. 87.94709798 December 2010 ... 66.43797326
October 2004 .... 87.40884584 January 2011 .... 65.78600706
November 2004 ... 86.91151119 February 2011 ... 65.13959965
December 2004 ... 86.45461596 March 2011 ...... 64.49870603
January 2005 .... 86.03766353 April 2011 ...... 63.86328154
February 2005 ... 85.66013905 May 2011 ........ 63.23328191
March 2005 ...... 85.32150973 June 2011 ....... 62.60866321
April 2005 ...... 85.02122539 July 2011 ....... 61.98938182
May 2005 ........ 84.75871867 August 2011 ..... 61.38068252
June 2005 ....... 84.53340566 September 2011 .. 60.77715611
July 2005 ....... 84.34468619 October 2011 .... 60.17876071
August 2005 ..... 84.19194439 November 2011 ... 59.58545476
September 2005 .. 84.07454918 December 2011 ... 58.99719706
October 2005 .... 83.99185470 January 2012 .... 58.41394670
November 2005 ... 83.94320091 February 2012 ... 57.83566308
December 2005 ... 83.89808234 March 2012 ...... 57.26230598
January 2006 .... 83.85644225 April 2012 ...... 56.69383546
February 2006 ... 83.81675231 May 2012 ........ 56.13021192
March 2006 ...... 83.77898659 June 2012 ....... 55.57139604
April 2006 ...... 83.74311941 July 2012 ....... 55.01734884
May 2006 ........ 83.70912533 August 2012 ..... 54.47281873
June 2006 ....... 83.67697927 September 2012 .. 53.93289285
July 2006 ....... 83.64665629 October 2012 .... 53.39753414
August 2006 ..... 83.61813178 November 2012 ... 52.86670581
September 2006 .. 83.59138140 December 2012 ... 52.34037137
October 2006 .... 83.56638101 January 2013 .... 51.81849464
November 2006 ... 83.54310679 February 2013 ... 51.30103972
December 2006 ... 83.52153512 March 2013 ...... 50.78797095
January 2007 .... 83.50164266 April 2013 ...... 50.27925302
February 2007 ... 83.48340626 May 2013 ........ 49.77485084
March 2007 ...... 83.46680309 June 2013 ....... 49.27472965
April 2007 ...... 83.45181053 July 2013 ....... 48.77885493
May 2007 ........ 83.43840617 August 2013 ..... 48.28719244
June 2007 ....... 83.42656788 September 2013 .. 47.79970821
July 2007 ....... 83.41627372 October 2013 .... 47.31636854
August 2007 ..... 83.40750204 November 2013 ... 46.83714002
September 2007 .. 83.40023138 December 2013 ... 46.36198945
October 2007 .... 83.39444051 January 2014 .... 45.89088397
November 2007 ... 83.39010843 February 2014 ... 45.42379089
December 2007 ... 83.38721437 March 2014 ...... 44.96067786
January 2008 .... 83.36587057 April 2014 ...... 44.50151275
February 2008 ... 83.29956005 May 2014 ........ 44.04626367
March 2008 ...... 83.19131256 June 2014 ....... 43.59489900
April 2008 ...... 83.04397693 July 2014 ....... 43.14738739
May 2008 ........ 82.86023158 August 2014 ..... 42.70369770
June 2008 ....... 82.64259469 September 2014 .. 42.26379905
July 2008 ....... 82.39343347 October 2014 .... 41.82766081
August 2008 ..... 82.05421189 November 2014 ... 41.39525262
September 2008 .. 81.68916118 December 2014 ... 40.96654430
October 2008 .... 81.30022194 January 2015 .... 40.54150595
November 2008 ... 80.88921684 February 2015 ... 40.12010790
December 2008 ... 80.45785749 March 2015 ...... 39.70232072
January 2009 .... 80.00775111 April 2015 ...... 39.28811518
February 2009 ... 79.54040659 May 2015 ........ 38.87746234
March 2009 ...... 79.05724036 June 2015 ....... 38.47033345
April 2009 ...... 78.55958185 July 2015 ....... 38.06669998
May 2009 ........ 78.04867861 August 2015 ..... 37.66653366
June 2009 ....... 77.52570117 September 2015 .. 37.26980641
July 2009 ....... 76.99174761 October 2015 .... 36.87649039
August 2009 ..... 76.43223576 November 2015 ... 36.48655800
September 2009 .. 75.86453031 December 2015 ... 36.09998181
October 2009 .... 75.28951062 January 2016 .... 35.71673465
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule IV Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
February 2016 ... 35.33678955% May 2022 ........ 14.55161913%
March 2016 ...... 34.96011974 June 2022 ....... 14.35784124
April 2016 ...... 34.58669869 July 2022 ....... 14.16581981
May 2016 ........ 34.21650008 August 2022 ..... 13.97554038
June 2016 ....... 33.84949776 September 2022 .. 13.78698859
July 2016 ....... 33.48566583 October 2022 .... 13.60015020
August 2016 ..... 33.12497855 November 2022 ... 13.41501108
September 2016 .. 32.76741046 December 2022 ... 13.23155723
October 2016 .... 32.41293622 January 2023 .... 13.04977474
November 2016 ... 32.06153074 February 2023 ... 12.86964982
December 2016 ... 31.71316911 March 2023 ...... 12.69116878
January 2017 .... 31.36782662 April 2023 ...... 12.51431808
February 2017 ... 31.02547876 May 2023 ........ 12.33908423
March 2017 ...... 30.68610122 June 2023 ....... 12.16545390
April 2017 ...... 30.34966987 July 2023 ....... 11.99341381
May 2017 ........ 30.01616078 August 2023 ..... 11.82295084
June 2017 ....... 29.68555021 September 2023 .. 11.65405195
July 2017 ....... 29.35781460 October 2023 .... 11.48670421
August 2017 ..... 29.03293059 November 2023 ... 11.32089478
September 2017 .. 28.71087498 December 2023 ... 11.15661093
October 2017 .... 28.39162480 January 2024 .... 10.99384005
November 2017 ... 28.07515722 February 2024 ... 10.83256960
December 2017 ... 27.76144959 March 2024 ...... 10.67278717
January 2018 .... 27.45047950 April 2024 ...... 10.51448043
February 2018 ... 27.14222463 May 2024 ........ 10.35763713
March 2018 ...... 26.83666292 June 2024 ....... 10.20224517
April 2018 ...... 26.53377240 July 2024 ....... 10.04829252
May 2018 ........ 26.23353137 August 2024 ..... 9.89576722
June 2018 ....... 25.93591823 September 2024 .. 9.74465744
July 2018 ....... 25.64091156 October 2024 .... 9.59495144
August 2018 ..... 25.34849015 November 2024 ... 9.44663757
September 2018 .. 25.05863293 December 2024 ... 9.29970426
October 2018 .... 24.77131899 January 2025 .... 9.15414004
November 2018 ... 24.48652762 February 2025 ... 9.00993357
December 2018 ... 24.20423822 March 2025 ...... 8.86707353
January 2019 .... 23.92443041 April 2025 ...... 8.72554872
February 2019 ... 23.64708394 May 2025 ........ 8.58534807
March 2019 ...... 23.37217872 June 2025 ....... 8.44646056
April 2019 ...... 23.09969485 July 2025 ....... 8.30887524
May 2019 ........ 22.82961255 August 2025 ..... 8.17258129
June 2019 ....... 22.56191222 September 2025 .. 8.03756795
July 2019 ....... 22.29657442 October 2025 .... 7.90382455
August 2019 ..... 22.03357981 November 2025 ... 7.77134054
September 2019 .. 21.77290930 December 2025 ... 7.64010538
October 2019 .... 21.51454388 January 2026 .... 7.51010867
November 2019 ... 21.25846472 February 2026 ... 7.38134010
December 2019 ... 21.00465312 March 2026 ...... 7.25378942
January 2020 .... 20.75309054 April 2026 ...... 7.12744645
February 2020 ... 20.50375859 May 2026 ........ 7.00230112
March 2020 ...... 20.25663903 June 2026 ....... 6.87834343
April 2020 ...... 20.01171375 July 2026 ....... 6.75556345
May 2020 ........ 19.76896478 August 2026 ..... 6.63395134
June 2020 ....... 19.52837435 September 2026 .. 6.51349736
July 2020 ....... 19.28992474 October 2026 .... 6.39419178
August 2020 ..... 19.05359844 November 2026 ... 6.27602504
September 2020 .. 18.81937806 December 2026 ... 6.15898758
October 2020 .... 18.58724635 January 2027 .... 6.04306996
November 2020 ... 18.35718617 February 2027 ... 5.92826280
December 2020 ... 18.12918056 March 2027 ...... 5.81455680
January 2021 .... 17.90321269 April 2027 ...... 5.70194272
February 2021 ... 17.67926580 May 2027 ........ 5.59041142
March 2021 ...... 17.45732336 June 2027 ....... 5.47995382
April 2021 ...... 17.23736891 July 2027 ....... 5.37056090
May 2021 ........ 17.01938612 August 2027 ..... 5.26222375
June 2021 ....... 16.80335884 September 2027 .. 5.15493348
July 2021 ....... 16.58927097 October 2027 .... 5.04868131
August 2021 ..... 16.37710662 November 2027 ... 4.94345852
September 2021 .. 16.16684996 December 2027 ... 4.83925646
October 2021 .... 15.95848534 January 2028 .... 4.73606655
November 2021 ... 15.75199719 February 2028 ... 4.63388025
December 2021 ... 15.54737012 March 2028 ...... 4.53268915
January 2022 .... 15.34458878 April 2028 ...... 4.43248487
February 2022 ... 15.14363801 May 2028 ........ 4.33325910
March 2022 ...... 14.94450276 June 2028 ....... 4.23500357
April 2022 ...... 14.74716807 July 2028 ....... 4.13771013
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule IV Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2028 ..... 4.04137067% January 2031 .... 1.62829450%
September 2028 .. 3.94597713 February 2031 ... 1.55710874
October 2028 .... 3.85152155 March 2031 ...... 1.48665547
November 2028 ... 3.75799600 April 2031 ...... 1.41692844
December 2028 ... 3.66539262 May 2031 ........ 1.34792142
January 2029 .... 3.57370364 June 2031 ....... 1.27962826
February 2029 ... 3.48292132 July 2031 ....... 1.21204285
March 2029 ...... 3.39303801 August 2031 ..... 1.14515914
April 2029 ...... 3.30404608 September 2031 .. 1.07897111
May 2029 ........ 3.21593802 October 2031 .... 1.01347279
June 2029 ....... 3.12870633 November 2031 ... 0.94865828
July 2029 ....... 3.04234359 December 2031 ... 0.88452171
August 2029 ..... 2.95684245 January 2032 .... 0.82105726
September 2029 .. 2.87219560 February 2032 ... 0.75825915
October 2029 .... 2.78839579 March 2032 ...... 0.69612167
November 2029 ... 2.70543587 April 2032 ...... 0.63463914
December 2029 ... 2.62330867 May 2032 ........ 0.57380591
January 2030 .... 2.54200715 June 2032 ....... 0.51361641
February 2030 ... 2.46152427 July 2032 ....... 0.45406509
March 2030 ...... 2.38185312 August 2032 ..... 0.39514645
April 2030 ...... 2.30298676 September 2032 .. 0.33685506
May 2030 ........ 2.22491836 October 2032 .... 0.27918549
June 2030 ....... 2.14764112 November 2032 ... 0.22213237
July 2030 ....... 2.07114833 December 2032 ... 0.16569039
August 2030 ..... 1.99543330 January 2033 .... 0.10985427
September 2030 .. 1.92048940 February 2033 ... 0.05461879
October 2030 .... 1.84631006 March 2033
November 2030 ... 1.77288878 and thereafter .. 0.00000000
December 2030 ... 1.70021905
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule V Reduction Amount
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 98.70430601% November 2009 ... 69.36659791%
September 2003 .. 97.45684144 December 2009 ... 68.76415616
October 2003 .... 96.25737751 January 2010 .... 68.15761953
November 2003 ... 95.10566466 February 2010 ... 67.54764821
December 2003 ... 94.00143265 March 2010 ...... 66.93485880
January 2004 .... 92.94439057 April 2010 ...... 66.31982697
February 2004 ... 91.93422694 May 2010 ........ 65.70308989
March 2004 ...... 90.97060982 June 2010 ....... 65.04547120
April 2004 ...... 90.05318684 July 2010 ....... 64.34422300
May 2004 ........ 89.18158547 August 2010 ..... 63.65602330
June 2004 ....... 88.35541308 September 2010 .. 62.97439383
July 2004 ....... 87.57425720 October 2010 .... 62.29927483
August 2004 ..... 86.83768569 November 2010 ... 61.63060711
September 2004 .. 86.14524701 December 2010 ... 60.96833197
October 2004 .... 85.49647043 January 2011 .... 60.31239126
November 2004 ... 84.89086635 February 2011 ... 59.66272735
December 2004 ... 84.32792663 March 2011 ...... 59.01928308
January 2005 .... 83.80712482 April 2011 ...... 58.38200184
February 2005 ... 83.32791661 May 2011 ........ 57.75082753
March 2005 ...... 82.88974011 June 2011 ....... 57.12570452
April 2005 ...... 82.49201632 July 2011 ....... 56.50657769
May 2005 ........ 82.13414947 August 2011 ..... 55.89921338
June 2005 ....... 81.81552746 September 2011 .. 55.29764287
July 2005 ....... 81.53552238 October 2011 .... 54.70181340
August 2005 ..... 81.29349085 November 2011 ... 54.11167270
September 2005 .. 81.08877460 December 2011 ... 53.52716895
October 2005 .... 80.92070092 January 2012 .... 52.94825079
November 2005 ... 80.78858322 February 2012 ... 52.37486733
December 2005 ... 80.66188978 March 2012 ...... 51.80696811
January 2006 .... 80.54053793 April 2012 ...... 51.24450318
February 2006 ... 80.42297370 May 2012 ........ 50.68742296
March 2006 ...... 80.30914580 June 2012 ....... 50.13567836
April 2006 ...... 80.19900350 July 2012 ....... 49.58922072
May 2006 ........ 80.09249663 August 2012 ..... 49.05322509
June 2006 ....... 79.98957558 September 2012 .. 48.52231644
July 2006 ....... 79.89019127 October 2012 .... 47.99644873
August 2006 ..... 79.79429515 November 2012 ... 47.47557631
September 2006 .. 79.70183925 December 2012 ... 46.95965396
October 2006 .... 79.61277609 January 2013 .... 46.44863688
November 2006 ... 79.52705876 February 2013 ... 45.94248060
December 2006 ... 79.44464079 March 2013 ...... 45.44114111
January 2007 .... 79.36547632 April 2013 ...... 44.94457477
February 2007 ... 79.28951993 May 2013 ........ 44.45273833
March 2007 ...... 79.21672673 June 2013 ....... 43.96558888
April 2007 ...... 79.14705235 July 2013 ....... 43.48308396
May 2007 ........ 79.08045287 August 2013 ..... 43.00518147
June 2007 ....... 79.01688489 September 2013 .. 42.53183965
July 2007 ....... 78.95630548 October 2013 .... 42.06301712
August 2007 ..... 78.89867219 November 2013 ... 41.59867290
September 2007 .. 78.84394307 December 2013 ... 41.13876635
October 2007 .... 78.79207660 January 2014 .... 40.68325719
November 2007 ... 78.74303176 February 2014 ... 40.23210550
December 2007 ... 78.69676795 March 2014 ...... 39.78527173
January 2008 .... 78.63337786 April 2014 ...... 39.34271665
February 2008 ... 78.52632517 May 2014 ........ 38.90440140
March 2008 ...... 78.37862053 June 2014 ....... 38.47028749
April 2008 ...... 78.19309388 July 2014 ....... 38.04033671
May 2008 ........ 77.97240499 August 2014 ..... 37.61451124
June 2008 ....... 77.71905359 September 2014 .. 37.19277359
July 2008 ....... 77.43538870 October 2014 .... 36.77508658
August 2008 ..... 77.06396858 November 2014 ... 36.36141338
September 2008 .. 76.66788548 December 2014 ... 35.95171748
October 2008 .... 76.24906242 January 2015 .... 35.54596269
November 2008 ... 75.80930474 February 2015 ... 35.14411316
December 2008 ... 75.35030692 March 2015 ...... 34.74613335
January 2009 .... 74.87365923 April 2015 ...... 34.35198802
February 2009 ... 74.38085386 May 2015 ........ 33.96164227
March 2009 ...... 73.87329074 June 2015 ....... 33.57506151
April 2009 ...... 73.35228292 July 2015 ....... 33.19221142
May 2009 ........ 72.81906186 August 2015 ..... 32.81305802
June 2009 ....... 72.27478217 September 2015 .. 32.43756762
July 2009 ....... 71.72052615 October 2015 .... 32.06570685
August 2009 ..... 71.14203862 November 2015 ... 31.69744260
September 2009 .. 70.55632126 December 2015 ... 31.33274210
October 2009 .... 69.96423823 January 2016 .... 30.97157282
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule V Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
February 2016 ... 30.61390256% May 2022 ........ 11.76548399%
March 2016 ...... 30.25969941 June 2022 ....... 11.59812313
April 2016 ...... 29.90893170 July 2022 ....... 11.43247793
May 2016 ........ 29.56156808 August 2022 ..... 11.26853240
June 2016 ....... 29.21757748 September 2022 .. 11.10627070
July 2016 ....... 28.87692908 October 2022 .... 10.94567713
August 2016 ..... 28.53959236 November 2022 ... 10.78673612
September 2016 .. 28.20553705 December 2022 ... 10.62943225
October 2016 .... 27.87473319 January 2023 .... 10.47375025
November 2016 ... 27.54715102 February 2023 ... 10.31967495
December 2016 ... 27.22276113 March 2023 ...... 10.16719138
January 2017 .... 26.90153428 April 2023 ...... 10.01628463
February 2017 ... 26.58344158 May 2023 ........ 9.86693999
March 2017 ...... 26.26845432 June 2023 ....... 9.71914283
April 2017 ...... 25.95654410 July 2023 ....... 9.57287868
May 2017 ........ 25.64768276 August 2023 ..... 9.42813321
June 2017 ....... 25.34184235 September 2023 .. 9.28489218
July 2017 ....... 25.03899526 October 2023 .... 9.14314152
August 2017 ..... 24.73911403 November 2023 ... 9.00286728
September 2017 .. 24.44217149 December 2023 ... 8.86405558
October 2017 .... 24.14814071 January 2024 .... 8.72669276
November 2017 ... 23.85699502 February 2024 ... 8.59076518
December 2017 ... 23.56870794 March 2024 ...... 8.45625944
January 2018 .... 23.28325326 April 2024 ...... 8.32316213
February 2018 ... 23.00060499 May 2024 ........ 8.19146006
March 2018 ...... 22.72073740 June 2024 ....... 8.06114013
April 2018 ...... 22.44362496 July 2024 ....... 7.93218935
May 2018 ........ 22.16924236 August 2024 ..... 7.80459484
June 2018 ....... 21.89756455 September 2024 .. 7.67834384
July 2018 ....... 21.62856668 October 2024 .... 7.55342373
August 2018 ..... 21.36222412 November 2024 ... 7.42982199
September 2018 .. 21.09851248 December 2024 ... 7.30752620
October 2018 .... 20.83740758 January 2025 .... 7.18652405
November 2018 ... 20.57888545 February 2025 ... 7.06680336
December 2018 ... 20.32292232 March 2025 ...... 6.94835206
January 2019 .... 20.06949465 April 2025 ...... 6.83115817
February 2019 ... 19.81857913 May 2025 ........ 6.71520982
March 2019 ...... 19.57015262 June 2025 ....... 6.60049528
April 2019 ...... 19.32419221 July 2025 ....... 6.48700289
May 2019 ........ 19.08067517 August 2025 ..... 6.37472111
June 2019 ....... 18.83957903 September 2025 .. 6.26363848
July 2019 ....... 18.60088145 October 2025 .... 6.15374371
August 2019 ..... 18.36456033 November 2025 ... 6.04502552
September 2019 .. 18.13059377 December 2025 ... 5.93747279
October 2019 .... 17.89896005 January 2026 .... 5.83107452
November 2019 ... 17.66963766 February 2026 ... 5.72581974
December 2019 ... 17.44260526 March 2026 ...... 5.62169765
January 2020 .... 17.21784171 April 2026 ...... 5.51869750
February 2020 ... 16.99532607 May 2026 ........ 5.41680863
March 2020 ...... 16.77503758 June 2026 ....... 5.31602055
April 2020 ...... 16.55695568 July 2026 ....... 5.21632278
May 2020 ........ 16.34105997 August 2026 ..... 5.11770497
June 2020 ....... 16.12733023 September 2026 .. 5.02015688
July 2020 ....... 15.91574644 October 2026 .... 4.92366832
August 2020 ..... 15.70628877 November 2026 ... 4.82822923
September 2020 .. 15.49893754 December 2026 ... 4.73382965
October 2020 .... 15.29367325 January 2027 .... 4.64045966
November 2020 ... 15.09047658 February 2027 ... 4.54810947
December 2020 ... 14.88932841 March 2027 ...... 4.45676937
January 2021 .... 14.69020974 April 2027 ...... 4.36642973
February 2021 ... 14.49310178 May 2027 ........ 4.27708102
March 2021 ...... 14.29798589 June 2027 ....... 4.18871379
April 2021 ...... 14.10484361 July 2027 ....... 4.10131867
May 2021 ........ 13.91365663 August 2027 ..... 4.01488637
June 2021 ....... 13.72440680 September 2027 .. 3.92940771
July 2021 ....... 13.53707617 October 2027 .... 3.84487357
August 2021 ..... 13.35164691 November 2027 ... 3.76127493
September 2021 .. 13.16810137 December 2027 ... 3.67860284
October 2021 .... 12.98642205 January 2028 .... 3.59684842
November 2021 ... 12.80659162 February 2028 ... 3.51600291
December 2021 ... 12.62859287 March 2028 ...... 3.43605758
January 2022 .... 12.45240881 April 2028 ...... 3.35700380
February 2022 ... 12.27802254 May 2028 ........ 3.27883304
March 2022 ...... 12.10541734 June 2028 ....... 3.20153682
April 2022 ...... 11.93457662 July 2028 ....... 3.12510675
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule V Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2028 ..... 3.04953451% January 2031 .... 1.19629756%
September 2028 .. 2.97481185 February 2031 ... 1.14294465
October 2028 .... 2.90093062 March 2031 ...... 1.09022610
November 2028 ... 2.82788273 April 2031 ...... 1.03813570
December 2028 ... 2.75566013 May 2031 ........ 0.98666734
January 2029 .... 2.68425490 June 2031 ....... 0.93581488
February 2029 ... 2.61365916 July 2031 ....... 0.88557232
March 2029 ...... 2.54386510 August 2031 ..... 0.83593368
April 2029 ...... 2.47486501 September 2031 .. 0.78689302
May 2029 ........ 2.40665120 October 2031 .... 0.73844448
June 2029 ....... 2.33921610 November 2031 ... 0.69058225
July 2029 ....... 2.27255220 December 2031 ... 0.64330055
August 2029 ..... 2.20665201 January 2032 .... 0.59659367
September 2029 .. 2.14150817 February 2032 ... 0.55045597
October 2029 .... 2.07711336 March 2032 ...... 0.50488183
November 2029 ... 2.01346033 April 2032 ...... 0.45986571
December 2029 ... 1.95054189 May 2032 ........ 0.41540209
January 2030 .... 1.88835091 June 2032 ....... 0.37148554
February 2030 ... 1.82688036 July 2032 ....... 0.32811062
March 2030 ...... 1.76612323 August 2032 ..... 0.28527201
April 2030 ...... 1.70607260 September 2032 .. 0.24296440
May 2030 ........ 1.64672162 October 2032 .... 0.20118254
June 2030 ....... 1.58806347 November 2032 ... 0.15992119
July 2030 ....... 1.53009141 December 2032 ... 0.11917523
August 2030 ..... 1.47279879 January 2033 .... 0.07893955
September 2030 .. 1.41617898 February 2033 ... 0.03920905
October 2030 .... 1.36022540 March 2033
November 2030 ... 1.30493159 and thereafter 0.00000000
December 2030 ... 1.25029111
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule VI Reduction Amount
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 98.40888368% November 2009 ... 59.59461652%
September 2003 .. 96.87232806 December 2009 ... 58.97812445
October 2003 .... 95.39000776 January 2010 .... 58.35924478
November 2003 ... 93.96157793 February 2010 ... 57.73860441
December 2003 ... 92.58667431 March 2010 ...... 57.11678713
January 2004 .... 91.26491320 April 2010 ...... 56.49433627
February 2004 ... 89.99589159 May 2010 ........ 55.87175715
March 2004 ...... 88.77918718 June 2010 ....... 55.20984207
April 2004 ...... 87.61435853 July 2010 ....... 54.50581214
May 2004 ........ 86.50094513 August 2010 ..... 53.81754078
June 2004 ....... 85.43846764 September 2010 .. 53.13726478
July 2004 ....... 84.42642796 October 2010 .... 52.46489522
August 2004 ..... 83.46430954 November 2010 ... 51.80034411
September 2004 .. 82.55157746 December 2010 ... 51.14352447
October 2004 .... 81.68767886 January 2011 .... 50.49435022
November 2004 ... 80.87204302 February 2011 ... 49.85273625
December 2004 ... 80.10408177 March 2011 ...... 49.21859834
January 2005 .... 79.38318977 April 2011 ...... 48.59185322
February 2005 ... 78.70874482 May 2011 ........ 47.97241851
March 2005 ...... 78.08010823 June 2011 ....... 47.36021273
April 2005 ...... 77.49662520 July 2011 ....... 46.75515528
May 2005 ........ 76.95762521 August 2011 ..... 46.16402028
June 2005 ....... 76.46242247 September 2011 .. 45.57974707
July 2005 ....... 76.01031623 October 2011 .... 45.00225920
August 2005 ..... 75.60059143 November 2011 ... 44.43148104
September 2005 .. 75.23251898 December 2011 ... 43.86733779
October 2005 .... 74.90535636 January 2012 .... 43.30975549
November 2005 ... 74.61834810 February 2012 ... 42.75866096
December 2005 ... 74.34089455 March 2012 ...... 42.21398181
January 2006 .... 74.07284603 April 2012 ...... 41.67564649
February 2006 ... 73.81258248 May 2012 ........ 41.14358416
March 2006 ...... 73.55998741 June 2012 ....... 40.61772481
April 2006 ...... 73.31494580 July 2012 ....... 40.09799919
May 2006 ........ 73.07734404 August 2012 ..... 39.59037947
June 2006 ....... 72.84706999 September 2012 .. 39.08861687
July 2006 ....... 72.62401287 October 2012 .... 38.59264654
August 2006 ..... 72.40806330 November 2012 ... 38.10240435
September 2006 .. 72.19911330 December 2012 ... 37.61782689
October 2006 .... 71.99705621 January 2013 .... 37.13885140
November 2006 ... 71.80178672 February 2013 ... 36.66541582
December 2006 ... 71.61320087 March 2013 ...... 36.19745875
January 2007 .... 71.43119598 April 2013 ...... 35.73491951
February 2007 ... 71.25567070 May 2013 ........ 35.27773800
March 2007 ...... 71.08652490 June 2013 ....... 34.82585482
April 2007 ...... 70.92365979 July 2013 ....... 34.37921119
May 2007 ........ 70.76697778 August 2013 ..... 33.93774901
June 2007 ....... 70.61638254 September 2013 .. 33.50141075
July 2007 ....... 70.47177893 October 2013 .... 33.07013956
August 2007 ..... 70.33307304 November 2013 ... 32.64387917
September 2007 .. 70.20017218 December 2013 ... 32.22257395
October 2007 .... 70.07298479 January 2014 .... 31.80616884
November 2007 ... 69.95142050 February 2014 ... 31.39460942
December 2007 ... 69.83539010 March 2014 ...... 30.98784181
January 2008 .... 69.70493827 April 2014 ...... 30.58581278
February 2008 ... 69.53348144 May 2014 ........ 30.18846960
March 2008 ...... 69.32398362 June 2014 ....... 29.79576020
April 2008 ...... 69.07922878 July 2014 ....... 29.40763300
May 2008 ........ 68.80183139 August 2014 ..... 29.02403701
June 2008 ....... 68.49424649 September 2014 .. 28.64492182
July 2008 ....... 68.15877905 October 2014 .... 28.27023754
August 2008 ..... 67.74020300 November 2014 ... 27.89993481
September 2008 .. 67.29928869 December 2014 ... 27.53396484
October 2008 .... 66.83791706 January 2015 .... 27.17227933
November 2008 ... 66.35785191 February 2015 ... 26.81483056
December 2008 ... 65.86074680 March 2015 ...... 26.46157130
January 2009 .... 65.34815162 April 2015 ...... 26.11245482
February 2009 ... 64.82151883 May 2015 ........ 25.76743490
March 2009 ...... 64.28220910 June 2015 ....... 25.42646586
April 2009 ...... 63.73149690 July 2015 ....... 25.08950249
May 2009 ........ 63.17057558 August 2015 ..... 24.75650005
June 2009 ....... 62.60056220 September 2015 .. 24.42741433
July 2009 ....... 62.02250209 October 2015 .... 24.10220159
August 2009 ..... 61.42279221 November 2015 ... 23.78081856
September 2009 .. 60.81769798 December 2015 ... 23.46322243
October 2009 .... 60.20804822 January 2016 .... 23.14937086
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule VI Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
February 2016 ... 22.83922200% May 2022 ........ 7.62733991%
March 2016 ...... 22.53273442 June 2022 ....... 7.50477525
April 2016 ...... 22.22986718 July 2022 ....... 7.38375060
May 2016 ........ 21.93057973 August 2022 ..... 7.26424824
June 2016 ....... 21.63483202 September 2022 .. 7.14625065
July 2016 ....... 21.34258440 October 2022 .... 7.02974052
August 2016 ..... 21.05379767 November 2022 ... 6.91470070
September 2016 .. 20.76843305 December 2022 ... 6.80111425
October 2016 .... 20.48645217 January 2023 .... 6.68896443
November 2016 ... 20.20781713 February 2023 ... 6.57823466
December 2016 ... 19.93249039 March 2023 ...... 6.46890855
January 2017 .... 19.66043483 April 2023 ...... 6.36096990
February 2017 ... 19.39161375 May 2023 ........ 6.25440267
March 2017 ...... 19.12599084 June 2023 ....... 6.14919104
April 2017 ...... 18.86353020 July 2023 ....... 6.04531932
May 2017 ........ 18.60419629 August 2023 ..... 5.94277201
June 2017 ....... 18.34795400 September 2023 .. 5.84153379
July 2017 ....... 18.09476857 October 2023 .... 5.74158948
August 2017 ..... 17.84460566 November 2023 ... 5.64292413
September 2017 .. 17.59743124 December 2023 ... 5.54552288
October 2017 .... 17.35321172 January 2024 .... 5.44937110
November 2017 ... 17.11191384 February 2024 ... 5.35445427
December 2017 ... 16.87350471 March 2024 ...... 5.26075806
January 2018 .... 16.63795180 April 2024 ...... 5.16826832
February 2018 ... 16.40522294 May 2024 ........ 5.07697099
March 2018 ...... 16.17528630 June 2024 ....... 4.98685224
April 2018 ...... 15.94811042 July 2024 ....... 4.89789835
May 2018 ........ 15.72366417 August 2024 ..... 4.81009575
June 2018 ....... 15.50191676 September 2024 .. 4.72343105
July 2018 ....... 15.28283773 October 2024 .... 4.63789099
August 2018 ..... 15.06639698 November 2024 ... 4.55346247
September 2018 .. 14.85256470 December 2024 ... 4.47013250
October 2018 .... 14.64131146 January 2025 .... 4.38788828
November 2018 ... 14.43260809 February 2025 ... 4.30671712
December 2018 ... 14.22642580 March 2025 ...... 4.22660650
January 2019 .... 14.02273606 April 2025 ...... 4.14754403
February 2019 ... 13.82151069 May 2025 ........ 4.06951742
March 2019 ...... 13.62272181 June 2025 ....... 3.99251458
April 2019 ...... 13.42634184 July 2025 ....... 3.91652349
May 2019 ........ 13.23234350 August 2025 ..... 3.84153233
June 2019 ....... 13.04069982 September 2025 .. 3.76752937
July 2019 ....... 12.85138413 October 2025 .... 3.69450301
August 2019 ..... 12.66437003 November 2025 ... 3.62244181
September 2019 .. 12.47963144 December 2025 ... 3.55133440
October 2019 .... 12.29714254 January 2026 .... 3.48116961
November 2019 ... 12.11687779 February 2026 ... 3.41193633
December 2019 ... 11.93881195 March 2026 ...... 3.34362363
January 2020 .... 11.76292007 April 2026 ...... 3.27622066
February 2020 ... 11.58917743 May 2026 ........ 3.20971671
March 2020 ...... 11.41755960 June 2026 ....... 3.14410117
April 2020 ...... 11.24804247 July 2026 ....... 3.07936358
May 2020 ........ 11.08060210 August 2026 ..... 3.01549358
June 2020 ....... 10.91521489 September 2026 .. 2.95248094
July 2020 ....... 10.75185745 October 2026 .... 2.89031550
August 2020 ..... 10.59050670 November 2026 ... 2.82898727
September 2020 .. 10.43113974 December 2026 ... 2.76848632
October 2020 .... 10.27373401 January 2027 .... 2.70880289
November 2020 ... 10.11826713 February 2027 ... 2.64992729
December 2020 ... 9.96471699 March 2027 ...... 2.59184993
January 2021 .... 9.81306172 April 2027 ...... 2.53456137
February 2021 ... 9.66327970 May 2027 ........ 2.47805222
March 2021 ...... 9.51534954 June 2027 ....... 2.42231324
April 2021 ...... 9.36925008 July 2027 ....... 2.36733527
May 2021 ........ 9.22496041 August 2027 ..... 2.31310928
June 2021 ....... 9.08245983 September 2027 .. 2.25962631
July 2021 ....... 8.94172789 October 2027 .... 2.20687750
August 2021 ..... 8.80274435 November 2027 ... 2.15485412
September 2021 .. 8.66548918 December 2027 ... 2.10354753
October 2021 .... 8.52994262 January 2028 .... 2.05294915
November 2021 ... 8.39608507 February 2028 ... 2.00305054
December 2021 ... 8.26389718 March 2028 ...... 1.95384334
January 2022 .... 8.13335981 April 2028 ...... 1.90531929
February 2022 ... 8.00445401 May 2028 ........ 1.85747020
March 2022 ...... 7.87716108 June 2028 ....... 1.81028799
April 2022 ...... 7.75146248 July 2028 ....... 1.76376469
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule VI Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2028 ..... 1.71789238% January 2031 .... 0.63827957%
September 2028 .. 1.67266325 February 2031 ... 0.60867191
October 2028 .... 1.62806958 March 2031 ...... 0.57951002
November 2028 ... 1.58410374 April 2031 ...... 0.55078838
December 2028 ... 1.54075816 May 2031 ........ 0.52250162
January 2029 .... 1.49802541 June 2031 ....... 0.49464432
February 2029 ... 1.45589806 July 2031 ....... 0.46721122
March 2029 ...... 1.41436886 August 2031 ..... 0.44019705
April 2029 ...... 1.37343058 September 2031 .. 0.41359666
May 2029 ........ 1.33307607 October 2031 .... 0.38740491
June 2029 ....... 1.29329829 November 2031 ... 0.36161674
July 2029 ....... 1.25409027 December 2031 ... 0.33622714
August 2029 ..... 1.21544511 January 2032 .... 0.31123117
September 2029 .. 1.17735599 February 2032 ... 0.28662394
October 2029 .... 1.13981618 March 2032 ...... 0.26240062
November 2029 ... 1.10281900 April 2032 ...... 0.23855640
December 2029 ... 1.06635788 May 2032 ........ 0.21508660
January 2030 .... 1.03042633 June 2032 ....... 0.19198651
February 2030 ... 0.99501786 July 2032 ....... 0.16925153
March 2030 ...... 0.96012613 August 2032 ..... 0.14687710
April 2030 ...... 0.92574483 September 2032 .. 0.12485869
May 2030 ........ 0.89186777 October 2032 .... 0.10319187
June 2030 ....... 0.85848879 November 2032 ... 0.08187220
July 2030 ....... 0.82560179 December 2032 ... 0.06089533
August 2030 ..... 0.79320077 January 2033 .... 0.04025697
September 2030 .. 0.76127976 February 2033 ... 0.01995285
October 2030 .... 0.72983293 March 2033
November 2030 ... 0.69885443 and thereafter 0.00000000
December 2030 ... 0.66833855
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule VII Reduction Amount
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 97.95400091% November 2009 ... 47.00307925%
September 2003 .. 95.97445160 December 2009 ... 46.39876318
October 2003 .... 94.06080106 January 2010 .... 45.79426172
November 2003 ... 92.21248252 February 2010 ... 45.19014343
December 2003 ... 90.42891354 March 2010 ...... 44.58693489
January 2004 .... 88.70949586 April 2010 ...... 43.98512330
February 2004 ... 87.05361549 May 2010 ........ 43.38515890
March 2004 ...... 85.46064266 June 2010 ....... 42.74777992
April 2004 ...... 83.92993191 July 2010 ....... 42.07015455
May 2004 ........ 82.46082219 August 2010 ..... 41.41191444
June 2004 ....... 81.05263692 September 2010 .. 40.76338282
July 2004 ....... 79.70468410 October 2010 .... 40.12442161
August 2004 ..... 78.41625650 November 2010 ... 39.49489463
September 2004 .. 77.18663182 December 2010 ... 38.87466761
October 2004 .... 76.01507283 January 2011 .... 38.26360812
November 2004 ... 74.90082767 February 2011 ... 37.66158564
December 2004 ... 73.84313005 March 2011 ...... 37.06847141
January 2005 .... 72.84119950 April 2011 ...... 36.48413848
February 2005 ... 71.89424168 May 2011 ........ 35.90846166
March 2005 ...... 71.00144868 June 2011 ....... 35.34131753
April 2005 ...... 70.16199936 July 2011 ....... 34.78258437
May 2005 ........ 69.37505964 August 2011 ..... 34.24046190
June 2005 ....... 68.63978297 September 2011 .. 33.70632348
July 2005 ....... 67.95531065 October 2011 .... 33.18005533
August 2005 ..... 67.32077223 November 2011 ... 32.66154522
September 2005 .. 66.73528603 December 2011 ... 32.15068255
October 2005 .... 66.19795946 January 2012 .... 31.64735820
November 2005 ... 65.70788958 February 2012 ... 31.15146460
December 2005 ... 65.23433178 March 2012 ...... 30.66289571
January 2006 .... 64.77699395 April 2012 ...... 30.18154696
February 2006 ... 64.33411599 May 2012 ........ 29.70731520
March 2006 ...... 63.90544387 June 2012 ....... 29.24009877
April 2006 ...... 63.49072732 July 2012 ....... 28.77979744
May 2006 ........ 63.08971987 August 2012 ..... 28.33344487
June 2006 ....... 62.70217879 September 2012 .. 27.89360876
July 2006 ....... 62.32786500 October 2012 .... 27.46019704
August 2006 ..... 61.96654301 November 2012 ... 27.03311888
September 2006 .. 61.61798097 December 2012 ... 26.61228476
October 2006 .... 61.28195047 January 2013 .... 26.19760633
November 2006 ... 60.95822660 February 2013 ... 25.78899654
December 2006 ... 60.64658786 March 2013 ...... 25.38636948
January 2007 .... 60.34681611 April 2013 ...... 24.98964048
February 2007 ... 60.05869654 May 2013 ........ 24.59872604
March 2007 ...... 59.78201763 June 2013 ....... 24.21354378
April 2007 ...... 59.51657101 July 2013 ....... 23.83401253
May 2007 ........ 59.26215159 August 2013 ..... 23.46005219
June 2007 ....... 59.01855733 September 2013 .. 23.09158381
July 2007 ....... 58.78558933 October 2013 .... 22.72852950
August 2007 ..... 58.56305171 November 2013 ... 22.37081248
September 2007 .. 58.35075160 December 2013 ... 22.01835703
October 2007 .... 58.14849907 January 2014 .... 21.67108849
November 2007 ... 57.95610715 February 2014 ... 21.32893323
December 2007 ... 57.77339169 March 2014 ...... 20.99181863
January 2008 .... 57.58030420 April 2014 ...... 20.65967310
February 2008 ... 57.35016954 May 2014 ........ 20.33242604
March 2008 ...... 57.08586182 June 2014 ....... 20.01000785
April 2008 ...... 56.79007674 July 2014 ....... 19.69234985
May 2008 ........ 56.46534206 August 2014 ..... 19.37938437
June 2008 ....... 56.11402768 September 2014 .. 19.07104466
July 2008 ....... 55.73835499 October 2014 .... 18.76726488
August 2008 ..... 55.28649420 November 2014 ... 18.46798013
September 2008 .. 54.81562100 December 2014 ... 18.17312642
October 2008 .... 54.32753737 January 2015 .... 17.88264062
November 2008 ... 53.82392958 February 2015 ... 17.59646052
December 2008 ... 53.30637506 March 2015 ...... 17.31452474
January 2009 .... 52.77634904 April 2015 ...... 17.03677279
February 2009 ... 52.23523057 May 2015 ........ 16.76314499
March 2009 ...... 51.68430836 June 2015 ....... 16.49358249
April 2009 ...... 51.12478618 July 2015 ....... 16.22802731
May 2009 ........ 50.55778801 August 2015 ..... 15.96642225
June 2009 ....... 49.98436284 September 2015 .. 15.70871087
July 2009 ....... 49.40548918 October 2015 .... 15.45483758
August 2009 ..... 48.80854047 November 2015 ... 15.20474753
September 2009 .. 48.20865429 December 2015 ... 14.95838664
October 2009 .... 47.60659662 January 2016 .... 14.71570158
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule VII Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
February 2016 ... 14.47663979% May 2022 ........ 3.89233508%
March 2016 ...... 14.24114943 June 2022 ....... 3.81873457
April 2016 ...... 14.00917936 July 2022 ....... 3.74630784
May 2016 ........ 13.78067920 August 2022 ..... 3.67503754
June 2016 ....... 13.55559922 September 2022 .. 3.60490652
July 2016 ....... 13.33389045 October 2022 .... 3.53589791
August 2016 ..... 13.11550455 November 2022 ... 3.46799504
September 2016 .. 12.90039387 December 2022 ... 3.40118151
October 2016 .... 12.68851144 January 2023 .... 3.33544115
November 2016 ... 12.47981095 February 2023 ... 3.27075801
December 2016 ... 12.27424672 March 2023 ...... 3.20711638
January 2017 .... 12.07177370 April 2023 ...... 3.14450075
February 2017 ... 11.87234752 May 2023 ........ 3.08289586
March 2017 ...... 11.67592437 June 2023 ....... 3.02228667
April 2017 ...... 11.48246109 July 2023 ....... 2.96265831
May 2017 ........ 11.29191511 August 2023 ..... 2.90399618
June 2017 ....... 11.10424449 September 2023 .. 2.84628585
July 2017 ....... 10.91940783 October 2023 .... 2.78951312
August 2017 ..... 10.73736432 November 2023 ... 2.73366399
September 2017 .. 10.55807375 December 2023 ... 2.67872463
October 2017 .... 10.38149646 January 2024 .... 2.62468142
November 2017 ... 10.20759334 February 2024 ... 2.57152098
December 2017 ... 10.03632583 March 2024 ...... 2.51923007
January 2018 .... 9.86765590 April 2024 ...... 2.46779567
February 2018 ... 9.70154608 May 2024 ........ 2.41720492
March 2018 ...... 9.53795941 June 2024 ....... 2.36744517
April 2018 ...... 9.37685947 July 2024 ....... 2.31850392
May 2018 ........ 9.21821031 August 2024 ..... 2.27036889
June 2018 ....... 9.06197650 September 2024 .. 2.22302794
July 2018 ....... 8.90812314 October 2024 .... 2.17646913
August 2018 ..... 8.75661578 November 2024 ... 2.13068069
September 2018 .. 8.60742050 December 2024 ... 2.08565100
October 2018 .... 8.46050380 January 2025 .... 2.04136861
November 2018 ... 8.31583267 February 2025 ... 1.99782226
December 2018 ... 8.17337459 March 2025 ...... 1.95500083
January 2019 .... 8.03309749 April 2025 ...... 1.91289335
February 2019 ... 7.89496972 May 2025 ........ 1.87148904
March 2019 ...... 7.75896013 June 2025 ....... 1.83077726
April 2019 ...... 7.62503795 July 2025 ....... 1.79074751
May 2019 ........ 7.49317287 August 2025 ..... 1.75138946
June 2019 ....... 7.36333501 September 2025 .. 1.71269291
July 2019 ....... 7.23549492 October 2025 .... 1.67464784
August 2019 ..... 7.10962355 November 2025 ... 1.63724433
September 2019 .. 6.98569224 December 2025 ... 1.60047265
October 2019 .... 6.86367279 January 2026 .... 1.56432317
November 2019 ... 6.74353735 February 2026 ... 1.52878643
December 2019 ... 6.62525847 March 2026 ...... 1.49385308
January 2020 .... 6.50880912 April 2026 ...... 1.45951393
February 2020 ... 6.39416259 May 2026 ........ 1.42575992
March 2020 ...... 6.28129260 June 2026 ....... 1.39258208
April 2020 ...... 6.17017324 July 2026 ....... 1.35997163
May 2020 ........ 6.06077894 August 2026 ..... 1.32791990
June 2020 ....... 5.95308449 September 2026 .. 1.29641831
July 2020 ....... 5.84706507 October 2026 .... 1.26545844
August 2020 ..... 5.74269619 November 2026 ... 1.23503198
September 2020 .. 5.63995367 December 2026 ... 1.20513074
October 2020 .... 5.53881376 January 2027 .... 1.17574667
November 2020 ... 5.43925296 February 2027 ... 1.14687180
December 2020 ... 5.34124815 March 2027 ...... 1.11849831
January 2021 .... 5.24477652 April 2027 ...... 1.09061848
February 2021 ... 5.14981558 May 2027 ........ 1.06322468
March 2021 ...... 5.05634319 June 2027 ....... 1.03630941
April 2021 ...... 4.96433746 July 2027 ....... 1.00986531
May 2021 ........ 4.87377690 August 2027 ..... 0.98388508
June 2021 ....... 4.78464024 September 2027 .. 0.95836153
July 2021 ....... 4.69690655 October 2027 .... 0.93328762
August 2021 ..... 4.61055520 November 2027 ... 0.90865637
September 2021 .. 4.52556586 December 2027 ... 0.88446090
October 2021 .... 4.44191844 January 2028 .... 0.86069448
November 2021 ... 4.35959320 February 2028 ... 0.83735039
December 2021 ... 4.27857064 March 2028 ...... 0.81442211
January 2022 .... 4.19883155 April 2028 ...... 0.79190315
February 2022 ... 4.12035699 May 2028 ........ 0.76978711
March 2022 ...... 4.04312828 June 2028 ....... 0.74806773
April 2022 ...... 3.96712703 July 2028 ....... 0.72673881
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule VII Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2028 ..... 0.70579425% January 2031 .... 0.24114205%
September 2028 .. 0.68522802 February 2031 ... 0.22929188
October 2028 .... 0.66503422 March 2031 ...... 0.21767555
November 2028 ... 0.64520700 April 2031 ...... 0.20628929
December 2028 ... 0.62574060 May 2031 ........ 0.19512933
January 2029 .... 0.60662937 June 2031 ....... 0.18419202
February 2029 ... 0.58786770 July 2031 ....... 0.17347375
March 2029 ...... 0.56945012 August 2031 ..... 0.16297091
April 2029 ...... 0.55137117 September 2031 .. 0.15268001
May 2029 ........ 0.53362555 October 2031 .... 0.14259760
June 2029 ....... 0.51620797 November 2031 ... 0.13272025
July 2029 ....... 0.49911324 December 2031 ... 0.12304460
August 2029 ..... 0.48233628 January 2032 .... 0.11356737
September 2029 .. 0.46587202 February 2032 ... 0.10428526
October 2029 .... 0.44971553 March 2032 ...... 0.09519508
November 2029 ... 0.43386191 April 2032 ...... 0.08629367
December 2029 ... 0.41830633 May 2032 ........ 0.07757792
January 2030 .... 0.40304409 June 2032 ....... 0.06904474
February 2030 ... 0.38807048 July 2032 ....... 0.06069113
March 2030 ...... 0.37338091 August 2032 ..... 0.05251412
April 2030 ...... 0.35897085 September 2032 .. 0.04451076
May 2030 ........ 0.34483582 October 2032 .... 0.03667816
June 2030 ....... 0.33097142 November 2032 ... 0.02901350
July 2030 ....... 0.31737331 December 2032 ... 0.02151396
August 2030 ..... 0.30403724 January 2033 .... 0.01417680
September 2030 .. 0.29095897 February 2033 ... 0.00699927
October 2030 .... 0.27813438 March 2033
November 2030 ... 0.26555936 and thereafter 0.00000000
December 2030 ... 0.25322990
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule VIII Reduction Amount
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 97.32403505% November 2009 ... 33.53533575%
September 2003 .. 94.73527092 December 2009 ... 32.99107616
October 2003 .... 92.23265294 January 2010 .... 32.44871819
November 2003 ... 89.81512152 February 2010 ... 31.90874555
December 2003 ... 87.48161185 March 2010 ...... 31.37160207
January 2004 .... 85.23105374 April 2010 ...... 30.83769438
February 2004 ... 83.06237131 May 2010 ........ 30.30739423
March 2004 ...... 80.97448292 June 2010 ....... 29.74136340
April 2004 ...... 78.96630095 July 2010 ....... 29.13669558
May 2004 ........ 77.03673169 August 2010 ..... 28.55530779
June 2004 ....... 75.18467528 September 2010 .. 27.98500836
July 2004 ....... 73.40902562 October 2010 .... 27.42559224
August 2004 ..... 71.70867031 November 2010 ... 26.87685806
September 2004 .. 70.08249069 December 2010 ... 26.33860812
October 2004 .... 68.52936183 January 2011 .... 25.81064830
November 2004 ... 67.04815256 February 2011 ... 25.29278798
December 2004 ... 65.63772558 March 2011 ...... 24.78484003
January 2005 .... 64.29693750 April 2011 ...... 24.28662071
February 2005 ... 63.02463903 May 2011 ........ 23.79794959
March 2005 ...... 61.81967505 June 2011 ....... 23.31864955
April 2005 ...... 60.68088488 July 2011 ....... 22.84854666
May 2005 ........ 59.60710236 August 2011 ..... 22.39758723
June 2005 ....... 58.59715616 September 2011 .. 21.95520134
July 2005 ....... 57.64986997 October 2011 .... 21.52123006
August 2005 ..... 56.76406277 November 2011 ... 21.09551737
September 2005 .. 55.93854918 December 2011 ... 20.67791004
October 2005 .... 55.17213966 January 2012 .... 20.26825769
November 2005 ... 54.46364092 February 2012 ... 19.86641265
December 2005 ... 53.78202447 March 2012 ...... 19.47222995
January 2006 .... 53.12672061 April 2012 ...... 19.08556725
February 2006 ... 52.49569798 May 2012 ........ 18.70628484
March 2006 ...... 51.88843722 June 2012 ....... 18.33424554
April 2006 ...... 51.30442877 July 2012 ....... 17.96931465
May 2006 ........ 50.74317273 August 2012 ..... 17.61970624
June 2006 ....... 50.20417855 September 2012 .. 17.27664822
July 2006 ....... 49.68696501 October 2012 .... 16.94002071
August 2006 ..... 49.19105997 November 2012 ... 16.60970597
September 2006 .. 48.71600021 December 2012 ... 16.28558839
October 2006 .... 48.26133128 January 2013 .... 15.96755445
November 2006 ... 47.82660738 February 2013 ... 15.65549269
December 2006 ... 47.41139111 March 2013 ...... 15.34929363
January 2007 .... 47.01525343 April 2013 ...... 15.04884979
February 2007 ... 46.63777340 May 2013 ........ 14.75405561
March 2007 ...... 46.27853814 June 2013 ....... 14.46480747
April 2007 ...... 45.93714259 July 2013 ....... 14.18100357
May 2007 ........ 45.61318944 August 2013 ..... 13.90254398
June 2007 ....... 45.30628892 September 2013 .. 13.62933058
July 2007 ....... 45.01605874 October 2013 .... 13.36126703
August 2007 ..... 44.74212389 November 2013 ... 13.09825867
September 2007 .. 44.48411656 December 2013 ... 12.84021261
October 2007 .... 44.24167595 January 2014 .... 12.58703765
November 2007 ... 44.01444821 February 2014 ... 12.33864417
December 2007 ... 43.80208626 March 2014 ...... 12.09494423
January 2008 .... 43.58438248 April 2014 ...... 11.85585147
February 2008 ... 43.33450634 May 2014 ........ 11.62128107
March 2008 ...... 43.05518032 June 2014 ....... 11.39114977
April 2008 ...... 42.74895197 July 2014 ....... 11.16537579
May 2008 ........ 42.41820450 August 2014 ..... 10.94387885
June 2008 ....... 42.06516669 September 2014 .. 10.72658014
July 2008 ....... 41.69192216 October 2014 .... 10.51340223
August 2008 ..... 41.25132392 November 2014 ... 10.30426914
September 2008 .. 40.79553998 December 2014 ... 10.09910622
October 2008 .... 40.32624466 January 2015 .... 9.89784022
November 2008 ... 39.84499966 February 2015 ... 9.70039918
December 2008 ... 39.35326090 March 2015 ...... 9.50671248
January 2009 .... 38.85238506 April 2015 ...... 9.31671074
February 2009 ... 38.34363551 May 2015 ........ 9.13032587
March 2009 ...... 37.82818812 June 2015 ....... 8.94749099
April 2009 ...... 37.30713664 July 2015 ....... 8.76814047
May 2009 ........ 36.78149771 August 2015 ..... 8.59220984
June 2009 ....... 36.25221562 September 2015 .. 8.41963579
July 2009 ....... 35.72016682 October 2015 .... 8.25035622
August 2009 ..... 35.17403230 November 2015 ... 8.08431006
September 2009 .. 34.62740968 December 2015 ... 7.92143746
October 2009 .... 34.08097081 January 2016 .... 7.76167957
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule VIII Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
February 2016 ... 7.60497865% May 2022 ........ 1.51286571%
March 2016 ...... 7.45127802 June 2022 ....... 1.47830840
April 2016 ...... 7.30052198 July 2022 ....... 1.44445642
May 2016 ........ 7.15265590 August 2022 ..... 1.41129618
June 2016 ....... 7.00762611 September 2022 .. 1.37881434
July 2016 ....... 6.86537993 October 2022 .... 1.34699785
August 2016 ..... 6.72586564 November 2022 ... 1.31583384
September 2016 .. 6.58903245 December 2022 ... 1.28530971
October 2016 .... 6.45483051 January 2023 .... 1.25541308
November 2016 ... 6.32321085 February 2023 ... 1.22613183
December 2016 ... 6.19412542 March 2023 ...... 1.19745405
January 2017 .... 6.06752705 April 2023 ...... 1.16936804
February 2017 ... 5.94336942 May 2023 ........ 1.14186233
March 2017 ...... 5.82160703 June 2023 ....... 1.11492568
April 2017 ...... 5.70219524 July 2023 ....... 1.08854704
May 2017 ........ 5.58509022 August 2023 ..... 1.06271556
June 2017 ....... 5.47024894 September 2023 .. 1.03742061
July 2017 ....... 5.35762914 October 2023 .... 1.01265177
August 2017 ..... 5.24718935 November 2023 ... 0.98839877
September 2017 .. 5.13888885 December 2023 ... 0.96465159
October 2017 .... 5.03268766 January 2024 .... 0.94140035
November 2017 ... 4.92854653 February 2024 ... 0.91863538
December 2017 ... 4.82642695 March 2024 ...... 0.89634719
January 2018 .... 4.72629107 April 2024 ...... 0.87452645
February 2018 ... 4.62810178 May 2024 ........ 0.85316404
March 2018 ...... 4.53182262 June 2024 ....... 0.83225099
April 2018 ...... 4.43741780 July 2024 ....... 0.81177849
May 2018 ........ 4.34485218 August 2024 ..... 0.79173790
June 2018 ....... 4.25409128 September 2024 .. 0.77212075
July 2018 ....... 4.16510127 October 2024 .... 0.75291874
August 2018 ..... 4.07784886 November 2024 ... 0.73412371
September 2018 .. 3.99230146 December 2024 ... 0.71572765
October 2018 .... 3.90842704 January 2025 .... 0.69772272
November 2018 ... 3.82619414 February 2025 ... 0.68010119
December 2018 ... 3.74557191 March 2025 ...... 0.66285554
January 2019 .... 3.66653004 April 2025 ...... 0.64597834
February 2019 ... 3.58903879 May 2025 ........ 0.62946230
March 2019 ...... 3.51306898 June 2025 ....... 0.61330029
April 2019 ...... 3.43859192 July 2025 ....... 0.59748532
May 2019 ........ 3.36557948 August 2025 ..... 0.58201052
June 2019 ....... 3.29400406 September 2025 .. 0.56686913
July 2019 ....... 3.22383852 October 2025 .... 0.55205454
August 2019 ..... 3.15505628 November 2025 ... 0.53756029
September 2019 .. 3.08763121 December 2025 ... 0.52337999
October 2019 .... 3.02153765 January 2026 .... 0.50950740
November 2019 ... 2.95675045 February 2026 ... 0.49593640
December 2019 ... 2.89324488 March 2026 ...... 0.48266098
January 2020 .... 2.83099671 April 2026 ...... 0.46967524
February 2020 ... 2.76998213 May 2026 ........ 0.45697341
March 2020 ...... 2.71017775 June 2026 ....... 0.44454982
April 2020 ...... 2.65156067 July 2026 ....... 0.43239888
May 2020 ........ 2.59410834 August 2026 ..... 0.42051516
June 2020 ....... 2.53779871 September 2026 .. 0.40889329
July 2020 ....... 2.48261003 October 2026 .... 0.39752803
August 2020 ..... 2.42852105 November 2026 ... 0.38641422
September 2020 .. 2.37551087 December 2026 ... 0.37554680
October 2020 .... 2.32355896 January 2027 .... 0.36492082
November 2020 ... 2.27264521 February 2027 ... 0.35453141
December 2020 ... 2.22274985 March 2027 ...... 0.34437382
January 2021 .... 2.17385346 April 2027 ...... 0.33444334
February 2021 ... 2.12593704 May 2027 ........ 0.32473542
March 2021 ...... 2.07898190 June 2027 ....... 0.31524552
April 2021 ...... 2.03296970 July 2027 ....... 0.30596925
May 2021 ........ 1.98788241 August 2027 ..... 0.29690228
June 2021 ....... 1.94370241 September 2027 .. 0.28804036
July 2021 ....... 1.90041233 October 2027 .... 0.27937932
August 2021 ..... 1.85799517 November 2027 ... 0.27091507
September 2021 .. 1.81643421 December 2027 ... 0.26264361
October 2021 .... 1.77571309 January 2028 .... 0.25456101
November 2021 ... 1.73581568 February 2028 ... 0.24666342
December 2021 ... 1.69672624 March 2028 ...... 0.23894707
January 2022 .... 1.65842923 April 2028 ...... 0.23140821
February 2022 ... 1.62090946 May 2028 ........ 0.22404325
March 2022 ...... 1.58415201 June 2028 ....... 0.21684862
April 2022 ...... 1.54814221 July 2028 ....... 0.20982079
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule VIII Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2028 ..... 0.20295637% January 2031 .... 0.06170614%
September 2028 .. 0.19625198 February 2031 ... 0.05843772
October 2028 .... 0.18970432 March 2031 ...... 0.05525387
November 2028 ... 0.18331015 April 2031 ...... 0.05215280
December 2028 ... 0.17706632 May 2031 ........ 0.04913271
January 2029 .... 0.17096971 June 2031 ....... 0.04619185
February 2029 ... 0.16501726 July 2031 ....... 0.04332851
March 2029 ...... 0.15920601 August 2031 ..... 0.04054099
April 2029 ...... 0.15353299 September 2031 .. 0.03782766
May 2029 ........ 0.14799536 October 2031 .... 0.03518690
June 2029 ....... 0.14259028 November 2031 ... 0.03261712
July 2029 ....... 0.13731498 December 2031 ... 0.03011677
August 2029 ..... 0.13216677 January 2032 .... 0.02768435
September 2029 .. 0.12714299 February 2032 ... 0.02531834
October 2029 .... 0.12224102 March 2032 ...... 0.02301730
November 2029 ... 0.11745832 April 2032 ...... 0.02077980
December 2029 ... 0.11279238 May 2032 ........ 0.01860442
January 2030 .... 0.10824075 June 2032 ....... 0.01648980
February 2030 ... 0.10380101 July 2032 ....... 0.01443459
March 2030 ...... 0.09947081 August 2032 ..... 0.01243746
April 2030 ...... 0.09524783 September 2032 .. 0.01049713
May 2030 ........ 0.09112982 October 2032 .... 0.00861234
June 2030 ....... 0.08711452 November 2032 ... 0.00678183
July 2030 ....... 0.08319978 December 2032 ... 0.00500440
August 2030 ..... 0.07938346 January 2033 .... 0.00327885
September 2030 .. 0.07566345 February 2033 ... 0.00160401
October 2030 .... 0.07203771 March 2033
November 2030 ... 0.06850422 and thereafter 0.00000000
December 2030 ... 0.06506101
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule IX Reduction Amount
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2003 ..... 97.16209158% November 2009 ... 30.68427307%
September 2003 .. 94.41752265 December 2009 ... 30.16042405
October 2003 .... 91.76506690 January 2010 .... 29.63883345
November 2003 ... 89.20349734 February 2010 ... 29.11996383
December 2003 ... 86.73158586 March 2010 ...... 28.60423856
January 2004 .... 84.34810302 April 2010 ...... 28.09204443
February 2004 ... 82.05181762 May 2010 ........ 27.58373400
March 2004 ...... 79.84149650 June 2010 ....... 27.03995044
April 2004 ...... 77.71590436 July 2010 ....... 26.45776947
May 2004 ........ 75.67380341 August 2010 ..... 25.89966970
June 2004 ....... 73.71395330 September 2010 .. 25.35283898
July 2004 ....... 71.83511101 October 2010 .... 24.81705651
August 2004 ..... 70.03603055 November 2010 ... 24.29210571
September 2004 .. 68.31546308 December 2010 ... 23.77777421
October 2004 .... 66.67215673 January 2011 .... 23.27385366
November 2004 ... 65.10485658 February 2011 ... 22.78013977
December 2004 ... 63.61230470 March 2011 ...... 22.29643214
January 2005 .... 62.19324010 April 2011 ...... 21.82253423
February 2005 ... 60.84639890 May 2011 ........ 21.35825330
March 2005 ...... 59.57051428 June 2011 ....... 20.90340032
April 2005 ...... 58.36431664 July 2011 ....... 20.45778986
May 2005 ........ 57.22653377 August 2011 ..... 20.03177816
June 2005 ....... 56.15589090 September 2011 .. 19.61433678
July 2005 ....... 55.15111101 October 2011 .... 19.20529739
August 2005 ..... 54.21091488 November 2011 ... 18.80449494
September 2005 .. 53.33402148 December 2011 ... 18.41176751
October 2005 .... 52.51914808 January 2012 .... 18.02695632
November 2005 ... 51.76501060 February 2012 ... 17.64990570
December 2005 ... 51.04049210 March 2012 ...... 17.28046295
January 2006 .... 50.34493679 April 2012 ...... 16.91847833
February 2006 ... 49.67622930 May 2012 ........ 16.56380500
March 2006 ...... 49.03376862 June 2012 ....... 16.21629897
April 2006 ...... 48.41696558 July 2012 ....... 15.87581900
May 2006 ........ 47.82524273 August 2012 ..... 15.55083457
June 2006 ....... 47.25803411 September 2012 .. 15.23228091
July 2006 ....... 46.71478495 October 2012 .... 14.92003352
August 2006 ..... 46.19495157 November 2012 ... 14.61397022
September 2006 .. 45.69800110 December 2012 ... 14.31397122
October 2006 .... 45.22341126 January 2013 .... 14.01991896
November 2006 ... 44.77067024 February 2013 ... 13.73169817
December 2006 ... 44.33927638 March 2013 ...... 13.44919575
January 2007 .... 43.92873813 April 2013 ...... 13.17230079
February 2007 ... 43.53857365 May 2013 ........ 12.90090449
March 2007 ...... 43.16831086 June 2013 ....... 12.63490010
April 2007 ...... 42.81748706 July 2013 ....... 12.37418295
May 2007 ........ 42.48564885 August 2013 ..... 12.11865036
June 2007 ....... 42.17235196 September 2013 .. 11.86820161
July 2007 ....... 41.87716099 October 2013 .... 11.62273788
August 2007 ..... 41.59964934 November 2013 ... 11.38216230
September 2007 .. 41.33939897 December 2013 ... 11.14637982
October 2007 .... 41.09600026 January 2014 .... 10.91529719
November 2007 ... 40.86905188 February 2014 ... 10.68882297
December 2007 ... 40.65816058 March 2014 ...... 10.46686748
January 2008 .... 40.44307384 April 2014 ...... 10.24934272
February 2008 ... 40.19691750 May 2014 ........ 10.03616243
March 2008 ...... 39.92237161 June 2014 ....... 9.82724195
April 2008 ...... 39.62194250 July 2014 ....... 9.62249827
May 2008 ........ 39.29797328 August 2014 ..... 9.42184997
June 2008 ....... 38.95265381 September 2014 .. 9.22521719
July 2008 ....... 38.58802985 October 2014 .... 9.03252158
August 2008 ..... 38.15815599 November 2014 ... 8.84368635
September 2008 .. 37.71390912 December 2014 ... 8.65863611
October 2008 .... 37.25692900 January 2015 .... 8.47729695
November 2008 ... 36.78874375 February 2015 ... 8.29959640
December 2008 ... 36.31077675 March 2015 ...... 8.12546335
January 2009 .... 35.82435299 April 2015 ...... 7.95482809
February 2009 ... 35.33070513 May 2015 ........ 7.78762218
March 2009 ...... 34.83097928 June 2015 ....... 7.62377858
April 2009 ...... 34.32624020 July 2015 ....... 7.46323150
May 2009 ........ 33.81747647 August 2015 ..... 7.30591638
June 2009 ....... 33.30560512 September 2015 .. 7.15176997
July 2009 ....... 32.79147618 October 2015 .... 7.00073018
August 2009 ..... 32.26410006 November 2015 ... 6.85273616
September 2009 .. 31.73668405 December 2015 ... 6.70772817
October 2009 .... 31.20987611 January 2016 .... 6.56564768
Scheduled Principal Balances
as Percentages of Initial Aggregate Principal Balance
Aggregate Schedule IX Reduction Amount (Continued)
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
February 2016 ... 6.42643728% May 2022 ........ 1.18291142%
March 2016 ...... 6.29004060 June 2022 ....... 1.15469492
April 2016 ...... 6.15640244 July 2022 ....... 1.12708590
May 2016 ........ 6.02546862 August 2022 ..... 1.10007197
June 2016 ....... 5.89718600 September 2022 .. 1.07364102
July 2016 ....... 5.77150249 October 2022 .... 1.04778111
August 2016 ..... 5.64836698 November 2022 ... 1.02248058
September 2016 .. 5.52772935 December 2022 ... 0.99772800
October 2016 .... 5.40954047 January 2023 .... 0.97351215
November 2016 ... 5.29375213 February 2023 ... 0.94982205
December 2016 ... 5.18031704 March 2023 ...... 0.92664693
January 2017 .... 5.06918886 April 2023 ...... 0.90397622
February 2017 ... 4.96032213 May 2023 ........ 0.88179956
March 2017 ...... 4.85367226 June 2023 ....... 0.86010683
April 2017 ...... 4.74919553 July 2023 ....... 0.83888807
May 2017 ........ 4.64684906 August 2023 ..... 0.81813355
June 2017 ....... 4.54659079 September 2023 .. 0.79783370
July 2017 ....... 4.44837949 October 2023 .... 0.77797915
August 2017 ..... 4.35217473 November 2023 ... 0.75856074
September 2017 .. 4.25793684 December 2023 ... 0.73956949
October 2017 .... 4.16562692 January 2024 .... 0.72099654
November 2017 ... 4.07520686 February 2024 ... 0.70283328
December 2017 ... 3.98663925 March 2024 ...... 0.68507125
January 2018 .... 3.89988741 April 2024 ...... 0.66770211
February 2018 ... 3.81491537 May 2024 ........ 0.65071776
March 2018 ...... 3.73168787 June 2024 ....... 0.63411022
April 2018 ...... 3.65017033 July 2024 ....... 0.61787166
May 2018 ........ 3.57032885 August 2024 ..... 0.60199445
June 2018 ....... 3.49213013 September 2024 .. 0.58647106
July 2018 ....... 3.41554160 October 2024 .... 0.57129413
August 2018 ..... 3.34053128 November 2024 ... 0.55645647
September 2018 .. 3.26706779 December 2024 ... 0.54195103
October 2018 .... 3.19512039 January 2025 .... 0.52777085
November 2018 ... 3.12465893 February 2025 ... 0.51390916
December 2018 ... 3.05565385 March 2025 ...... 0.50035932
January 2019 .... 2.98807616 April 2025 ...... 0.48711481
February 2019 ... 2.92189742 May 2025 ........ 0.47416924
March 2019 ...... 2.85708977 June 2025 ....... 0.46151636
April 2019 ...... 2.79362588 July 2025 ....... 0.44915001
May 2019 ........ 2.73147895 August 2025 ..... 0.43706423
June 2019 ....... 2.67062268 September 2025 .. 0.42525310
July 2019 ....... 2.61103132 October 2025 .... 0.41371086
August 2019 ..... 2.55267958 November 2025 ... 0.40243185
September 2019 .. 2.49554273 December 2025 ... 0.39141053
October 2019 .... 2.43959646 January 2026 .... 0.38064149
November 2019 ... 2.38481694 February 2026 ... 0.37011938
December 2019 ... 2.33118084 March 2026 ...... 0.35983902
January 2020 .... 2.27866524 April 2026 ...... 0.34979527
February 2020 ... 2.22724772 May 2026 ........ 0.33998315
March 2020 ...... 2.17690624 June 2026 ....... 0.33039776
April 2020 ...... 2.12761923 July 2026 ....... 0.32103428
May 2020 ........ 2.07936553 August 2026 ..... 0.31188801
June 2020 ....... 2.03212439 September 2026 .. 0.30295434
July 2020 ....... 1.98587548 October 2026 .... 0.29422875
August 2020 ..... 1.94059885 November 2026 ... 0.28570680
September 2020 .. 1.89627495 December 2026 ... 0.27738417
October 2020 .... 1.85288459 January 2027 .... 0.26925662
November 2020 ... 1.81040899 February 2027 ... 0.26131996
December 2020 ... 1.76882974 March 2027 ...... 0.25357013
January 2021 .... 1.72812874 April 2027 ...... 0.24600312
February 2021 ... 1.68828830 May 2027 ........ 0.23861503
March 2021 ...... 1.64929105 June 2027 ....... 0.23140200
April 2021 ...... 1.61111996 July 2027 ....... 0.22436032
May 2021 ........ 1.57375835 August 2027 ..... 0.21748625
June 2021 ....... 1.53718986 September 2027 .. 0.21077624
July 2021 ....... 1.50139843 October 2027 .... 0.20422671
August 2021 ..... 1.46636834 November 2027 ... 0.19783424
September 2021 .. 1.43208418 December 2027 ... 0.19159541
October 2021 .... 1.39853082 January 2028 .... 0.18550691
November 2021 ... 1.36569347 February 2028 ... 0.17956550
December 2021 ... 1.33355757 March 2028 ...... 0.17376798
January 2022 .... 1.30210891 April 2028 ...... 0.16811122
February 2022 ... 1.27133350 May 2028 ........ 0.16259219
March 2022 ...... 1.24121770 June 2028 ....... 0.15720787
April 2022 ...... 1.21174805 July 2028 ....... 0.15195534
Percentage of Percentage of
Initial Aggregate Initial Aggregate
Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- -----------------
August 2028 ..... 0.14683172% January 2031 .... 0.04331731%
September 2028 .. 0.14183421 February 2031 ... 0.04098009
October 2028 .... 0.13696004 March 2031 ...... 0.03870694
November 2028 ... 0.13220652 April 2031 ...... 0.03649636
December 2028 ... 0.12757101 May 2031 ........ 0.03434695
January 2029 .... 0.12305091 June 2031 ....... 0.03225729
February 2029 ... 0.11864368 July 2031 ....... 0.03022599
March 2029 ...... 0.11434685 August 2031 ..... 0.02825172
April 2029 ...... 0.11015797 September 2031 .. 0.02633316
May 2029 ........ 0.10607469 October 2031 .... 0.02446902
June 2029 ....... 0.10209464 November 2031 ... 0.02265802
July 2029 ....... 0.09821556 December 2031 ... 0.02089896
August 2029 ..... 0.09443521 January 2032 .... 0.01919060
September 2029 .. 0.09075138 February 2032 ... 0.01753176
October 2029 .... 0.08716196 March 2032 ...... 0.01592129
November 2029 ... 0.08366482 April 2032 ...... 0.01435806
December 2029 ... 0.08025791 May 2032 ........ 0.01284095
January 2030 .... 0.07693921 June 2032 ....... 0.01136886
February 2030 ... 0.07370677 July 2032 ....... 0.00994076
March 2030 ...... 0.07055862 August 2032 ..... 0.00855559
April 2030 ...... 0.06749292 September 2032 .. 0.00721234
May 2030 ........ 0.06450777 October 2032 .... 0.00591000
June 2030 ....... 0.06160137 November 2032 ... 0.00464761
July 2030 ....... 0.05877196 December 2032 ... 0.00342422
August 2030 ..... 0.05601780 January 2033 .... 0.00223887
September 2030 .. 0.05333718 February 2033 ... 0.00109069
October 2030 .... 0.05072843 March 2033
November 2030 ... 0.04818993 and thereafter 0.00000000
December 2030 ... 0.04572008
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the applicable Subordination Depletion Date, (x)
the Group I-A Non-PO Principal Distribution Amount shall be distributed among
the Classes of Group I-A Certificates, and (y) the Group II-A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Group II-A
Certificates pro rata in accordance with their outstanding Principal Balances
without regard to either the proportions or the priorities set forth in Section
4.01(b)(i) and (ii).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates of a Group are eligible to receive distributions of principal with
respect to any Distribution Date, the following tests shall apply:
(A) (i) if the Current Class I-B-1 Fractional Interest is less than
the Original Class I-B-1 Fractional Interest and the Class I-B-1 Principal
Balance is greater than zero, the Class I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5 and Class I-B-6 Certificates shall not be eligible to receive
distributions of principal; or
(ii) if the Current Class II-B-1 Fractional Interest is less than
the Original Class II-B-1 Fractional Interest and the Class II-B-1
Principal Balance is greater than zero, the Class II-B-2, Class II-B-3,
Class II-B-4, Class II-B-5 and Class II-B-6 Certificates shall not be
eligible to receive distributions of principal; or
(B) (i) if the Current Class I-B-2 Fractional Interest is less than
the Original Class I-B-2 Fractional Interest and the Class I-B-2 Principal
Balance is greater than zero, the Class I-B-3, Class I-B-4, Class I-B-5
and Class I-B-6 Certificates shall not be eligible to receive
distributions of principal; or
(ii) if the Current Class II-B-2 Fractional Interest is less than
the Original Class II-B-2 Fractional Interest and the Class II-B-2
Principal Balance is greater than zero, the Class II-B-3, Class II-B-4,
Class II-B-5 and Class II-B-6 Certificates shall not be eligible to
receive distributions of principal; or
(C) (i) if the Current Class I-B-3 Fractional Interest is less than
the Original Class I-B-3 Fractional Interest and the Class I-B-3 Principal
Balance is greater than zero, the Class I-B-4, Class I-B-5 and Class I-B-6
Certificates shall not be eligible to receive distributions of principal;
or
(ii) if the Current Class II-B-3 Fractional Interest is less than
the Original Class II-B-3 Fractional Interest and the Class II-B-3
Principal Balance is greater than zero, the Class II-B-4, Class II-B-5 and
Class II-B-6 Certificates shall not be eligible to receive distributions
of principal; or
(D) (i) if the Current Class I-B-4 Fractional Interest is less than
the Original Class I-B-4 Fractional Interest and the Class I-B-4 Principal
Balance is greater than zero, the Class I-B-5 and Class I-B-6 Certificates
shall not be eligible to receive distributions of principal; or
(ii) if the Current Class II-B-4 Fractional Interest is less than
the Original Class II-B-4 Fractional Interest and the Class II-B-4
Principal Balance is greater than zero, the Class II-B-5 and Class II-B-6
Certificates shall not be eligible to receive distributions of principal;
or
(E) (i) if the Current Class I-B-5 Fractional Interest is less than
the Original Class I-B-5 Fractional Interest and the Class I-B-5 Principal
Balance is greater than zero, the Class I-B-6 Certificates shall not be
eligible to receive distributions of principal; or
(ii) if the Current Class II-B-5 Fractional Interest is less than
the Original Class II-B-5 Fractional Interest and the Class II-B-5
Principal Balance is greater than zero, the Class II-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 of a
Group entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates of such Group entitled to
receive distributions of principal below zero, first the Group I Class B
Prepayment Percentage or the Group II Class B Prepayment Percentage, as the case
may be, of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class of such Group with the lowest numerical Class
designation and then, if necessary, the Group I Class B Percentage or Group II
Class B Percentage, as the case may be, 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 Group I Class B Prepayment Percentages or the Group II
Class B Prepayment Percentages, as the case may be, and the Group I Class B
Percentages or the Group II Class B Percentages, as the case may be, of the
remaining Classes of Class B Certificates in the related Group will be
recomputed substituting for the Group I Subordinated Prepayment Percentage or
Group II Subordinated Prepayment Percentage, as the case may be, and Group I
Subordinated Percentage or Group II Subordinated Percentage, as the case may be,
in such computations the difference between (A) the Group I Subordinated
Prepayment Percentage or Group II Subordinated Prepayment Percentage, as the
case may be, or Group I Subordinated Percentage or Group II 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 of such Group to zero; provided,
however, that if the Principal Balances of all the Classes of Class B
Certificates in the related Group eligible to receive distributions of principal
shall be reduced to zero on such Distribution Date, the Group I Class B
Prepayment Percentage or Group II Class B Prepayment Percentage, as the case may
be, and Group I Class B Percentage or Group II Class B Percentage, as the case
may be, of the Class of Class B Certificates in such Group 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 Group I Subordinated Prepayment Percentage or Group II
Subordinated Prepayment Percentage, as applicable for such Distribution Date
minus the sum of the Group I Class B Prepayment Percentages or Group II Class B
Prepayment Percentages of the Classes of Class B Certificates in such Group
having lower numerical Class designations, if any, and the remainder of the
Group I Subordinated Percentage or Group II Subordinated Percentage, as the case
may be, for such Distribution Date minus the sum of the Group I Class B
Percentages or Group II Class B Percentages, as applicable of the Classes of
Class B Certificates in such Group 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 Group I Class B Percentage or
Group II Class B Percentage, as applicable or Group II Class B Prepayment
Percentage or Group II Class B Prepayment Percentage, as applicable.
(e) The Trustee 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 I-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 Group I-A Distribution Amount with respect to the Class I-A-LR
Certificate and all other amounts distributable to the Class I-A-LR Certificate.
The Trustee 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 I-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 11.18, 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 I-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 Group I-A Distribution
Amount or Group II-A Distribution Amount, as applicable, with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class I-A-2, Class I-A-R or Class I-A-LR Certificate) or the
Principal Balance of any Class of Class B Certificates would be reduced to zero,
or in the case of the Class I-A-2 Certificates, the Notional Amount would be
reduced to zero, the Master Servicer shall, as soon as practicable after the
Determination Date relating to such Distribution Date, send a notice to the
Trustee. The Trustee 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 Trustee 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) (i) With respect to any Distribution Date, the principal portion
of Realized Losses on the Group I Mortgage Loans (other than Debt Service
Reductions) occurring with respect to Group I Mortgage Loans will be allocated
as follows:
first, to the Class I-B-6 Certificates until the Class I-B-6
Principal Balance has been reduced to zero;
second, to the Class I-B-5 Certificates until the Class I-B-5
Principal Balance has been reduced to zero;
third, to the Class I-B-4 Certificates until the Class I-B-4
Principal Balance has been reduced to zero;
fourth, to the Class I-B-3 Certificates until the Class I-B-3
Principal Balance has been reduced to zero;
fifth, to the Class I-B-2 Certificates until the Class I-B-2
Principal Balance has been reduced to zero;
sixth, to the Class I-B-1 Certificates until the Class I-B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Group I-A Certificates and Class
I-A-PO Component, pro rata, based on the Non-PO Fraction and the PO Fraction of
such Mortgage Loans.
(ii) With respect to any Distribution Date, the principal portion of
Realized Losses on the Group II Mortgage Loans (other than Debt Service
Reductions) occurring with respect to Group II Mortgage Loans will be allocated
as follows:
first, to the Class II-B-6 Certificates until the Class II-B-6
Principal Balance has been reduced to zero;
second, to the Class II-B-5 Certificates until the Class II-B-5
Principal Balance has been reduced to zero;
third, to the Class II-B-4 Certificates until the Class II-B-4
Principal Balance has been reduced to zero;
fourth, to the Class II-B-3 Certificates until the Class II-B-3
Principal Balance has been reduced to zero;
fifth, to the Class II-B-2 Certificates until the Class II-B-2
Principal Balance has been reduced to zero;
sixth, to the Class II-B-1 Certificates until the Class II-B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Group II-A Certificates and Class
II-A-PO Component, pro rata, based on the Non-PO Fraction and the PO Fraction of
such Mortgage Loans.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's or Component's Principal Balance.
(b) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) shall be allocated among the
Certificates of such Class based on their Percentage Interests.
(c) After the Group I-B Principal Balance or Group II-B Principal
Balance has been reduced to zero, the interest portion of Realized Losses
occurring with respect to any Group I Mortgage Loan or Group II Mortgage Loan,
as applicable, will be allocated among the outstanding Classes of Group I-A and
Group II-A Certificates, respectively, based upon their Group I-A and Group II-A
Interest Percentages.
(d) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
(e) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
(f) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest 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 Trustee 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
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer
in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(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 Trustee, 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; Report to the Trustee
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
Group I-A Interest Distribution Amount allocated to each Class of Group
I-A Certificates and Current Group II-A Interest Distribution Amount
allocated to each Class of Group II-A Certificates, (c) any Group I
Interest Shortfall Amounts or Group II Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the amount of any Relief Act Shortfalls 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 for a Group allocated to each Class
of Class B Certificates of such Group, (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 of a Group after giving effect to such distribution, (d) the
amount of any Non-Supported Interest Shortfall for a Group allocated to
each Class of Class B Certificates of such Group for such Distribution
Date, and (e) the amount of any Relief Act Shortfalls allocated to each
Class of Class B Certificates of such Group for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of Group I Mortgage Loans and Group II Mortgage
Loans outstanding as of the preceding Determination Date;
(vii) the Group I-A Principal Balance, the Group II-A Principal
Balance, the Principal Balance of each Class of Class A Certificates, the
Principal Balance of each Component, the Group I-B Principal Balance, the
Group II-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 Group I Adjusted Pool Amount, the Group II Adjusted Pool
Amount, the Group I Adjusted Pool Amount (PO Portion), the Group II
Adjusted Pool Amount (PO Portion), the Group I Pool Scheduled Principal
Balance of the Group I Mortgage Loans for such Distribution Date, the
Group II Pool Scheduled Principal Balance of the Group II Mortgage Loans
for such Distribution Date, the aggregate Scheduled Principal Balance of
the Group I Discount Mortgage Loans for such Distribution Date and the
aggregate Scheduled Principal Balance of the Group II Discount Mortgage
Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Group I
Mortgage Loans and Group II Mortgage Loans serviced by WFHM and,
collectively, by the Other Servicers as of such Distribution Date;
(x) the Group I-A Percentage and Group II-A Percentage for such
Distribution Date;
(xi) the Group I-A Prepayment Percentage and Group II-A Prepayment
Percentage for such Distribution Date;
(xii) the Group I Class I-B-1, Class I-B-2, Class I-B-3, Class
I-B-4, Class I-B-5 and Class I-B-6 Percentages; and Group II Class II-B-1,
Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6
Percentages; for such Distribution Date;
(xiii) the Group I Class I-B-1, Class I-B-2, Class I-B-3, Class
I-B-4, Class I-B-5 and Class I-B-6 Prepayment Percentages and Group II
Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and
Class II-B-6 Prepayment Percentages; for such Distribution Date;
(xiv) the number and aggregate principal balances of Group I
Mortgage Loans and Group II Mortgage Loans delinquent (a) one month, (b)
two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Group I
Mortgage Loans and Group II Mortgage Loans in foreclosure as of the
preceding Determination Date;
(xvi) the book value of any real estate with respect to Group I
Mortgage Loans or Group II Mortgage Loans acquired through foreclosure or
grant of a deed in lieu of foreclosure;
(xvii) the principal and interest portions of Realized Losses with
respect to Group I Mortgage Loans and Group II Mortgage Loans allocated as
of such Distribution Date;
(xviii) 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;
(xix) the amount by which the Principal Balance of each Class of
Group I-B or Group II-B Certificates has been reduced as a result of
Realized Losses on the Mortgage Loans in the related Loan Group allocated
as of such Distribution Date;
(xx) the unpaid principal balance of any Group I Mortgage Loan or
Group II 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;
(xxi) 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 for each Loan Group has been reduced by the
Prepayment Interest Shortfall for such Loan Group for the related
Distribution Date;
(xxii) in the case of the Class I-A-2 Certificates, the Notional
Amount, if any;
(xxiii) the Class A-PO Deferred Amounts, if any;
(xxiv) the amount of PMI Advances made by a Servicer, if any with
respect to each Loan Group; and
(xxv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trustee, 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 I-A-R and Class I-A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class I-A-R and Class I-A-LR
Certificates with a $50 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall, upon request, furnish or cause to be furnished to each
Person who at any time during the calendar year was the Holder of a Certificate
a statement containing the information set forth in clauses (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 Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer or the Trustee pursuant to
any requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Trustee on written request)
setting forth the Group I-A Distribution Amount or Group II-A Distribution
Amount, as applicable, with respect to each Class of Class A Certificates and
the Group I-B Distribution Amount and Group II-B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
and the Paying Agent shall be protected in relying upon the same without any
independent check or verification.
In addition to the reports required pursuant to this Section 4.04,
the Paying Agent shall make available upon request to each Holder and each
proposed transferee of a Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4,
Class II-B-5 or Class II-B-6 Certificate such additional information, if any, as
may be required to permit the proposed transfer to be effected pursuant to Rule
144A which information shall be provided on a timely basis to the Paying Agent
by the Master Servicer.
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 I-A-8,
Class I-A-R and Class I-A-LR Certificates, integral multiples of $1,000 in
excess thereof (except, if necessary, for one Certificate of each Class (other
than the Class I-A-8, Class I-A-R and Class I-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 or Original Notional Amount of such Class,
as the case may be), and shall be substantially in the respective forms set
forth as Exhibits X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, I-A-7, X-X-0, X-X-0,
X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-X, X-X-XX, XX-X-0,
A-PO, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0,
XX-X-0, XX-X-0 and C (reverse side of Certificates) hereto. On original issue
the Certificates shall be executed and delivered by the Trustee to or upon the
order of the Seller upon receipt by the Trustee 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
Trustee by any Responsible Officer thereof. Certificates bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Trustee shall bind the Trustee 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 Trustee, 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 Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
Section 5.02 Registration of Certificates.
(a) The Trustee 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 Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee 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 Trustee 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 Trustee 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 Trustee) 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 Trustee 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 Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class I-B-4, Class I-B-5, Class I-B-6, Class
II-B-4, Class II-B-5 or Class II-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 Trustee 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 I-B-4, Class I-B-5, Class I-B-6, Class II-B-4,
Class II-B-5 or Class II-B-6 Certificateholder to deliver a written Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trustee 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 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 Trustee the facts
surrounding such transfer, which investment letter shall not be an expense of
the Trustee, the Seller or the Master Servicer. The Holder of a Class I-B-4,
Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 or Class II-B-6 Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify 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 Trustee is under an obligation to register the Class I- B-4,
Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 or Class II-B-6
Certificates under said Act or any other securities law.
(c) No transfer of a Class I-B-4, Class I-B-5, Class I-B-6, Class
II-B-4, Class II-B-5 or Class II-B-6 Certificate shall be made unless the
Trustee and the Seller 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 Trustee, the Seller or the Master Servicer
or (b) with respect to the Class B Certificates only, if such transferee is an
insurance company, (A) the source of funds used to purchase the Class I-B-4,
Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 or Class II-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 I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 or Class
II-B-6 Certificates are covered by Sections I and III of PTE 95-60 or (ii) in
the case of any such Class B 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 Trustee and the Seller to the effect that the purchase or holding of such
Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 or Class
II-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 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 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 Trustee, the Seller or the Master
Servicer. The Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5
or Class II-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 I-A-R or Class I-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
I-A-R or Class I-A-LR Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form W-8ECI or (iii) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class I-A-R or Class I-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 I-A-R or Class I-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 Trustee shall not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new Class I-A-R or Class
I-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 Trustee shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class I-A-R or Class
I-A-LR Certificate, unless the transferor shall have provided to the Trustee 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 I-A-R or Class I-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 (iv) the transferee will not cause income from the
Class I-A-R or Class I-A-LR Certificate to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of such transferee or any other Person, and (v) the
transferee will not transfer the Class I-A-R or Class I-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 I-A-R or Class I-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 I-A-R and Class I-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 I-A-R or Class I-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
I-A-R or Class I-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 the Class I-A-R or Class I-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 I-A-R or Class I-A-LR Certificate, and (ii)
the Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class I-A-R or Class I-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 I-A-R or Class I-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 Trustee or
the Authenticating Agent, or the Trustee 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 Trustee 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 Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee 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 Trustee 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 Trustee 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 Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee 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 Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee 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 Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee 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 and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
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 Trustee 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 Trustee 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 Trustee 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 Trustee 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
Trustee 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 Trustee 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 Trustee 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 Trustee 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 nor the Trustee
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 Trustee 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 the performance of its duties and obligations and
any legal action relating to this Agreement or the Certificates, including,
without limitation, any legal action against the Trustee in its capacity as
Trustee 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 between Group I and Group II, pro rata, and
within each Group 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. No
such resignation shall become effective until the Trustee 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 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 (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, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the 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 and Seller by Master
Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee
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 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 to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02 Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.
In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
Section 7.05 Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other 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 Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
Section 7.06 Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default 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, 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, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee, and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement; and
(iii) The Trustee shall not be liable for any error of judgment made
in good faith by any of its Responsible Officers, unless it shall be
proved that the Trustee or such Responsible Officer, as the case may be,
was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
Section 8.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, 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 may
prescribe;
(ii) The Trustee 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) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(iv) Subject to Section 7.04, the Trustee shall not be accountable,
shall have no liability and makes no representation as to any acts or
omissions hereunder of the Master Servicer until such time as the Trustee
may be required to act as Master Servicer pursuant to Section 7.05 and
thereupon only for the acts or omissions of the Trustee as successor
Master Servicer; and
(v) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
Section 8.03 Trustee Not 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, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require 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 shall be repaid
by the Master Servicer upon demand.
Section 8.04 Trustee Not 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 the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the 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 May Own Certificates.
The Trustee, and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent and may transact banking
and/or trust business 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 the Trustee from
time to time, from its own funds, and the Trustee shall be entitled to receive,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) 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 and,
except as otherwise agreed by the Master Servicer and the Trustee, the Master
Servicer will pay or reimburse the Trustee 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. The Trustee shall have no right of
reimbursement from the Trust Estate for any such expenses, disbursements and
advances not paid or reimbursed to it by the Master Servicer.
Section 8.07 Eligibility Requirements.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
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 shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08 Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
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 appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
Section 8.09 Successor.
Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all documents and
statements held by it hereunder, and the 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 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
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, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10 Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee 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.
Section 8.11 Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the 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 Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the 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 Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the 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 Trustee. 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 Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any other
action that would (i) affect the determination of the Trust Estate's status as
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 Trustee, the Trustee, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
return, make, or cause to be made, elections satisfying the requirements of the
REMIC Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier
REMIC 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 Trustee 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 represented in
the Upper-Tier Remic by the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10,
Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class
I-A-16, Class I-A-R, Class II-A-1 and Class A-PO Certificates (each Component of
which represents a regular interest) and the Class I-B-1, Class I-B-2, Class
I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-1, Class II-B-2, Class
II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates and the
interest in the Lower-Tier REMIC represented by the Class I-A-L1, Class I-A-L3,
Class II-A-L1, Class I-A-LUR, Class I-A-LPO, Class II-A-LPO, Class I-B-L1, Class
I-B-L2, Class I-B-L3, Class I-B-L4, Class I-B-L5, Class I-B-L6, Class II-B-L1,
Class II-B-L2, Class II-B-L3, Class II-B-L4, Class II-B-L5 and Class II-B-L6
Interests and the Class I-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 Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject any of the Upper-Tier REMIC, 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 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 the Lower-Tier REMIC, as the case may be, when and as the
same shall be due and payable (but such obligation shall not prevent the Master
Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); 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 I-A-R and
Class I-A-LR Certificateholders for such purpose (or if the Master Servicer is
not so permitted, the Holders of the Class I-A-R and Class I-A-LR Certificates
shall be tax matters persons for the Upper-Tier REMIC and the 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 shall sign the tax returns referred to in clause (i) of
the second preceding sentence.
In order to enable the Master Servicer 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 or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
or the Trustee, as the case may be, for any losses, liabilities, damages, claims
or expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller 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 Trustee prepares any of the federal, state and local tax returns of
either REMIC as described above, the Trustee hereby indemnifies the Seller and
the Master Servicer for any losses, liabilities, damages, claims or expenses of
the Seller or the Master Servicer arising from the Trustee's willful
misfeasance, bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee, respectively, to perform its obligations under this
Section 8.13.
Section 8.14 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 Trustee shall make a Periodic Advance as required by Section 3.03
hereof; provided, however, the Trustee shall not be required to make such
Periodic Advances if prohibited by law or if it determines that such Periodic
Advance would be a Nonrecoverable Advance. With respect to those Periodic
Advances which should have been made by WFHM, the Trustee shall be entitled,
pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the
Certificate Account for Periodic Advances and Nonrecoverable Advances made by
it.
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 and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.13 hereof) shall terminate upon
the last action required to be taken by the Trustee 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, 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 (z) any
Reimbursement Amount owed to the Trust pursuant to Section 2.03 and (ii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Estate (including for this purpose the
discharge of any Mortgagor under a defaulted Mortgage Loan on which a Servicer
is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. Xxxxx, living on the date
hereof.
The right of the 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 (A) the Pool Scheduled Principal Balance of the
Mortgage Loans as of the Final Distribution Date being less than the amount set
forth in Section 11.20 and (B) the sum of clause (i)(x) and (y) of the preceding
paragraph being less than or equal to the aggregate fair market value of the
Mortgage Loans (other than any REO Mortgage Loans) and the Mortgaged Properties
related to the REO Mortgage Loans; provided, however, that this clause (B) shall
not apply to any purchase by the Seller if, at the time of the purchase, the
Seller is no longer subject to regulation by the Office of the Comptroller of
the Currency, the FDIC, the Federal Reserve or the Office of Thrift Supervision.
Fair market value for purposes of this paragraph and the preceding paragraph
will be determined by the Master Servicer as of the close of business on the
third Business Day next preceding the date upon which notice of any termination
is furnished to Certificateholders pursuant to the third paragraph of this
Section 9.01. In the case of any purchase by the Seller pursuant to said clause
(i) of the preceding paragraph, the Seller shall provide to the Trustee the
certification required by Section 3.04 and the Trustee 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 Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee 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 Trustee 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
Trustee therein specified. In the event 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 Trustee
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 I-A-R and Class I-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 Trustee 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 Trustee 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, and the Trustee 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 Trustee 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 Trustee 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 Trustee 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 Trustee,
on behalf of the Trustee, shall sell all of the assets of the Trust Estate
to the Seller for cash at the purchase price specified in Section 9.01 and
shall distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.
(a) This Agreement or the Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein or in the related
Prospectus, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust Estate
as 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 has
received an Opinion of Counsel to the effect that such action is necessary or
desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to 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 the Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, neither
the Trustee nor the Trustee 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 Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(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 or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of changing the Applicable Unscheduled Principal Receipt Period
for Type 2 Mortgage Loans to a Mid-Month Receipt Period with respect to all
Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
Section 10.02 Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 10.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless 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 Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 10.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05 Notices.
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: Vice President, or such other
address as may hereafter be furnished to the Master Servicer 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 and
(iii) in the case of the Trustee, 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, 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 or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.
Section 10.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07 Special Notices to Rating Agencies.
(a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which 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 resignation of the Custodian or the appointment of a
successor Custodian pursuant to the Custodial Agreement;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(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 Cut-Off Date.
The Cut-Off Date for the Certificates is July 1, 2003.
Section 11.02 Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $1,050,631,697.29.
Section 11.03 Original Group I-A Percentage.
The Original Group I-A Percentage is 97.24903305%.
Section 11.04 Original Group II-A Percentage.
The Original Group II-A Percentage is 98.79723320%.
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 I-A-1 $ 60,816,000.00
Class I-A-3 $ 40,931,000.00
Class I-A-4 $ 29,000,000.00
Class I-A-5 $ 290,000.00
Class I-A-6 $ 20,000,000.00
Class I-A-7 $ 20,212,000.00
Class I-A-8 $ 1,000.00
Class I-A-9 $ 221,481,000.00
Class I-A-10 $ 21,850,000.00
Class I-A-11 $ 20,000,000.00
Class I-A-12 $ 167,239,000.00
Class I-A-13 $ 70,000,000.00
Class I-A-14 $ 51,539,000.00
Class I-A-15 $ 5,726,000.00
Class I-A-16 $ 500,000.00
Class I-A-R $ 50.00
Class I-A-LR $ 50.00
Class II-A-1 $ 295,945,000.00
Class A-PO $ 860,333.00
Original Component
Component Principal Balance
----------------------- ------------------
Class I-A-PO Component $ 249,447.50
Class II-A-PO Component $ 610,886.98
Section 11.05(a) Original Notional Amount.
The Original Notional Amount is $11,584,000.
Section 11.06 Original Aggregate Non-PO Principal Balance.
(a) Original Aggregate Non-PO Principal Balance for Group I.
The Original Aggregate Non-PO Principal Balance for Group I is
$750,223,500.57.
(b) Original Aggregate Non-PO Principal Balance for Group II.
The Original Aggregate Non-PO Principal Balance for Group II is
$299,547,862.24.
Section 11.07 Original Subordinated Percentage.
(a) Original Group I Subordinated Percentage.
The Original Group I Subordinated Percentage is 2.75096695%.
(b) Original Group II Subordinated Percentage.
The Original Group II Subordinated Percentage is 1.20276680%.
Section 11.08 Original Group I Subordinated Principal Balance.
The Original Group I Subordinated Principal Balance is
$20,638,400.57.
Section 11.09 Original Group II Subordinated Principal Balance.
The Original Group II Subordinated Principal Balance is
$3,602,862.24.
Section 11.10 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 I-B-1 $ 9,756,000.00
Class I-B-2 $ 4,503,000.00
Class I-B-3 $ 2,627,000.00
Class I-B-4 $ 1,500,000.00
Class I-B-5 $ 1,126,000.00
Class I-B-6 $ 1,126,400.57
Class II-B-1 $ 1,651,000.00
Class II-B-2 $ 601,000.00
Class II-B-3 $ 450,000.00
Class II-B-4 $ 300,000.00
Class II-B-5 $ 300,000.00
Class II-B-6 $ 300,862.24
Section 11.11 Original Class I-B-1 and Class II-B-1 Fractional
Interest.
(a) Original Class I-B-1 Fractional Interest.
The Original Class I-B-1 Fractional Interest is 1.45055447%.
(b) Original Class II-B-1 Fractional Interest.
The Original Class II-B-1 Fractional Interest is 0.65160279%.
Section 11.12 Original Class I-B-2 and Class II-B-2 Fractional
Interest.
(a) Original Class I-B-2 Fractional Interest.
The Original Class I-B-2 Fractional Interest is 0.85033334%.
(b) Original Class II-B-2 Fractional Interest.
The Original Class II-B-2 Fractional Interest is 0.45096707%.
Section 11.13 Original Class I-B-3 and Class II-B-3 Fractional
Interest.
(a) Original Class I-B-3 Fractional Interest.
The Original Class I-B-3 Fractional Interest is 0.50017102%.
(b) Original Class II-B-3 Fractional Interest.
The Original Class II-B-3 Fractional Interest is 0.30074066%.
Section 11.14 Original Class I-B-4 and Class II-B-4 Fractional
Interest.
(a) Original Class I-B-4 Fractional Interest.
The Original Class I-B-4 Fractional Interest is 0.30023060%.
(b) Original Class II-B-4 Fractional Interest.
The Original Class II-B-4 Fractional Interest is 0.20058972%.
Section 11.15 Original Class I-B-5 and Class II-B-5 Fractional
Interest.
(a) Original Class I-B-5 Fractional Interest.
The Original Class I-B-5 Fractional Interest is 0.15014200%.
(b) Original Class II-B-5 Fractional Interest.
The Original Class II-B-5 Fractional Interest is 0.10043878%.
Section 11.16 Closing Date.
The Closing Date is July 30, 2003.
Section 11.17 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 aggregate
Scheduled Principal Balance of the Mortgage Loans being less than
$105,063,169.73 (10% of the Cut-Off Date Aggregate Principal Balance) at the
time of any such purchase.
Section 11.18 Wire Transfer Eligibility.
With respect to the Class A Certificates (other than the Class
I-A-2, Class I-A-8, Class I-A-R and Class I-A-LR Certificates) and the Class B
Certificates, the minimum Denomination eligible for wire transfer on each
Distribution Date is $100,000. With respect to the Class I-A-2 Certificates, the
minimum Denomination eligible for wire transfer on each Distribution Date is 7%
Percentage Interest. The Class I-A-8, Class I-A-R and Class I-A-LR Certificates
are not eligible for wire transfer.
Section 11.19 Single Certificate.
A Single Certificate for the Class I-A-1, Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class
I-A-13, Class I-A-14 and Class II-A-1 Certificates represent a $25,000
Denomination. A Single Certificate for the Class I-A-2 Certificates represent a
$891,000 Denomination. A Single Certificate for the Class I-A-8 Certificates
represent a $1,000 Denomination. A Single Certificate for the Class I-A-R and
Class I-A-LR Certificates represents a $50 Denomination. A Single Certificate
for the Class I-A-6, Class I-A-7, Class I-A-15, Class I-A-16, Class A-PO, Class
I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3
Certificates represents a $100,000 Denomination. A Single Certificate for the
Class I-B-4, Class I-B-5 and Class I-B-6 Certificates represents a $250,000
Denomination. A Single Certificate for the Class II-B-4 and Class II-B-5
Certificates represents a $300,000 Denomination. A Single Certificate for the
Class II-B-6 Certificates represents a $300,862 Denomination.
Section 11.20 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 11.21 Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan shall be 0.010% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
XXXXX FARGO ASSET SECURITIES
CORPORATION
as Seller
By: ____________________________________
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By: ____________________________________
Name: Xxxxxxx X. Xxxx III
Title: Vice President
Wachovia Bank, National Association
as Trustee
By: ____________________________________
Name:
Title:
Attest:
By: ___________________________________
Name: _________________________________
Title: ________________________________
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 30th day of July, 2003, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxxxx Xxxxxx, known to me who,
being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is a Senior 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 30th day of July, 2003, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxxxx X. Xxxx III, known to me
who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he 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 he signed her name thereto by order of the
Board of Directors of said corporation.
_______________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of July, 2003, 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 at
__________________, North Carolina; that he is a _____________________ of
Wachovia Bank, National Association, 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]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of July, 2003, 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 at
__________________, North Carolina; that he is a _____________________ of
Wachovia Bank, National Association, 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]
EXHIBIT I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AA 0 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-1 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-1 Certificates required to be
distributed to Holders of the Class I-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-1 Certificates applicable to each
Distribution Date will be 4.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-1 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made 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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-2
[FORM OF FACE OF CLASS I-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 AGREEMENT. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT
REPRESENTED.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AB 8 First Distribution Date: August 25, 2003
Denomination: $________________(Initial
Notional
Amount)
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-2 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Business Day preceding
such distribution, in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the Group I-A Distribution Amount for the
Class I-A-2 Certificates required to be distributed to Holders of the Class
I-A-2 Certificates on such Distribution Date, subject to adjustment in certain
events as specified in the Agreement. The Class I-A-2 Certificates are not
entitled to distributions in respect of principal. The pass-through rate on the
Class I-A-2 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate on the Class I-A-2 Certificates applicable to
each Distribution Date will be 5.250% 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, any Relief Act Shortfall and
the interest portion of certain Realized Losses allocated to the Class I-A-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made 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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-3
[FORM OF FACE OF CLASS I-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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AC 6 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-3 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-3 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-3 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-4
[FORM OF FACE OF CLASS I-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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AD 4 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-4 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-4 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-4 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-5
[FORM OF FACE OF CLASS I-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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE 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, THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AE 2 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-5 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group I Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-5 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. Prior to the
applicable Accretion Termination Date, no distribution of interest on this
Certificate will be made. Prior to the applicable Accretion Termination Date,
interest otherwise available for distribution on this Certificate will be added
to the Principal Balance of the Class I-A-5 Certificates on each Distribution
Date. The pass-through rate on the Class I-A-5 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-6
[FORM OF FACE OF CLASS I-A-6 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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AF 9 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-6 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-6 Certificates required to be
distributed to Holders of the Class I-A-6 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-6 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-7
[FORM OF FACE OF CLASS I-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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AG 7 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-7 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-7 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-7 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-8
[FORM OF FACE OF CLASS I-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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE applicable 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, THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AH 5 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-8 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-8 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. Prior to the
applicable Accretion Termination Date, no distribution of interest on this
Certificate will be made. Prior to the applicable Accretion Termination Date,
interest otherwise available for distribution on this Certificate will be added
to the Principal Balance of the Class I-A-8 Certificates on each Distribution
Date. The pass-through rate on the Class I-A-8 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-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.
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 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-9
[FORM OF FACE OF CLASS I-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 2003-9, CLASS I-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
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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AJ 1 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-9 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-9 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-9 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-10
[FORM OF FACE OF CLASS I-A-10 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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AK 8 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-10 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-10 Certificates required to be
distributed to Holders of the Class I-A-10 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-10 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-11
[FORM OF FACE OF CLASS I-A-11 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 2003-9, CLASS I-A-11
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AL 6 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-11 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-11 Certificates required to be
distributed to Holders of the Class I-A-11 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-11 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-11 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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-12
[FORM OF FACE OF CLASS I-A-12 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 2003-9, CLASS I-A-12
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AM 4 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-12 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-12 Certificates required to be
distributed to Holders of the Class I-A-12 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-12 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-12 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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-13
[FORM OF FACE OF CLASS I-A-13 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 2003-9, CLASS I-A-13
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AN 2 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-13 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-13 Certificates required to be
distributed to Holders of the Class I-A-13 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-13 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-13 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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-14
[FORM OF FACE OF CLASS I-A-14 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 2003-9, CLASS I-A-14
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AP 7 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-14 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-14 Certificates required to be
distributed to Holders of the Class I-A-14 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-14 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-14 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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-15
[FORM OF FACE OF CLASS I-A-15 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 2003-9, CLASS I-A-15
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
AFTER THE APPLICABLE SUBORDINATION DEPLETION DATE, THE PRINCIPAL
PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS I-A-14 CERTIFICATES WILL BE
BORNE BY THE CLASS I-A-15 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AQ 5 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-15 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-15 Certificates required to be
distributed to Holders of the Class I-A-15 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-15 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-15 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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-16
[FORM OF FACE OF CLASS I-A-16 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 2003-9, CLASS I-A-16
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
AFTER THE APPLICABLE SUBORDINATION DEPLETION DATE, THE PRINCIPAL
PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS I-A-11 CERTIFICATES WILL BE
BORNE BY THE CLASS I-A-16 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AR 3 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-16 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-16 Certificates required to be
distributed to Holders of the Class I-A-16 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-16 Certificates applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-16 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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-R
[Form of Face of Class I-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
AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND
THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), AN AGENT
(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED ORGANIZATION
OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF THE
AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE AGREEMENT AS MAY BE
REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED
ORGANIZATIONS, AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC 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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AS 1 First Distribution Date: August 25, 2003
Denomination: $___________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class I-A-R Certificate with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-R Certificate required to be
distributed to the Holder of the Class I-A-R Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-R Certificate applicable to each Distribution
Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-R Certificate, as
described in the Agreement.
Distributions on this Certificate will be made 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-A-LR
[Form of Face of Class I-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
AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND
THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), AN AGENT
(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED ORGANIZATION
OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF THE
AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE AGREEMENT AS MAY BE
REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED
ORGANIZATIONS, AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AT 9 First Distribution Date: August 25, 2003
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class I-A-LR Certificate with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount for the Class I-A-LR Certificate required to be
distributed to the Holder of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-LR Certificate applicable to each
Distribution Date will be 5.250% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT II-A-1
[FORM OF FACE OF CLASS II-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 2003-9, CLASS II-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AU 6 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: August 25, 2018
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-1 Certificates with respect to a Trust Estate
consisting of two pools 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 (the "Group I
Mortgage Loans" and "Group II Mortgage Loans," respectively), 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
July 30, 2003 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
II-A Distribution Amount for the Class II-A-1 Certificates required to be
distributed to Holders of the Class II-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-1 Certificates applicable to each
Distribution Date will be 4.750% 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, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-1 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made 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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO 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 2003-9, CLASS A-PO
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AV 4 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: August 25, 2033
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 two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group
I-A Distribution Amount and the Group II-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. For the purposes of determining distributions in
reduction of Principal Balance, the Class A-PO Certificates consist of two
components (each, a "Component" and individually, the "Class I-A-PO Component"
and the "Class II--A-PO Component"). The Components are principal only
Components and will not be 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, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
Each Component of 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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-B-1
[FORM OF FACE OF CLASS I-B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group I-A
CERTIFICATES AND THE CLASS I-A-PO COMPONENT AS DESCRIBED IN THE 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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AW 2 First Distribution Date: August 25, 2003
Denomination: $_________________
Percentage Interest evidenced
by this Certificate: ________% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-B-1 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group I-A Certificates and the Class I-A-PO Component as
specified in the Agreement, any Class I-B-1 Distribution Amount required to be
distributed to Holders of the Class I-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 I-B-1 Certificates applicable to each
Distribution Date will be 5.250% 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 Relief Act Shortfall allocated to the
Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-B-2
[FORM OF FACE OF CLASS I-B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group I-A
CERTIFICATES, THE CLASS I-A-PO COMPONENT AND THE CLASS I-B-1 CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AX 0 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-B-2 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group I-A Certificates, the Class I-A-PO Component and
the Class I-B-1 Certificates as specified in the Agreement, any Class I-B-2
Distribution Amount required to be distributed to Holders of the Class I-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 I-B-2
Certificates applicable to each Distribution Date will be 5.250% 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
Relief Act Shortfall allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-B-3
[FORM OF FACE OF CLASS I-B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group I-A
CERTIFICATES, THE CLASS I-A-PO COMPONENT, THE CLASS I-B-1 CERTIFICATES AND THE
CLASS I-B-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AY 8 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-B-3 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group I-A Certificates, the Class I-A-PO Component, the
Class I-B-1 and Class I-B-2 Certificates as specified in the Agreement, any
Class I-B-3 Distribution Amount required to be distributed to Holders of the
Class I-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 I-B-3 Certificates applicable to each Distribution Date will be 5.250% 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 Relief Act Shortfall allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-B-4
[FORM OF FACE OF CLASS I-B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group I-A
CERTIFICATES, THE CLASS I-A-PO COMPONENT, THE CLASS I-B-1 CERTIFICATES, THE
CLASS I-B-2 CERTIFICATES AND THE CLASS I-B-3 CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 BE 1 First Distribution Date: August 25, 2003
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-B-4 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group I-A Certificates, the Class I-A-PO Component, the
Class I-B-1, Class I-B-2 and Class I-B-3 Certificates as specified in the
Agreement, any Class I-B-4 Distribution Amount required to be distributed to
Holders of the Class I-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 I-B-4 Certificates applicable to each Distribution Date will
be 5.250% 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 Relief Act Shortfall allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class I-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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee 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 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. In connection
with any such transfer, the Trustee 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 Trustee 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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-B-5
[FORM OF FACE OF CLASS I-B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group I-A
CERTIFICATES, THE CLASS I-A-PO COMPONENT, THE CLASS I-B-1 CERTIFICATES, THE
CLASS I-B-2 CERTIFICATES, THE CLASS I-B-3 CERTIFICATES AND THE CLASS I-B-4
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 BF 8 First Distribution Date: August 25, 2003
Denomination: $_____________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-B-5 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group I-A Certificates, the Class I-A-PO Component, the
Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4 Certificates as specified
in the Agreement, any Class I-B-5 Distribution Amount required to be distributed
to Holders of the Class I-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 I-B-5 Certificates applicable to each Distribution Date will
be 5.250% 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 Relief Act Shortfall allocated to the Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class I-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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee 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 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. In connection
with any such transfer, the Trustee 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 Trustee 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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT I-B-6
[FORM OF FACE OF CLASS I-B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group I-A
CERTIFICATES, THE CLASS I-A-PO COMPONENT, THE CLASS I-B-1 CERTIFICATES, THE
CLASS I-B-2 CERTIFICATES, THE CLASS I-B-3 CERTIFICATES, THE CLASS I-B-4
CERTIFICATES AND THE CLASS I-B-5 CERTIFICATES AS DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-9, CLASS I-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 BG 6 First Distribution Date: August 25, 2003
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: August 25, 2033
THIS CERTIFIES THAT ______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-B-6 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group I-A Certificates, the Class I-A-PO Component, the
Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4 and Class I-B-5 Certificates
as specified in the Agreement, any Class I-B-6 Distribution Amount required to
be distributed to Holders of the Class I-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 I-B-6 Certificates applicable to each
Distribution Date will be 5.250% 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 Relief Act Shortfall allocated to the
Class I-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class I-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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee 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 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. In connection
with any such transfer, the Trustee 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 Trustee 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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT II-B-1
[FORM OF FACE OF CLASS II-B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group II-A
CERTIFICATES AND THE CLASS II-A-PO COMPONENT AS DESCRIBED IN THE 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 2003-9, CLASS II-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 AZ 5 First Distribution Date: August 25, 2003
Denomination: $_________________
Percentage Interest evidenced
by this Certificate: ________% Final Scheduled Maturity Date: August 25, 2018
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-B-1 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group II-A Certificates and the Class II-A-PO Component
as specified in the Agreement, any Class II-B-1 Distribution Amount required to
be distributed to Holders of the Class II-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 II-B-1 Certificates applicable to each
Distribution Date will be 4.750% 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 Relief Act Shortfall allocated to the
Class II-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT II-B-2
[FORM OF FACE OF CLASS II-B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO Group II-A CERTIFICATES,
THE CLASS II-A-PO COMPONENT AND THE CLASS II-B-1 CERTIFICATES AS DESCRIBED IN
THE AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 2003-9, CLASS II-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 BA 9 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: August 25, 2018
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-B-2 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group II-A Certificates, the Class II-A-PO Component and
the Class II-B-1 Certificates as specified in the Agreement, any Class II-B-2
Distribution Amount required to be distributed to Holders of the Class II-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 II-B-2
Certificates applicable to each Distribution Date will be 4.750% 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
Relief Act Shortfall allocated to the Class II-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT II-B-3
[FORM OF FACE OF CLASS II-B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group II-A
CERTIFICATES, THE CLASS II-A-PO COMPONENT, THE CLASS II-B-1 CERTIFICATES AND THE
CLASS II-B-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 2003-9, CLASS II-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 BB 7 First Distribution Date: August 25, 2003
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: August 25, 2018
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-B-3 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group II-A Certificates, the Class II-A-PO Component,
the Class II-B-1 and Class II-B-2 Certificates as specified in the Agreement,
any Class II-B-3 Distribution Amount required to be distributed to Holders of
the Class II-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 II-B-3 Certificates applicable to each Distribution Date will be 4.750%
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 Relief Act Shortfall allocated to the Class II-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency 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.
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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT II-B-4
[FORM OF FACE OF CLASS II-B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group II-A
CERTIFICATES, THE CLASS II-A-PO COMPONENT, THE CLASS II-B-1 CERTIFICATES, THE
CLASS II-B-2 CERTIFICATES AND THE CLASS II-B-3 CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-9, CLASS II-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 BH 4 First Distribution Date: August 25, 2003
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: August 25, 2018
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-B-4 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group II-A Certificates, the Class II-A-PO Component,
the Class II-B-1, Class II-B-2 and Class II-B-3 Certificates as specified in the
Agreement, any Class II-B-4 Distribution Amount required to be distributed to
Holders of the Class II-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 II-B-4 Certificates applicable to each Distribution Date will
be 4.750% 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 Relief Act Shortfall allocated to the Class II-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class II-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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee 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 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. In connection
with any such transfer, the Trustee 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 Trustee 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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT II-B-5
[FORM OF FACE OF CLASS II-B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group II-A
CERTIFICATES, THE CLASS II-A-PO COMPONENT, THE CLASS II-B-1 CERTIFICATES, THE
CLASS II-B-2 CERTIFICATES, THE CLASS II-B-3 CERTIFICATES AND THE CLASS II-B-4
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-9, CLASS II-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 BJ 0 First Distribution Date: August 25, 2003
Denomination: $_____________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: August 25, 2018
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-B-5 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group II-A Certificates, the Class II-A-PO Component,
the Class II-B-1, Class II-B-2, Class II-B-3 and Class II-B-4 Certificates as
specified in the Agreement, any Class II-B-5 Distribution Amount required to be
distributed to Holders of the Class II-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 II-B-5 Certificates applicable to each
Distribution Date will be 4.750% 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 any Relief Act Shortfall allocated to
the Class II-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class II-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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee 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 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. In connection
with any such transfer, the Trustee 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 Trustee 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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT II-B-6
[FORM OF FACE OF CLASS II-B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Group II-A
CERTIFICATES, THE CLASS II-A-PO COMPONENT, THE CLASS II-B-1 CERTIFICATES, THE
CLASS II-B-2 CERTIFICATES, THE CLASS II-B-3 CERTIFICATES, THE CLASS II-B-4
CERTIFICATES AND THE CLASS II-B-5 CERTIFICATES AS DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-9, CLASS II-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 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2003
CUSIP No.: 949760 BK 7 First Distribution Date: August 25, 2003
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: August 25, 2018
THIS CERTIFIES THAT ______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-B-6 Certificates with respect to a
Trust Estate consisting of two pools 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 (the "Group I Mortgage Loans" and "Group II Mortgage Loans,"
respectively), 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 July 30, 2003 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and Wachovia Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the 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 Group II-A Certificates, the Class II-A-PO Component,
the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5
Certificates as specified in the Agreement, any Class II-B-6 Distribution Amount
required to be distributed to Holders of the Class II-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 II-B-6 Certificates applicable to
each Distribution Date will be 4.750% 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 Relief Act Shortfall
allocated to the Class II-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 Agreement and such Person has notified the Master
Servicer pursuant to the Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class II-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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee 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 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. In connection
with any such transfer, the Trustee 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 Trustee 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 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 Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
Wachovia Bank, National Association,
Trustee
By______________________________________
Authorized Officer
Countersigned:
Wachovia Bank, National Association,
Trustee
By _________________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2003-9 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2003-9
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 Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee 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 Trustee 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 Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, 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 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 Trustee 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 sum of the Pool Scheduled
Principal Balances 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 July 30, 2003, by and among Wachovia Bank,
National Association, not individually, but solely as Trustee (including its
successors under the Pooling and Servicing Agreement defined below, the
"Trustee"), XXXXX FARGO ASSET SECURITIES CORPORATION (together with any
successor in interest, the "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
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (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 Trustee, have
entered into a Pooling and Servicing Agreement dated as of July 30, 2003
relating to the issuance of Mortgage Pass-Through Certificates, Series 2003-9
(as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the 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 Trustee, 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 Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. Subject to Section 2.3 hereof, the Custodian, as the duly appointed agent
of the Trustee for these purposes, declares that it holds and will hold the
documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement and any other documents constituting part of the Owner Mortgage Loan
File received on or subsequent to the date hereof (the "Custodial Files") as
agent for the Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. Recordation of Assignments. Unless an assignment of a
Mortgage is not required to be recorded in accordance with Section 2.01 of the
Pooling and Servicing Agreement, if any Custodial File includes one or more
assignments to the Trustee of Mortgage Notes 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 2.02 of the Pooling and Servicing Agreement, each Custodial File and
to provide the initial and final certifications in the forms of Exhibits N and O
to the Pooling and Servicing Agreement in accordance with the provisions
thereof. If in performing the review required by this Section 2.3 the Custodian
finds any document or documents constituting a part of a Custodial File to be
missing or defective, the Custodian shall follow the procedures specified in the
Pooling and Servicing Agreement.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall follow the procedures specified in
the Pooling and Servicing Agreement.
Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer or applicable Servicer shall
immediately deliver to the Custodian two copies of a Request for Release or such
request in an electronic format acceptable to the Custodian and shall request
delivery to it of the Custodial File. The Custodian agrees, within five business
days of receipt of such Request for Release, to release the related Custodial
File to the Master Servicer or applicable Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer or applicable Servicer shall deliver
to the Custodian two copies of a Request for Release of a Servicing Officer
requesting that possession of the Custodial File be released to the Master
Servicer and certifying as to the reason for such release. Upon receipt of the
foregoing, the Custodian shall deliver the Custodial File to the Master Servicer
or applicable Servicer. The Master Servicer or applicable Servicer shall cause
each Custodial File therein so released to be returned to the Custodian when the
need therefor by the Master Servicer or applicable Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Certificate Account to
the extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially. In the event of the liquidation of
a Mortgage Loan, the Master Servicer or applicable Servicer shall deliver two
copies of a Request for Release with respect thereto to the Custodian upon
deposit of the related Liquidation Proceeds in the Certificate Account to the
extent required by the Pooling and Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement and in the Pooling
and Servicing Agreement. All provisions of the Pooling and Servicing Agreement
setting forth duties of the Custodian in more detail are hereby incorporated by
reference into this Agreement. Except upon compliance with the provisions of
Section 2.5 of this Agreement and the provisions of the Pooling and Servicing
Agreement, no Mortgage Note, 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; Trustee 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 Trustee 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 Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee, upon 60 days written notice, may remove the Custodian.
In such event, the Trustee shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the 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 Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
written notice to the Custodian of any amendment or supplement to the Pooling
and Servicing Agreement and furnish the Custodian with written copies thereof.
Section 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 Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 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: WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 By:__________________________________
Name:________________________________
Title:_______________________________
Address: XXXXX FARGO ASSET SECURITIES CORPORATION,
as Seller
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:__________________________________
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Master Servicer
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:__________________________________
Name: Xxxxxxx X. Xxxx III
Title: Vice President
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Custodian
0000 00xx Xxxxxx Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000 By:__________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 30th day of July, 2003, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxxxx Xxxxxx, known to me who,
being by me duly sworn, did depose and say that he resides in Frederick,
Maryland; that he is a Senior Vice President of Xxxxx Fargo Asset Securities
Corporation, a Delaware corporation, one of the parties that executed the
foregoing instrument; and that he signed his name thereto by order of the Board
of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 30th day of July, 2003, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxxxx X. Xxxx III, known to me
who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he 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 he signed her name thereto by order of the
Board of Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of July, 2003, 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 at
__________________, North Carolina; that he is a _____________________ of
Wachovia Bank, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that s/he signed his/her
name thereto by order of the Board of Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MINNESOTA )
ss.:
COUNTY OF )
On this 30th day of July, 2003, before me, a notary public in and
for the State of Minnesota, personally appeared Xxxxxxx X. Xxxxxxx, known to me
who, being by me duly sworn, did depose and say that he resides at
________________; that he is a ________________ 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 association.
-------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1A
Schedule of Type 1 Mortgage Loans in Group I
[Intentionally Omitted]
EXHIBIT F-1B
Schedule of Type 1 Mortgage Loans in Group II
[Intentionally Omitted]
EXHIBIT F-2A
Schedule of Type 2 Mortgage Loans in Group I
[Intentionally Omitted]
EXHIBIT F-2B
Schedule of Type 2 Mortgage Loans in Group II
[Intentionally Omitted]
EXHIBIT F-3A
Schedule of Other Servicer Mortgage Loans in Group I
[Intentionally Omitted]
EXHIBIT F-3B
Schedule of Other Servicer Mortgage Loans in Group II
[Intentionally Omitted]
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank Minnesota, National Association
0000 00xx Xxxxxx X.X.
Xxxxxxxxxxx., XX 00000
Attn: ________________
Re: Custodial Agreement, dated as of July 30, 2003, among Wachovia Bank,
National Association, as Trustee, Xxxxx Fargo Asset Securities
Corporation, as Seller, Xxxxx Fargo Bank Minnesota, National
Association, as Master Servicer, and Xxxxx Fargo Bank Minnesota,
National Association, as Custodian
In connection with the administration of the Mortgage Loans held by
you as Custodian for the Trust Estate pursuant to the above-captioned Custodial
Agreement, we request the release, and hereby acknowledge receipt, of the
Custodian's Owner Mortgage Loan File for the Mortgage Loan described below, for
the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_______ 1. Mortgage Paid in Full
_______ 2. Foreclosure
_______ 3. Substitution
_______ 4. Other Liquidation (Repurchases, etc.)
_______ 5. Nonliquidation
Reason:_____________________________________
By:_________________________________________
(authorized signer)
Issuer:_____________________________________
Address:____________________________________
____________________________________
Date:_______________________________________
Custodian
Xxxxx Fargo Bank Minnesota, National Association
Please acknowledge the execution of the above request by your
signature and date below:
____________________________________ _________________
Signature Date
Documents returned to Custodian:
____________________________________ _________________
Custodian Date
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND FOR
NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of _______] [United States], on behalf of which he
makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
[_________].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Xxxxx Fargo Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2003-9, Class
[I-A-R][I-A-LR] Certificate (the "Class [I-A-R][I-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 [I-A-R][I-A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [I-A-R][I-A-LR] Certificate in excess of cash flows
generated by the Class [I-A-R][I-A-LR] Certificate.
6. That the Purchaser will not transfer the Class [I-A-R][I-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 10 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser is aware that the Class [I-A-R][I-A-LR]
Certificate may be a "noneconomic residual interest" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
8. That the Purchaser will not cause income from the Class
[I-A-R][I-A-LR] Certificate to be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax
treaty, of the Purchaser or any other person.
9. That, if the Purchaser is purchasing the Class [I-A-R][I-A-LR]
Certificate in a transfer intended to meet the safe harbor provisions of
Treasury Regulations Sections 1.860E-1(c), the Purchaser has executed and
attached Attachment A hereto.
10. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class
[I-A-R][I-A-LR] Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form W-8ECI or successor form
at the time and in the manner required by the Code or (iii) is a Non-U.S. Person
that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
[I-A-R][I-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 [I-A-R][I-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).
11. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [I-A-R][I-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 10
hereof.
12. 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__.
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
o The consideration paid to the Purchaser to acquire the Class
[I-A-R][I-A-LR] Certificate equals or exceeds the excess of (a) the
present value of the anticipated tax liabilities over (b) the present
value of the anticipated savings associated with holding such Certificate,
in each case calculated in accordance with U.S. Treasury Regulations
Sections 1.860E-1(c)(7) and (8), computing present values using a discount
rate equal to the short-term Federal rate prescribed by Section 1274(d) of
the Code and the compounding period used by the Purchaser.
OR
o The transfer of the Class [I-A-R][I-A-LR] Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Purchaser is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from Class [I-A-R][I-A-LR] Certificate will only be taxed in the
United States;
(ii) at the time of the transfer, and at the close of the Purchaser's two
fiscal years preceding the year of the transfer, the Purchaser had
gross assets for financial reporting purposes (excluding any
obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
of $100 million and net assets in excess of $10 million;
(iii) the Purchaser will transfer the Class [I-A-R][I-A-LR] Certificate
only to another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
(iv) the Purchaser has determined the consideration paid to it to acquire
the Class [I-A-R][I-A-LR] Certificate based on reasonable market
assumptions (including, but not limited to, borrowing and investment
rates, prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Purchaser)
that it has determined in good faith; and
(v) in the event of any transfer of the Class [I-A-R][I-A-LR]
Certificate by the Purchaser, the Purchaser will require its
transferee to complete a representation in the form of this
Attachment A as a condition of the transferee's purchase of the
Class [I-A-R][I-A-LR] Certificate.
EXHIBIT I
[Letter from Transferor of Class [I-A-R][I-A-LR] Certificate]
[Date]
Wachovia Bank, National Association
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Xxxxx Fargo Asset Securities Corporation,
Series 2003-9, Class [I-A-R][I-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 2003-9
CLASS [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6] CERTIFICATES
TRANSFEREE'S LETTER
_________________ __, ____
Wachovia Bank, National Association
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 2003-9,
Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates (the
"Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 July 30, 2003 (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") and Wachovia Bank, National Association, as trustee (the
"Trustee"), of Xxxxx Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2003-9.
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 Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-B-6] Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement.
(b) The Purchaser is acquiring the Class [I-B-4] [I-B-5] [I-B-6]
[II-B-4] [II-B-5] [II-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
[I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 [I-B-4] [I-B-5] [I-B-6] [II-B-4]
[II-B-5] [II-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 [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 [I-B-4]
[I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates and all matters relating
thereto, and obtain any additional information (including documents) relevant to
its decision to purchase the Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-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[I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-B-6] Certificates. The Purchaser will not use or disclose any information it
receives in connection with its purchase of the Class [I-B-4] [I-B-5] [I-B-6]
[II-B-4] [II-B-5] [II-B-6] Certificates other than in connection with a
subsequent sale of Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 Trustee 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 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 [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6]
Certificates is in compliance therewith.
Section 3. Transfer of Class [I-B-4] [I-B-5] [I-B-6] [II-B-4]
[II-B-5] [II-B-6] Certificates.
(a) The Purchaser understands that the Class [I-B-4] [I-B-5] [I-B-6]
[II-B-4] [II-B-5] [II-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 [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-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 Trustee is
under any obligation to register the Class [I-B-4] [I-B-5] [I-B-6] [II-B-4]
[II-B-5] [II-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 Trustee shall require, in order to
assure compliance with such laws, that the Certificateholder's prospective
transferee certify to the Seller and the Trustee 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 Trustee 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 Trustee, the Master Servicer or the
Seller. Any such Certificateholder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Master Servicer, any Paying
Agent acting on behalf of the Trustee 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 [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-B-6] Certificate shall be made unless the transferee provides the Seller and
the Trustee with a Transferee's Letter, substantially in the form of this
Agreement.
(c) The Purchaser acknowledges that its Class [I-B-4] [I-B-5]
[I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates bear a legend setting forth the
applicable restrictions on transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:_____________________________________
Its:____________________________________
EXHIBIT K
[Reserved]
EXHIBIT L
SERVICING AGREEMENTS
WFHM Servicing Agreement
Hibernia National Bank Servicing Agreement
Mid America Bank FSB
Colonial Savings, F.A. Servicing Agreement
National City Mortgage Co. Servicing Agreement
HSBC Mortgage Corporation (USA) 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
2003-9, Class ____ (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated as of July 30, 2003
among Xxxxx Fargo Asset Securities Corporation, as seller (the "Seller"), Xxxxx
Fargo Bank Minnesota, National Association, as Master Servicer and Wachovia
Bank, National Association, 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 & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc. ("S&P") or at least F-1 by Fitch Ratings ("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 S&P or Fitch, (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 2003-9." 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:
EXHIBIT N
FORM OF INITIAL CERTIFICATION OF THE CUSTODIAN
July 30, 2003
Xxxxx Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
Wachovia Bank, National Association
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: The Pooling and Servicing Agreement, dated July 30, 2003, among
Xxxxx Fargo Asset Securities Corporation, as Seller, Xxxxx Fargo
Bank Minnesota, National Association, as Master Servicer, and
Wachovia Bank, National Association, as Trustee relating to the
Xxxxx Fargo Asset Securities Corporation; Mortgage Pass-Through
Certificates, Series 2003-9.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that,
except as specified in any list of exceptions attached hereto, it has received
the original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this initial certification.
The Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION,
as Custodian on behalf of the Trustee
By: ____________________________________
Name: __________________________________
Title: _________________________________
EXHIBIT O
FORM OF FINAL CERTIFICATION OF THE CUSTODIAN
[__________ __, ____]
Xxxxx Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
Wachovia Bank, National Association
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: The Pooling and Servicing Agreement, dated July 30, 2003, among
Xxxxx Fargo Asset Securities Corporation, as Seller, Xxxxx Fargo
Bank Minnesota, National Association, as Master Servicer, and
Wachovia Bank, National Association, as Trustee relating to the
Xxxxx Fargo Asset Securities Corporation; Mortgage Pass-Through
Certificates, Series 2003-9.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that, as to
each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be
specified in any list of exceptions attached hereto, such Mortgage File contains
all of the items required to be delivered pursuant to Section 2.01 of the
Pooling and Servicing Agreement.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this final certification. The
Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION,
as Custodian on behalf of the Trustee
By: ____________________________________
Name: __________________________________
Title: _________________________________
EXHIBIT P
Schedule of Pledged Asset Mortgage Loans
SCHEDULE I
Xxxxx Fargo Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2003-9
Applicable Unscheduled Principal Receipt Period
Full Partial
Unscheduled Unscheduled
Principal Principal
Servicer Receipts Receipts
---------------------------------------------------- ----------- -----------
WFHM (Exhibits F-1A and F-1B) Mid-Month Mid-Month
WFHM (Exhibits F-2) Prior-Month Prior-Month
Hibernia National Bank Mid-Month Prior Month
Colonial Savings, F.A. Mid-Month Prior Month
Bank of Oklahoma, N.A. Mid-Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
CUNA Mutual Mortgage Corporation Mid-Month Prior Month
Mid America Bank, FSB Mid-Month Prior Month
CitiMortgage, Inc. Mid-Month Prior Month
National City Mortgage Co. Mid-Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
Wachovia Mortgage Corporation Mid-Month Prior Month
ABN AMRO Mortgage Group, Inc. Mid-Month Prior Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
RBMG, Inc. Mid-Month Prior Month
Central National Bank Mid-Month Prior Month
Xxxxxx Savings and Loan Association, F.A. Mid-Month Prior Month
FT Mortgage Companies Mid-Month Prior Month
Cendant Mortgage Corp. Prior Month Prior Month
First Bank National Association Prior Month Prior Month
Washington Mutual Bank. F.A. Mid-Month Prior Month
