-------------------------------------------------------------------
XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of April 29, 2002
$750,969,737.57
Mortgage Pass-Through Certificates
Series 2002-8
-----------------------------------------------------------------
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.................................................
Section 1.02 Acts of Holders.............................................
Section 1.03 Effect of Headings and Table of Contents....................
Section 1.04 Benefits of Agreement.......................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans................................
Section 2.02 Acceptance by 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............................
Section 4.07 Determination of LIBOR......................................
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 11.07 Original Subordinated Percentage............................
Section 11.08 Original Class B Principal Balance..........................
Section 11.09 Original Group I Subordinated Principal Balance.............
Section 11.10 Original Group II Subordinated Principal Balance............
Section 11.11 Original Principal Balances of the Classes of Class B
Certificates
Section 11.12 Original Class I-B-1 and Class II-B-1 Fractional Interest...
Section 11.13 Original Class I-B-2 and Class II-B-2 Fractional Interest...
Section 11.14 (a) Original Class I-B-3 and Class II-B-3 Fractional
Interest
Section 11.15 (a) Original Class I-B-4 and Class II-B-4 Fractional
Interest
Section 11.16 (a) Original Class I-B-5 and Class II-B-5 Fractional
Interest
Section 11.17 Closing Date................................................
Section 11.18 Right to Purchase...........................................
Section 11.19 Wire Transfer Eligibility...................................
Section 11.20 Single Certificate..........................................
Section 11.21 Servicing Fee Rate..........................................
Section 11.22 Master Servicing Fee Rate...................................
EXHIBITS
--------
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-13 - Form of Face of Class A-13 Certificate
EXHIBIT A-14 - Form of Face of Class A-14 Certificate
EXHIBIT A-15 - Form of Face of Class A-15 Certificate
EXHIBIT A-16 - Form of Face of Class A-16 Certificate
EXHIBIT A-17 - Form of Face of Class A-17 Certificate
EXHIBIT A-18 - Form of Face of Class A-18 Certificate
EXHIBIT A-19 - Form of Face of Class A-19 Certificate
EXHIBIT A-20 - Form of Face of Class A-20 Certificate
EXHIBIT A-21 - Form of Face of Class A-21 Certificate
EXHIBIT A-22 - Form of Face of Class A-22 Certificate
EXHIBIT A-23 - Form of Face of Class A-23 Certificate
EXHIBIT A-24 - Form of Face of Class A-24 Certificate
EXHIBIT A-25 - Form of Face of Class A-25 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT II-A-2 - Form of Face of Class II-A-2 Certificate
EXHIBIT II-A-3 - Form of Face of Class II-A-3 Certificate
EXHIBIT II-A-4 - Form of Face of Class II-A-4 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 2002-8 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-2A - Schedule of Other Servicer Mortgage Loans in Group I
EXHIBIT F-2B - 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 for 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
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of April 29, 2002
executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION
NATIONAL BANK, 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.
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 Current Bankruptcy Losses: For a Loan Group with respect
to any Distribution Date, the sum of all Bankruptcy Losses incurred on any of
the Mortgage Loans in the related Loan Group during a period corresponding to
the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date.
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.
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.
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 A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-19 Certificates, Class A-20
Certificates, Class A-21 Certificates, Class A-22 Certificates, Class A-23
Certificates, Class A-24 Certificates, Class A-25 Certificates, Class A-PO
Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3
Certificates, Class II-A-4 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 trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the 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 A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-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 such 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-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 A-1 and Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-5 and Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-6 and Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-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 A-7 and Exhibit C hereto.
Class A-7 Certificateholder: The registered holder of a Class
A-7 Certificate.
Class A-8 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-8 and Exhibit C hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-9 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-9 and Exhibit C hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-10 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-10 and Exhibit C hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-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 A-11 and Exhibit C hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class 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 A-12 and Exhibit C hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class 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 A-13 and Exhibit C hereto.
Class A-13 Certificateholder: The registered holder of a Class A-13
Certificate.
Class 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 A-14 and Exhibit C hereto.
Class A-14 Certificateholder: The registered holder of a Class A-14
Certificate.
Class 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 A-15 and Exhibit C hereto.
Class A-15 Certificateholder: The registered holder of a Class A-15
Certificate.
Class 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 A-16 and Exhibit C hereto.
Class A-16 Certificateholder: The registered holder of a Class A-16
Certificate.
Class A-17 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-17 and Exhibit C hereto.
Class A-17 Certificateholder: The registered holder of a Class A-17
Certificate.
Class A-18 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-18 and Exhibit C hereto.
Class A-18 Certificateholder: The registered holder of a Class A-18
Certificate.
Class A-19 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-19 and Exhibit C hereto.
Class A-19 Certificateholder: The registered holder of a Class A-19
Certificate.
Class A-20 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-20 and Exhibit C hereto.
Class A-20 Certificateholder: The registered holder of a Class A-20
Certificate.
Class A-20 Pass-Through Rate: With respect to the Distribution Date
occurring in May 2002, 2.420% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trustee on the applicable
Rate Determination Date, equal to 0.550% plus LIBOR subject to a minimum rate of
0.550% and a maximum rate of 8.500%.
Class A-21 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-21 and Exhibit C hereto.
Class A-21 Certificateholder: The registered holder of a Class A-21
Certificate.
Class A-21 Interest Accrual Amount: As to any Distribution Date, (i)
the product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-21
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 A-21 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 A-21
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 A-21 Pass-Through Rate: With respect to the Distribution Date
occurring in May 2002, 6.080% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trustee on the applicable
Rate Determination Date, equal to 7.950% minus LIBOR subject to a minimum rate
of 0.000% and a maximum rate of 7.950%.
Class A-22 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-22 and Exhibit C hereto.
Class A-22 Certificateholder: The registered holder of a Class A-22
Certificate.
Class A-23 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-23 and Exhibit C hereto.
Class A-23 Certificateholder: The registered holder of a Class A-23
Certificate.
Class A-23 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 A-23 Certificates would be reduced as a result of
the application of the third sentence of the definition of Principal Balance.
Class A-24 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-24 and Exhibit C hereto.
Class A-24 Certificateholder: The registered holder of a Class A-24
Certificate.
Class A-25 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-25 and Exhibit C hereto.
Class A-25 Certificateholder: The registered holder of a Class A-25
Certificate.
Class A-25 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 A-25 Certificates with respect to such
Determination Date prior to any reduction for the Class A-25 Loss Allocation
Amount and (b) the Class A-23 Loss Amount.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L20 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit C hereto.
Class A-LR Certificateholder: The registered holder of the Class
A-LR Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 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 Sections 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 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 A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class 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-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-A-2 and Exhibit C hereto.
Class II-A-2 Certificateholder: The registered holder of a Class
II-A-2 Certificate.
Class II-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 II-A-3 and Exhibit C hereto.
Class II-A-3 Certificateholder: The registered holder of a Class
II-A-3 Certificate.
Class II-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 II-A-4 and Exhibit C hereto.
Class II-A-4 Certificateholder: The registered holder of a Class
II-A-4 Certificate.
Class II-A-4 Priority Amount: For any Distribution Date, the lesser
of (i) the Principal Balance of the Class II-A-4 Certificates and (ii) the sum
of (A) the product of (1) the Class II-A-4 Priority Percentage, (2) the Shift
Percentage and (3) the Group II Scheduled Principal Amount and (B) the product
of (1) the Class II-A-4 Priority Percentage, (2) the Prepayment Shift Percentage
and (3) the Group II Unscheduled Principal Amount.
Class II-A-4 Priority Percentage: The Principal Balance of the Class
II-A-4 Certificates divided by the Group II-A Non-PO Principal Balance.
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-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 Sections 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 Pass-Through Rate: As to the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16,
Class A-17, Class A-18, Class A-19, Class A-23, Class A-24 and Class A-25
Certificates, 6.500% per annum. As to the Class A-20 Certificates, the Class
A-20 Pass-Through Rate. As to the Class A-21 Certificates, the Class A-21
Pass-Through Rate. As to the Class A-22 Certificates, 6.250% per annum. As to
the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates,
6.000% 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
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 eighth 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 (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) the principal portion of
any Debt Service Reduction with respect to 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 Sections 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 (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) the principal portion of
any Debt Service Reduction with respect to 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 Sections 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 (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) the principal portion of
any Debt Service Reduction with respect to 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 Sections 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
tenth 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 (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) the principal portion of
any Debt Service Reduction with respect to 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 Sections 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 fourteenth 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 (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) the principal portion of
any Debt Service Reduction with respect to 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 Sections 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 (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) the principal portion of
any Debt Service Reduction with respect to 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 Sections 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-L Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(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 eighth 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 (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the month
of such Distribution Date on such Mortgage Loan, less (B) the principal
portion of any Debt Service Reduction with respect to 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 Sections 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 (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the month
of such Distribution Date on such Mortgage Loan, less (B) the principal
portion of any Debt Service Reduction with respect to 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 Sections 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 (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the month
of such Distribution Date on such Mortgage Loan, less (B) the principal
portion of any Debt Service Reduction with respect to 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 Sections 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
tenth 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 (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the month
of such Distribution Date on such Mortgage Loan, less (B) the principal
portion of any Debt Service Reduction with respect to 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 Sections 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 fourteenth 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 (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the month
of such Distribution Date on such Mortgage Loan, less (B) the principal
portion of any Debt Service Reduction with respect to 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 Sections 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 (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the month
of such Distribution Date on such Mortgage Loan, less (B) the principal
portion of any Debt Service Reduction with respect to 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 Sections 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-X-X Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(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 6.500% for the Group I-B Certificates and 6.000% 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:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class, Classes or Components
Class A-L1 Interest Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7
Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13
Certificates, Class A-14 Certificates, Class A-15
Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-19
Certificates, Class A-23 Certificates, Class A-24
Certificates and Class A-25 Certificates
Class A-L20 Interest Class A-20 Certificates, Class A-21 Certificates and Class
A-22 Certificates
Class II-A-L1 Interest Class II-A-1 Certificates, Class II-A-2 Certificates, Class
II-A-3 Certificates and Class II-A-4 Certificates
Class A-LPO Interest Class I-A-PO Component and Class II-A-PO Component
Class A-LUR Interest Class A-R Certificate
Class I-B-L Interest 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 and Class I-B-6 Certificates
Class II-X-X Interest 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 and Class II-B-6 Certificates
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.
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.
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 April 29,
2002, 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 is as set forth in Section
11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Class A-21 Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class A-21 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; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency; 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 May 25, 2032, 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 May 25, 2017.
Fitch Ratings: Fitch Ratings, or its successors 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) 6.500%, (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) 6.000%, (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)
6.500%, (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) 6.000%, (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 6.500%.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1A
and F-2A 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, and (iii) 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 Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal balance of a
Group I Mortgage Loan substituted for a Group I Mortgage Loan pursuant to
Sections 2.02, 2.03 or 2.06 on or following the Determination Date in the
month in which such Distribution Date occurs and the unpaid principal
balance of such 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 6.000%.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibits
F-1B and F-2B 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 and (iii) 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 Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal balance of a
Group II Mortgage Loan substituted for a Group II Mortgage Loan pursuant
to Sections 2.02, 2.03 or 2.06 on or following the Determination Date in
the month in which such Distribution Date occurs and the unpaid principal
balance of such 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.
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.
Group I-A Certificate: Any Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23, Class
A-24, Class A-25, Class A-R or Class 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 A-21 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 the Class A-21 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).
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 Group I-A Non-PO Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the
Principal Balance of such Class by the Group I-A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Group I-A
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Group I-A 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 (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) the principal portion of
any Debt Service Reduction with respect to 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 such Distribution Date, was
repurchased by the Seller pursuant to Sections 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 April 2007, 100%. As to any Distribution Date
subsequent to April 2007 to and including the Distribution Date in April 2008,
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 April 2008 to and including the Distribution Date in April
2009, 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 April 2009 to and including the Distribution
Date in April 2010, 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 April 2010 to and including the Distribution
Date in April 2011, 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 April 2011, 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 April 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 May 2007 and April 2008 (2) 35% of the Original Group I
Subordinated Principal Balance if such Distribution Date occurs between and
including May 2008 and April 2009, (3) 40% of the Original Group I Subordinated
Principal Balance if such Distribution Date occurs between and including May
2009 and April 2010, (4) 45% of the Original Group I Subordinated Principal
Balance if such Distribution Date occurs between and including May 2010 and
April 2011, and (5) 50% of the Original Group I Subordinated Principal Balance
if such Distribution Date occurs during or after May 2011. 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 Group I-A Certificates and the Class
I-A-PO Component.
Group I-A Priority Amount: For any Distribution Date, the lesser of
(i) the sum of the Principal Balances of the Class A-24 and Class A-25
Certificates and (ii) the sum of (A) the product of (1) the Group I-A Priority
Percentage, (2) the Shift Percentage and (3) the Group I Scheduled Principal
Amount and (B) the product of (1) the Group I-A Priority Percentage, (2) the
Prepayment Shift Percentage and (3) the Group I Unscheduled Principal Amount.
Group I-A Priority Percentage: The sum of the Principal Balances of
the Class A-24 and Class A-25 Certificates divided by Group I Aggregate Non-PO
Principal Balance.
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, Class II-A-2, Class II-A-3
or Class II-A-4 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 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 (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less the principal portion of any
Debt Service Reduction with respect to 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 Sections 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 April 2007, 100%. As to any Distribution Date
subsequent to April 2007 to and including the Distribution Date in April 2008,
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 April 2008 to and including the Distribution Date in April
2009, 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 April 2009 to and including the Distribution
Date in April 2010, 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 April 2010 to and including the Distribution
Date in April 2011, 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 April 2011, 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 April 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 May 2007 and April 2008 (2) 35% of the Original Group II
Subordinated Principal Balance if such Distribution Date occurs between and
including May 2008 and April 2009, (3) 40% of the Original Group II Subordinated
Principal Balance if such Distribution Date occurs between and including May
2009 and April 2010, (4) 45% of the Original Group II Subordinated Principal
Balance if such Distribution Date occurs between and including May 2010 and
April 2011, and (5) 50% of the Original Group II Subordinated Principal Balance
if such Distribution Date occurs during or after May 2011. 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, Class II-A-2, Class II-A-3
and Class II-A-4 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 A-21 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 A-21
Certificates, the Class A-21 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.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month U.S. dollar deposits, as
determined by the Trustee on the related Rate Determination Date in accordance
with Section 4.10.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and Charlotte, North Carolina.
LIBOR Certificates: Any of the Class A-20 and Class A-21
Certificates.
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: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement.
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 April 29, 2002 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-2A and F-2B, which list may be amended
following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Sections 2.02, 2.03 or 2.06 and which list shall set forth at a
minimum the following information of the close of business on the Cut-Off Date
(or, with respect to Substitute Mortgage Loans, as of the close of business on
the day of substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged
Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield 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 6.500% or 6.000%, 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 the
Principal Balance of the Class A-20 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, Original Class I-B-5 Principal Balance
and the Original Class I-B-6 Principal Balance by the Original Aggregate Non-PO
Principal Balance 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,
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, 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,
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(a);
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-2A hereto and any of the Group II Mortgage Loans
identified in Exhibit F-2B hereto, as such Exhibits may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Other Servicing Agreements: The Servicing Agreements other than the
WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Custodian for
each Mortgage Loan that contains the documents specified in the Servicing
Agreements under their respective "Owner Mortgage Loan File" definition or
similar definition and/or other provisions requiring delivery of specified
documents to the owner of the Mortgage Loan in connection with the purchase
thereof, and any additional documents required to be added to the Owner Mortgage
Loan File pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the 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 A-21 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 A-21 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).
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:
Distribution Date Occurring In Prepayment
------------------------------ Shift
Percentage
----------
May 2002 through April 2007........................ 0%
May 2007 through April 2008........................ 30%
May 2008 through April 2009........................ 40%
May 2009 through April 2010........................ 60%
May 2010 through April 2011........................ 80%
May 2011 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 A-21
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 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) and
(iii) as a result of a Principal Adjustment. 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 A-23 Certificates will be decreased by the Class A-25
Loss Allocation Amount. After the applicable Subordination Depletion Date, the
Principal Balance for the Class A-25 Certificates will additionally be reduced
by the Class A-25 Loss Allocation Amount. In addition, any increase allocated to
the Class A-23 Certificates pursuant to the third sentence above will instead
increase the Principal Balances of the Class A-25 Certificates.
The Class A-21 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 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.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated February 21, 2002 as supplemented
by the prospectus supplement dated April 24, 2002, 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.
Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day preceding the 25th day of
the month preceding the month in which such Distribution Date occurs.
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 S&P. 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 F-1+ in the
case of Fitch, A-1 in the case of S&P and in the case of any other Rating Agency
shall mean its equivalent of such ratings. References herein to the highest
long-term rating categories of a Rating Agency shall mean AAA in the case of
Fitch and S&P, and in the case of any other Rating Agency shall mean its
equivalent of such ratings without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on Liquidated Loans for which the Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts with respect to such
Distribution Date and (ii) Bankruptcy Losses incurred during the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Record Date: For (i) the Class A-20 and Class A-21 Certificates, the
Business Day preceding the related Distribution Date and (ii) all other
Certificates, 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.
Reference Banks: Initially, the Reference Banks shall be Deutsche
Bank International, Bank of America, N.A., Citibank, N.A., and The Fuji Bank,
Limited. If any of these banks are not available, the Trustee shall select from
one of the following banks a substitute Reference Bank: Credit Suisse First
Boston Corporation, Westdeutsche Landesbank Girozentrale, The X.X.Xxxxxx Xxxxx
Bank or National Westminster Bank Plc. If any of these banks are not available,
the Trustee shall in its discretion select another Reference Bank.
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, National City Mortgage Co., SunTrust
Mortgage, Inc., HomeSide Lending Inc., HSBC Mortgage Corporation (USA), Hibernia
National Bank, CUNA Mutual Mortgage Corporation, and Colonial Savings, 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
------------------------------ ----------
May 2002 through April 2007............................ 0%
May 2007 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 Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
Trust 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: First Union National Bank, 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 Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Mid-Month Receipt Period with respect
to all types of Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class A-L1 Interest,
the Class A-L20 Interest, the Class II-A-L1 Interest, the Class A-LPO Interest,
the Class A-LUR Interest, the Class I-B-L Interest and the Class II-X-X
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 A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-21 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.
Weighted Average Net Mortgage Interest Rate: For a Loan Group as to
any Distribution Date, a rate per annum equal to the average, expressed as a
percentage of the Net Mortgage Interest Rates of all Mortgage Loans in such Loan
Group that were Outstanding Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date, weighted on the basis of the
respective Scheduled Principal Balances of such Mortgage Loans in such Loan
Group.
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
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d)
the right to receive amounts, if any, payable on behalf of any Mortgagor from
the Subsidy Account relating to any Subsidy Loan and (e) proceeds of all the
foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Custodian, on
or before the Closing Date, an Owner Mortgage Loan File. 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 deliver a copy
thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and
complete copy of the document sent for recording, and the Seller shall use its
best efforts to cause each such original recorded document or certified copy
thereof to be delivered to the 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 Mortgage Electronic Registration System, Inc.
("MERS") or its designee, no assignment of Mortgage in favor of the Trustee will
be required to be prepared or delivered and instead, the 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 to be included in the Owner Mortgage Loan File
if a copy thereof has been delivered. The Seller shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate by reason of the failure
of the Seller to cause to be delivered to the 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,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Custodian the assignment of the Mortgage Loan from the
Seller 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 encumbrancers of the
Mortgaged Property or (ii) the Seller has been advised by each Rating Agency
that non-recordation in a state will not result in a reduction of the rating
assigned by that Rating Agency at the time of 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.
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 and will deliver 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 Trustee shall promptly
(and in no event more than 30 days after the final certification) notify the
Seller, which shall have a period of 60 days after the date of such notice
within which to correct or cure any such defect. The Seller hereby covenants and
agrees that, if any material defect is not so corrected or cured, the Seller
will, not later than 60 days after the 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 less any Fixed Retained Yield through the
last day of the month in which such repurchase takes place or (ii) if within two
years of the Startup Day, or such other period permitted by the REMIC
Provisions, substitute for any Mortgage Loan to which such material defect
relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the 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 and 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) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac,
issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the 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; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the 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. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders 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-R and Class A-LR Certificates) and the Classes of Class
B Certificates as classes of "regular interests" and the Class A-R Certificate
as the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller
hereby further designates the Class A-L1 Interest, Class A-L20 Interest, Class
II-A-L1 Interest, Class A-LPO Interest, Class A-LUR Interest, Class I-B-L
Interest, Class II-X-X Interest as classes of "regular interests" and the Class
A-LR Certificate as the single class of "residual interest" in the Lower-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
The Closing Date is hereby designated as the "Startup Day" of each of the
Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Code Section
860G(a)(9). The "latest possible maturity date" of the regular interests in the
REMIC is May 25, 2032 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 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 or any amounts received pursuant to
the Surety Bond and shall, in addition, deposit into the Certificate Account the
following amounts, in the case of amounts specified in clause (i), not later
than the Distribution Date on which such amounts are required to be distributed
to Certificateholders and, in the case of the amounts specified in clause (ii),
not later than the Business Day next following the day of receipt and posting by
the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the 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 Sections 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.
(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 Sections 2.02,
2.03, 2.06, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the 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 Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;
(xii) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xiii) to pay to WFHM from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND 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.
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; 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; 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; and
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;
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder of
Class A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or
notional amount of any Class (other than the Class A-R and Class A-LR
Certificates) has been reduced to zero, such Class will be entitled to no
further distributions of principal or interest (including, without limitation,
any Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class 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 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. Such amounts distributed to the
Uncertificated Lower-Tier Interests in respect of principal and interest
with respect to any Distribution Date are referred to herein collectively
as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Principal Balances of the respective
Corresponding Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest, Class
A-L20 Interest and Class A-LUR Interest shall be 6.500% per annum. The
pass-through rate with respect to the Class II-A-L1 Interest shall be 6.000% per
annum. The pass-through rate with respect to the Class I-B-L Interest and Class
II-X-X Interest shall be equal to the Class B Pass-Through Rate for the related
Class B Certificates. The Class A-LPO Interest is a principal-only interest and
is 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 A-21 Certificates are interest only Certificates and are
not entitled to distributions in respect of principal.
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 A-R and Class A-LR Certificates,
pro-rata;
second, concurrently, to the Class A-24 and A-25 Certificates, pro
rata, up to the Group I-A Priority Amount for such Distribution Date;
third, concurrently, to the Class A-1, Class A-20 and Class A-22
Certificates, pro rata;
fourth, concurrently, as follows:
(i) 12.0000000000% to the Class A-2 Certificates; and
(ii) 87.5093679740%, sequentially, to the Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15,
Class A-16, Class A-17, Class A-18 and Class A-19 Certificates;
fifth, to the Class A-23 Certificates; and
sixth, concurrently, to the Class A-24 and Class A-25 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
Balances of the Group II-A Certificates, concurrently, as follows:
(i) 71.0469704998% to the Class II-A-1 Certificates; and
(ii) 28.0000000000%, sequentially, as follows:
(a) to the Class II-A-4 Certificates up to the Class
II-A-4 Priority Amount for such Distribution Date; and
(b) sequentially, to the Class II-A-2, Class II-A-3
and Class II-A-4 Certificates.
(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 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 A-LR
Certificate and all other amounts distributable to the Class 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 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 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 A-21, Class A-R or Class 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 A-21 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 A-21 Certificates, the Notional
Amount, if any;
(xxiii) in the case of each Class of LIBOR Certificates, the
applicable Class A Pass-Through Rate;
(xxiv) the Class A-PO Deferred Amounts, if any;
(xxv) the amount of PMI Advances made by a Servicer, if any with
respect to each Loan Group;
(xxvi) 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 A-R and Class A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class A-R and Class A-LR Certificates
with a $50 Denomination.
Within a reasonable period of time after the end of each calendar
year, the 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 of 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 Master Servicer 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.
SECTION 4.07 DETERMINATION OF LIBOR.
-----------------------
On each Rate Determination Date, the Trustee shall determine LIBOR
for the Distribution Date occurring in the succeeding month on the basis of the
British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month
deposits in U.S. dollars as found on Telerate page 3750 as of 11:00 A.M. London
time on such Rate Determination Date. As used herein, "Telerate page 3750" means
the display designated as page 3750 on the Bridge Telerate Service.
If on any Rate Determination Date the Trustee is unable to determine
LIBOR on the basis of the method set forth in the preceding paragraph, LIBOR for
the Distribution Date in the succeeding month will be whichever is higher of (x)
LIBOR as determined on the previous Rate Determination Date or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U.S. dollar lending rates that the Reference Banks are quoting, on
the relevant Rate Determination Date, to the principal London offices of at
least two leading banks in the London interbank market or (b) in the event that
the Trustee can determine no such arithmetic mean, the lowest one-month U.S.
dollar lending rate that the Reference Banks are quoting on such Rate
Determination Date to leading European banks.
If on any Rate Determination Date the Trustee is required but is
unable to determine the Reserve Interest Rate in the manner provided in the
preceding paragraph, LIBOR for the Distribution Date in the succeeding month
will be LIBOR as determined on the previous Rate Determination Date, or, in the
case of the first Rate Determination Date, 1.87%.
The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Class A Pass-Through
Rates of the LIBOR Certificates for the related Distribution Date to Beneficial
Owners or Holders of LIBOR Certificates who place a telephone call to the
Trustee at (000) 000-0000 and make a request therefor during normal working
hours on any Business Day.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
-----------------
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-R and
Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except,
if necessary, for one Certificate of each Class (other than the Class A-R and
Class A-LR Certificates) that evidences one Single Certificate plus such
additional principal portion or notional amount as is required in order for all
Certificates of such Class to equal the aggregate Original Principal Balance 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-0, X-0, X-0, X-0,
X-0, X-0, X-0, X-0, X-0, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00,
X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-X, X-XX, XX-X-0, II-A-2, XX-X-0,
XX-X-0, X-XX, X-X-0, X-X-0, X-X-0, I-B-4, I-B-5, 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 A-R or Class A-LR Certificate may be transferred directly or indirectly to
a "disqualified organization" within the meaning of Code Section 860E(e)(5) or
an agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trustee with an
effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that
has delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R or Class
A-LR Certificate to it is in accordance with the requirements of the Code and
the regulations promulgated thereunder and that such transfer of the Class A-R
or Class A-LR Certificate will not be disregarded for federal income tax
purposes (any such person who is not covered by clauses (i), (ii) or (iii) above
being referred to herein as a "Non-permitted Foreign Holder"), and any such
purported transfer shall be void and have no effect. The Trustee shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class A-R or Class A-LR Certificate in
connection with any such transfer to a disqualified organization or agent
thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder
or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trustee shall accept a surrender for transfer or registration of transfer, or
register the transfer of, the Class A-R or Class A-LR Certificate, unless the
transferor shall have provided to the 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 A-R or
Class A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class A-R or Class A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R or Class A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R or Class A-LR Certificate has been
transferred, directly or indirectly, to a disqualified organization or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, (i) such transferee shall be deemed to hold the Class
A-R or Class A-LR Certificate in constructive trust for the last transferor who
was not a disqualified organization or agent thereof, and such transferor shall
be restored as the owner of the Class A-R or Class A-LR Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Class A-R or Class A-LR Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R or Class A-LR Certificate or such agent (within 60
days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class A-R or Class A-LR Certificate (or
portion thereof) for periods after such transfer. At the election of the Master
Servicer, the cost to the Master Servicer of computing and furnishing such
information may be charged to the transferor or such agent referred to above;
however, the Master Servicer shall in no event be excused from furnishing such
information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
--------------------------------------------------
If (i) any mutilated Certificate is surrendered to the 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 A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, Class A-20, Class A-21, Class A-22, Class A-23, Class A-24, Class
A-25, Class A-R, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4 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 A-L1, Class A-L20, Class II-A-L1, Class A-LPO, Class A-LUR, Class
I-B-L and Class II-X-X Interests and the Class A-LR Certificate; (viii) exercise
reasonable care not to allow the occurrence of any "prohibited transactions"
within the meaning of Code Section 860F(a), unless the Master Servicer shall
have provided an Opinion of Counsel to the 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 A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be 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, 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 (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. Xxxxx, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the sum of the Pool Scheduled Principal Balances of
the Mortgage Loans as of the Final Distribution Date being less than the amount
set forth in Section 11.17. In the case of any purchase by the Seller pursuant
to said clause (i), 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 (in any other case) 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 repurchase, 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 A-R and Class A-LR Certificates, the amounts, if any, which
remain on deposit in the Upper-Tier Certificate Account and the Certificate
Account, respectively (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the 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 Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within 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 and the Trustee have received an Opinion of
Counsel to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject 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:
(a) changing the Applicable Unscheduled Principal Receipt
Period for Type 1 Mortgage Loans to a Mid-Month Receipt
Period with respect to all Unscheduled Principal Receipts;
or
(b) changing the Applicable Unscheduled Principal Receipt
Period for all Mortgage Loans serviced by any Servicer to a
Mid-Month Receipt Period with respect to Full Unscheduled
Principal Receipts and to a Prior Month Receipt Period with
respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the 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 April 1, 2002.
SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
-----------------------------------------
The Cut-Off Date Aggregate Principal Balance is $750,969,737.57.
SECTION 11.03 ORIGINAL GROUP I-A PERCENTAGE.
------------------------------
The Original Group I-A Percentage is 97.14200686%.
SECTION 11.04 ORIGINAL GROUP II-A PERCENTAGE.
-------------------------------
The Original Group II-A Percentage is 98.74644097%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
---------------------------------------------
CLASS A CERTIFICATES.
---------------------
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class A-1 $ 2,500,000.00
Class A-2 $ 5,000,000.00
Class A-3 $ 400,000.00
Class A-4 $ 400,000.00
Class A-5 $ 400,000.00
Class A-6 $ 400,000.00
Class A-7 $ 400,000.00
Class A-8 $ 400,000.00
Class A-9 $ 400,000.00
Class A-10 $ 400,000.00
Class A-11 $ 400,000.00
Class A-12 $ 400,000.00
Class A-13 $ 400,000.00
Class A-14 $ 400,000.00
Class A-15 $ 400,000.00
Class A-16 $ 400,000.00
Class A-17 $ 400,000.00
Class A-18 $ 4,000,000.00
Class A-19 $ 25,030,000.00
Class A-20 $ 30,646,000.00
Class A-22 $ 245,168,000.00
Class A-23 $ 29,416,000.00
Class A-24 $ 39,000,000.00
Class A-25 $ 1,000,000.00
Class A-R $ 50.00
Class A-LR $ 50.00
Class II-A-1 $ 245,387,000.00
Class II-A-2 $ 71,259,000.00
Class II-A-3 $ 18,741,000.00
Class II-A-4 $ 10,000,000.00
Class A-PO $ 2,029,841.00
Original Component
Component Principal Balance
---------
Class I-A-PO Component $ 1,103,588.60
Class II-A-PO Component $ 926,252.90
SECTION 11.05(a) ORIGINAL NOTIONAL AMOUNT.
-------------------------
The Original Notional Amount is $ 30,646,000.00.
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
$399,168,302.69.
(b) ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE FOR GROUP II.
---------------------------------------------------------
The Original Aggregate Non-PO Principal Balance for Group II
is $349,771,593.38.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
---------------------------------
(a) ORIGINAL GROUP I SUBORDINATED PERCENTAGE.
-----------------------------------------
The Original Group I Subordinated Percentage is 2.85799314%.
(b) ORIGINAL GROUP II SUBORDINATED PERCENTAGE.
------------------------------------------
The Original Group II Subordinated Percentage is 1.25355903%.
SECTION 11.08 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
------------------------------------------------
The Original Group I Subordinated Principal Balance
is $11,408,202.69.
SECTION 11.09 ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE.
-------------------------------------------------
The Original Group II Subordinated Principal Balance
is $4,384,593.38.
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 $ 5,604,000.00
Class I-B-2 $ 2,201,000.00
Class I-B-3 $ 1,601,000.00
Class I-B-4 $ 601,000.00
Class I-B-5 $ 800,000.00
Class I-B-6 $ 601,202.69
Class II-B-1 $ 2,105,000.00
Class II-B-2 $ 876,000.00
Class II-B-3 $ 526,000.00
Class II-B-4 $ 351,000.00
Class II-B-5 $ 175,000.00
Class II-B-6 $ 351,593.38
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 1.45407404%.
(b) ORIGINAL CLASS II-B-1 FRACTIONAL INTEREST.
------------------------------------------
The Original Class II-B-1 Fractional Interest is 0.65173771%.
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 0.90267755%.
(b) ORIGINAL CLASS II-B-2 FRACTIONAL INTEREST.
------------------------------------------
The Original Class II-B-2 Fractional Interest is 0.40128855%.
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 0.50159360%.
(b) ORIGINAL CLASS II-B-3 FRACTIONAL INTEREST.
------------------------------------------
The Original Class II-B-3 Fractional Interest is 0.25090470%.
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 0.35103055%.
(b) ORIGINAL CLASS II-B-4 FRACTIONAL INTEREST.
------------------------------------------
The Original Class II-B-4 Fractional Interest is 0.15038385%.
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 0.15061383%.
(b) ORIGINAL CLASS II-B-5 FRACTIONAL INTEREST.
------------------------------------------
The Original Class II-B-5 Fractional Interest is 0.10052085%.
SECTION 11.16 CLOSING DATE.
-------------
The Closing Date is April 29, 2002.
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 $75,096,973.76
(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 A-21,
Class A-R and Class A-LR Certificates) and the Class B Certificates (other than
the Class II-B-4, Class II-B-5 and Class II-B-6 Certificates), the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-21 Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 5% Percentage Interest. The Class
A-R, Class A-LR, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates are
not eligible for wire transfer.
SECTION 11.19 SINGLE CERTIFICATE.
-------------------
A Single Certificate for the Class A-1, Class A-20, Class A-22,
Class A-23, Class A-24, Class II-A-1, Class II-A-2 and Class II-A-3 Certificates
represent a $25,000 Denomination. A Single Certificate for the Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16,
Class A-17, Class A-18, Class A-19 and Class II-A-4 Certificates represent a
$1,000 Denomination. A Single Certificate for the Class A-21 Certificates
represent a $1,393,000 Denomination. A Single Certificate for the Class A-R and
Class A-LR Certificates represents a $50 Denomination. A Single Certificate for
the Class A-25, 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, Class I-B-6 Certificates
represents a $250,000 Denomination. A Single Certificate for the Class II-B-4
represents a $351,000 Denomination. A Single Certificate for the Class II-B-5
Certificates represents a $175,000 Denomination. A Single Certificate for the
Class II-B-6 Certificates represents a $351,593.38 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 0.017% 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: Xxxx X. XxXxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
---------------------------------
Name: Xxxxxxx X. Xxxx III
Title: Vice President
FIRST UNION NATIONAL BANK
as Trustee
By:
---------------------------------
Name:
Title:
Attest:
By: ______________________________
Name: ____________________________
Title: ___________________________
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 29th day of April, 2002, before me, a notary public in and
for the State of Maryland, personally appeared Xxxx XxXxxxxx, known to me who,
being by me duly sworn, did depose and say that he resides at McLean, Virginia;
that he is Vice President of Xxxxx Fargo Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 29th day of April, 2002, 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 29th day of April, 2002, 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 First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 29th day of April, 2002, 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 First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AA 5 First Distribution Date: May 28, 2002
ISIN No.: US94978TAA51 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-1 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-1 Certificates required to be
distributed to Holders of the Class A-1 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-1 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-1 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AB 3 First Distribution Date: May 28, 2002
ISIN No.: US94978TAB35 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-2 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-2 Certificates required to be
distributed to Holders of the Class A-2 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-2 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-2 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AC 1 First Distribution Date: May 28, 2002
ISIN No.: US94978TAC18 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-3 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-3 Certificates required to be
distributed to Holders of the Class A-3 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-3 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-3 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AD 9 First Distribution Date: May 28, 2002
ISIN No.: US94978TAD90 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-4 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-4 Certificates required to be
distributed to Holders of the Class A-4 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-4 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-4 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AE 7 First Distribution Date: May 28, 2002
ISIN No: US94978TAE73 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-5 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-5 Certificates required to be
distributed to Holders of the Class A-5 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-5 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-5 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-6
[FORM OF FACE OF CLASS 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 2002-8, CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AF 4 First Distribution Date: May 28, 2002
ISIN NO.: US94978TAF49 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-6 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-6 Certificates required to be
distributed to Holders of the Class A-6 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
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 A-6 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-6 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AG 2 First Distribution Date: May 28, 2002
ISIN No.: US94978TAG22 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-7 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-7 Certificates required to be
distributed to Holders of the Class A-7 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-7 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-7 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to
four-family residential mortgage
loans, which may include loans secured by
shares issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AH 0 First Distribution Date: May 28, 2002
ISIN No.: US94978TAH05 Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date: May 25, 2032
by this Certificate: ______%
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-8 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-8 Certificates required to be
distributed to Holders of the Class A-8 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-8 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-8 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-9
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AJ 6 First Distribution Date: May 28, 2002
ISIN No.: US94978TAJ60 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-9 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-9 Certificates required to be
distributed to Holders of the Class A-9 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-9 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-9 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-10
[FORM OF FACE OF CLASS 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 2002-8, CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AK 3 First Distribution Date: May 28, 2002
ISIN No.: US94978TAK34 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-10 Certificates with respect to a Trust Estate
consisting of 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-10 Certificates required to be
distributed to Holders of the Class A-10 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
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 A-10 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-10 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-11
[FORM OF FACE OF CLASS 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 2002-8, CLASS 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, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AL 1 First Distribution Date: May 28, 2002
ISIN No.: US94978TAL17 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-11 Certificates required to be
distributed to Holders of the Class 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 A-11 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-12
[FORM OF FACE OF CLASS 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 2002-8, CLASS 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, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AM 9 First Distribution Date: May 28, 2002
ISIN No.: US94978TAM99 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-12 Certificates required to be
distributed to Holders of the Class 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 A-12 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-13
[FORM OF FACE OF CLASS 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 2002-8, CLASS 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, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AN 7 First Distribution Date: May 28, 2002
ISIN No.: US94978TAN72 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-13 Certificates required to be
distributed to Holders of the Class 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 A-13 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-14
[FORM OF FACE OF CLASS 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 2002-8, CLASS 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, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AP 2 First Distribution Date: May 28, 2002
ISIN No.: US94978TAP21 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-14 Certificates required to be
distributed to Holders of the Class 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 A-14 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-15
[FORM OF FACE OF CLASS 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 2002-8, CLASS 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, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AQ 0 First Distribution Date: May 28, 2002
ISIN No.: US94978TAQ04 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-15 Certificates required to be
distributed to Holders of the Class 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 A-15 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-16
[FORM OF FACE OF CLASS 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 2002-8, CLASS 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, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AR 8 First Distribution Date: May 28, 2002
ISIN No.: US94978TAR86 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-16 Certificates required to be
distributed to Holders of the Class 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 A-16 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-17
[FORM OF FACE OF CLASS A-17 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 2002-8, CLASS A-17
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AS 6 First Distribution Date: May 28, 2002
ISIN No.: US94978TAS69 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-17 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-17 Certificates required to be
distributed to Holders of the Class A-17 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 A-17 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-17 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-18
[FORM OF FACE OF CLASS A-18 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 2002-8, CLASS A-18
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AT 4 First Distribution Date: May 28, 2002
ISIN No.: US94978TAT43 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-18 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-18 Certificates required to be
distributed to Holders of the Class A-18 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 A-18 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-18 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-19
[FORM OF FACE OF CLASS A-19 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 2002-8, CLASS A-19
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AU 1 First Distribution Date: May 28, 2002
ISIN No.: US94978TAU16 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-19 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-19 Certificates required to be
distributed to Holders of the Class A-19 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 A-19 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-19 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-20
[FORM OF FACE OF CLASS A-20 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 2002-8, CLASS A-20
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AV 9 First Distribution Date: May 28, 2002
ISIN No.: US94978TAV98 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-20 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-20 Certificates required to be distributed to Holders of the Class A-20
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 A-20 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
applicable with respect to the Distribution Date in May 2002 will be 2.420% per
annum. Thereafter, with respect to each Distribution Date, the pass-through rate
will be a per annum rate equal to 0.550% plus LIBOR as determined on the second
business day prior to the 25th day of the month preceding the month in which
such Distribution Date occurs, subject to a minimum rate of 0.550% and a maximum
rate of 8.500%. 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 and the interest portion of certain Realized
Losses allocated to the Class A-20 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-21
[FORM OF FACE OF CLASS A-21 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 2002-8, CLASS A-21
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING 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: April 1, 2002
CUSIP No.: 94978T AW 7 First Distribution Date: May 28, 2002
ISIN No.: US94978TAW71 Denomination: $________________(Initial
Notional Amount)
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-21 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-21 Certificates required to be distributed to Holders of the Class A-21
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class A-21 Certificates are not entitled to
distributions in respect of principal. The pass-through rate on the Class A-21
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 applicable with respect to the Distribution Date in May 2002
will be 6.080% per annum. Thereafter, with respect to each Distribution Date,
the pass-through rate will be a per annum rate equal to 7.950% minus LIBOR as
determined on the second business day prior to the 25th day of the month
preceding the month in which such Distribution Date occurs, subject to a minimum
rate of 0.000% and a maximum rate of 7.950%. 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 and the
interest portion of certain Realized Losses allocated to the Class A-21
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-22
[FORM OF FACE OF CLASS A-22 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 2002-8, CLASS A-22
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AX 5 First Distribution Date: May 28, 2002
ISIN No.: US94978TAX54 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-22 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-22 Certificates required to be
distributed to Holders of the Class A-22 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 A-22 Certificates applicable to each Distribution
Date will be 6.250% 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 and the interest
portion of certain Realized Losses allocated to the Class A-22 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-23
[FORM OF FACE OF CLASS A-23 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 2002-8, CLASS A-23
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AY 3 First Distribution Date: May 28, 2002
ISIN No.: US94978TAY38 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-23 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-23 Certificates required to be
distributed to Holders of the Class A-23 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 A-23 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-23 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-24
[FORM OF FACE OF CLASS A-24 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 2002-8, CLASS A-24
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T AZ 0 First Distribution Date: May 28, 2002
ISIN No.: US94978TAZ03 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-24 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-24 Certificates required to be
distributed to Holders of the Class A-24 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 A-24 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-24 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-25
[FORM OF FACE OF CLASS A-25 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 2002-8, CLASS A-25
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by
shares issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
AFTER THE APPLICABLE SUBORDINATION DEPLETION DATE, THE PRINCIPAL
PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS A-23 CERTIFICATES WILL BE
BORNE BY THE CLASS A-25 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BA 4 First Distribution Date: May 28, 2002
ISIN No.: US94978TBA43 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
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-25 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 A-25 Certificates required to be
distributed to Holders of the Class A-25 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 A-25 Certificates applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-25 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE 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 POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BB 2 First Distribution Date: May 28, 2002
ISIN No.: US94978TBB26 Denomination: $___________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of 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, and
which may include loans secured by shares issued by cooperative housing
corporations (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 April 29, 2002 (the "Agreement") among the
Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and First Union National Bank, 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 A-R Certificate required to be distributed
to the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE 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 POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BC 0 First Distribution Date: May 28, 2002
ISIN No.: US94978TBC09
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: May 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-LR Certificate with respect to a
Trust Estate consisting of 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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 A-LR Certificate required to be
distributed to the Holder of the Class A-LR Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-LR Certificate applicable to each Distribution
Date will be 6.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-LR Certificate, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 2002-8, 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, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BD 8 First Distribution Date: May 28, 2002
ISIN No.: US94978TBD81 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2017
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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 6.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT II-A-2
[FORM OF FACE OF CLASS II-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 2002-8, CLASS II-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BE 6 First Distribution Date: May 28, 2002
ISIN No.: US94978TBE64 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2017
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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-2 Certificates required to be
distributed to Holders of the Class II-A-2 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-2 Certificates applicable to each
Distribution Date will be 6.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-2 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT II-A-3
[FORM OF FACE OF CLASS II-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 2002-8, CLASS II-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BF 3 First Distribution Date: May 28, 2002
ISIN No.: US94978TBF30 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2017
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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-3 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-3 Certificates applicable to each
Distribution Date will be 6.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-3 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT II-A-4
[FORM OF FACE OF CLASS II-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 2002-8, CLASS II-A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BG 1 First Distribution Date: May 28, 2002
ISIN No.: US94978TBG13 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2017
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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, and which may
include loans secured by shares issued by cooperative housing corporations (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 April 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, 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-4 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-4 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-4 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 2002-8, 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, which may include
loans secured by shares issued by cooperative housing
corporations,
sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BH 9 First Distribution Date: May 28, 0000
XXXX Xx. XX00000XXX00 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: May 25, 2032
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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BJ 5 First Distribution Date: May 28, 2002
ISIN No.: US94978TBJ51 Denomination: $_________________
Percentage Interest evidenced
by this Certificate: ________% Final Scheduled Maturity Date: May 25, 2032
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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BK 2 First Distribution Date: May 28, 2002
ISIN No.: US94978TBK25 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: May 25, 2032
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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
Relief Act Shortfall and the interest portion of certain Realized Losses
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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BL 0 First Distribution Date: May 28, 2002
ISIN No.: US94978TBL08 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: May 25, 2032
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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and Relief Act Shortfall and the interest portion of certain Realized
Losses 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BQ 9 First Distribution Date: May 28, 2002
ISIN No.: US94978TBQ94 Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: May 25, 2032
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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and Relief Act Shortfall and the interest portion of certain
Realized Losses 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BR 7 First Distribution Date: May 28, 2002
ISIN No.: US94978TBR77 Denomination: $_____________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: May 25, 2032
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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and Relief Act Shortfall and the interest portion of certain
Realized Losses 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BS 5 First Distribution Date: May 28, 2002
ISIN No.: US94978TBS50 Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: May 25, 2032
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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BM 8 First Distribution Date: May 28, 2002
ISIN No.: US94978TBM80 Denomination: $_________________
Percentage Interest evidenced
by this Certificate: ________% Final Scheduled Maturity Date: May 25, 2017
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class 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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured
by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BN 6 First Distribution Date: May 28, 2002
ISIN No.: US94978TBN63 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: May 25, 2017
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class 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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.000% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
Relief Act Shortfall and the interest portion of certain Realized Losses
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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BP 1 First Distribution Date: May 28, 2002
ISIN No.: US94978TBP12 Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: May 25, 2017
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class 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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.000%
per annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and Relief Act Shortfall and the interest portion of certain Realized
Losses 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 Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BT 3 First Distribution Date: May 28, 2002
ISIN No.: US94978TBT34 Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: May 25, 2017
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class 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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and Relief Act Shortfall and the interest portion of certain
Realized Losses 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.
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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BU 0 First Distribution Date: May 28, 2002
ISIN No.: US94978TBU07 Denomination: $_____________
Percentage Interest evidenced Final Scheduled Maturity Date: May 25, 2017
by this Certificate: _____%
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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses 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.
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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
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 POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-8, 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, which may include loans secured by shares
issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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 POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2002
CUSIP No.: 94978T BV 8 First Distribution Date: May 28, 2002
ISIN No.: US94978TBV89 Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: May 25, 2017
THIS CERTIFIES THAT ______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class 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, and which may include loans secured by shares issued by cooperative
housing corporations (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 April 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, 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 6.000% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and Relief Act Shortfall and the
interest portion of certain Realized Losses 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.
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:
First Union National Bank,
Trustee
By
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------------
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2002-8 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2002-8
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the 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 April 29, by and among FIRST UNION NATIONAL
BANK, 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 April 29, 2002
relating to the issuance of Mortgage Pass-Through Certificates, Series 2002-8
(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: FIRST UNION NATIONAL BANK,
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 By: ____________________________________
Xxxxxxxxx, Xxxxxxxx 00000 Name:_______________________________
Title:______________________________
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Master Servicer
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By: ____________________________________
Name:_______________________________
Title:______________________________
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Custodian
7485 New Horizon Way By: ____________________________________
Xxxxxxxxx, Xxxxxxxx 00000 Name:_______________________________
Title:______________________________
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 29th day of April, 2002, before me, a notary public in and
for the State of Maryland, personally appeared Xxxx XxXxxxxx, known to me who,
being by me duly sworn, did depose and say that he resides at McLean, Virginia;
that he is Vice President of Xxxxx Fargo Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 29th day of April, 2002, 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 29th day of April, 2002, 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 First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MINNESOTA )
ss.:
COUNTY OF )
On this 29th day of April, 2002, 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 corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1A
[Schedule of Type 1 Mortgage Loans in Group I]
WFMBS
WFMBS 2002-08 GROUP I LOANS EXHIBIT F-1A
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii)
----- ---------------------- ----- ----- -------- -------- -------- ----------- --------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
-------- ---------------------- ----- ----- -------- -------- -------- ----------- --------
792668 XXXXX XXXX XX 00000 PUD 6.875 6.500 $ 2,998.89 360
792703 XXXXXX XXXXX XX 00000 SFD 7.375 6.500 $ 2,293.05 360
793291 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,270.09 360
811087 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 3,729.44 360
811130 XXXXXX XXXXX XX 00000 SFD 7.250 6.500 $ 5,402.84 360
819101 XXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,334.96 360
4270023 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $ 5,111.00 360
4274151 XXXX XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,320.83 360
4274680 XXXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,525.91 360
4328717 SUFFERN NY 10901 SFD 7.375 6.500 $ 2,304.48 360
4336829 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,209.52 360
4393467 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,984.90 240
4410705 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,256.96 360
4415919 XXXXXX XX 00000 SFD 6.750 6.483 $ 2,237.66 360
4440357 XXXXXX XX 00000 SFD 6.750 6.483 $ 6,485.99 360
9345365 XXXXXXX XX 00000 LCO 6.750 6.483 $ 2,133.89 360
9347130 XXXXXX XX 00000 SFD 7.000 6.500 $ 5,621.81 360
9347446 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,946.33 360
9349074 XXXXXXXX XX 00000 MF2 6.875 6.500 $ 3,350.34 360
9357119 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,261.81 360
9357848 XXXX XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,270.10 360
9361345 XXXX XXXXXX XX 00000 LCO 7.375 6.500 $ 877.06 300
9364189 XXXXXX XX 00000 SFD 6.625 6.358 $ 2,420.38 360
9370717 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,102.18 360
9370885 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,080.85 360
9371301 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,941.58 360
9376700 XXX XXXXX XX 00000 SFD 7.500 6.500 $ 2,532.10 360
9385771 XXXXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,522.61 360
9385966 XXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,155.58 360
9386277 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,414.22 360
9391478 XXXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,283.07 360
9392016 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,364.95 360
9393916 XXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 3,326.52 360
9399500 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,195.50 360
9400249 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,207.28 360
9405745 XXXXXXXXX XXXX XX 00000 SFD 7.125 6.500 $ 3,766.09 360
9406394 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,168.89 360
9407011 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 2,233.56 360
9407259 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,578.63 360
9408017 XXXXX XXXXXXX XXXX XX 00000 SFD 6.750 6.483 $ 3,242.99 360
9408747 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,228.77 360
9409309 XXX XXXXXX XX 00000 SFD 7.125 6.500 $ 2,593.82 360
9409489 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,075.90 360
9409590 XXXXX XXXXXXXXX X XX 00000 SFD 7.250 6.500 $ 2,347.03 360
9410269 XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,541.69 360
9410502 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,447.31 360
9410670 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,425.39 360
9410982 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,399.82 360
9411219 XXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,529.18 360
9411445 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,021.88 360
9412397 XXXXXXX XXX XX 00000 SFD 7.000 6.500 $ 2,262.03 360
9412794 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,592.27 360
9413061 XXXXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,395.09 360
9413107 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,383.19 360
9413864 XXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,200.72 360
9414049 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,286.12 360
9414410 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $ 3,502.43 360
9414558 XXX XXXXX XX 00000 SFD 7.125 6.500 $ 3,395.55 360
9414603 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,547.25 360
9414789 XXXX XX 00000 SFD 7.750 6.500 $ 2,364.16 360
9415792 XXXXX XXX XX 00000 SFD 6.750 6.483 $ 2,117.68 360
9416206 AGUA XXXXX XXXX XX 00000 SFD 6.750 6.483 $ 2,750.06 360
9416479 XXXXX XXXXX XX 00000 SFD 7.125 6.500 $ 2,256.96 360
9417351 XXXXX XX 00000 SFD 6.875 6.500 $ 4,710.18 360
9417687 XXX XXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 2,594.68 360
9417836 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,247.53 360
9418844 XXXXX XXXX XX 00000 SFD 7.000 6.500 $ 2,095.71 360
9418911 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,626.83 360
9419152 XX XXXXXX-XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,256.96 360
9419291 XXXXX XXXXXXXX XX 00000 SFD 6.875 6.500 $ 6,273.67 360
9419345 XXXXXXXXX XXX XX 00000 SFD 6.875 6.500 $ 2,026.63 360
9419859 XXXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,215.48 360
9420196 XXXX XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,523.05 360
9421390 XXXXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,209.08 360
9423855 XXXXXX XX 00000 SFD 7.250 6.500 $ 2,618.54 360
9431843 XXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,401.17 360
9433272 XXXXXX XX 00000 SFD 7.125 6.500 $ 4,379.17 360
9434525 XXX XXXXX XX 00000 SFD 6.625 6.358 $ 3,137.52 360
9435812 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,307.94 360
9436160 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,140.38 360
9436357 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,319.40 360
9436985 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 2,036.48 360
9436999 XXXXXX XX 00000 SFD 7.125 6.500 $ 2,189.59 360
9437042 XXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,364.95 360
9437890 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 2,496.33 360
9438062 XXX XXXXXXX XX 00000 SFD 6.625 6.358 $ 2,209.08 360
9438129 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,331.07 360
9438316 XXXXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,548.99 360
9438883 XXXXX XX 00000 SFD 7.125 6.500 $ 2,201.04 360
9439577 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,463.49 360
9440964 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,091.73 360
9441190 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,003.64 360
9441373 XXXXX XXXX XX 00000 SFD 6.625 6.358 $ 3,636.97 360
9442225 XXX XXXXX XX 00000 LCO 6.750 6.483 $ 2,756.55 360
9442896 XXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,534.28 360
9443695 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,114.43 360
9444145 XXXXXXX XXX XX 00000 SFD 6.875 6.500 $ 2,463.48 360
9444582 XXX XXXX XX 00000 SFD 6.750 6.483 $ 2,231.18 360
9446215 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $ 2,030.12 360
9448354 XXX XXXXX XX 00000 SFD 6.875 6.500 $ 4,565.66 360
9458794 XXXXXXXXXXX XX 00000 LCO 6.750 6.483 $ 2,529.53 360
9461019 XXXXXX XX 00000 SFD 6.875 6.500 $ 3,427.59 360
9461506 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,767.66 360
9463048 XXXX XXXX XX 00000 SFD 6.750 6.483 $ 2,766.99 324
9470486 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,334.95 360
9472802 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 2,857.64 360
9477463 XXXXXXXXXXX XX 00000 SFD 6.500 6.233 $ 2,331.70 360
9477624 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $ 4,215.89 360
9481429 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 6,485.98 360
9482556 BRIDGEWATER XXXX. XX 00000 SFD 7.250 6.500 $ 2,626.38 360
9485094 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,553.98 360
9488845 XXXX XXXXXXX XX 00000 LCO 7.625 6.500 $ 2,371.11 360
9494701 XXX XXXXX XX 00000 SFD 7.250 6.500 $ 5,082.21 360
9494929 XXXX XXX XXXXXX XX 00000 SFD 6.750 6.483 $ 2,114.43 360
9497114 XXXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,153.26 360
9501772 XXXXXX XX 00000 SFD 6.750 6.483 $ 4,391.01 360
9504956 XXXXXX XX 00000 SFD 7.000 6.500 $ 4,191.41 360
9505699 XXXXXXX XX 00000 SFD 6.875 6.500 $ 3,218.95 360
9506066 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,139.21 360
9507857 XXX XXXX XX 00000 HCO 7.125 6.500 $ 2,128.95 360
9508292 XXX XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,703.00 360
9511192 XXX XXXXXXX XX 00000 MF2 7.125 6.500 $ 2,959.31 360
9512622 XXXXX XXXX XX 00000 SFD 6.875 6.500 $ 3,218.95 360
9513916 XXXXXX XX 00000 SFD 7.000 6.500 $ 4,989.77 360
9513970 XXX XXXX XX 00000 HCO 6.875 6.500 $ 2,463.48 360
9515137 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,405.14 360
9516535 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,242.99 360
9518042 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 5,854.66 360
9521589 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,140.37 360
9521835 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,166.32 360
9525121 XXXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,548.44 360
9526127 XXXXXXXXX XX 00000 SFD 6.500 6.233 $ 2,717.89 360
9529073 XXXXXX XX 00000 SFD 6.750 6.483 $ 2,205.23 360
9529538 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,302.52 360
9530117 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,448.88 360
9532440 XXXXXX XXXXXX XXX XX 00000 SFD 6.750 6.483 $ 2,886.26 360
9533945 XXXXXX XXXXXX XXX XX 00000 SFD 6.750 6.483 $ 2,075.51 360
9535118 XXXXXX XX 00000 SFD 7.000 6.500 $ 4,424.26 360
9535451 XXXXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $ 2,461.62 360
9537842 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,257.12 360
9543354 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,627.72 360
9543580 XXXXXX XX 00000 SFD 6.750 6.483 $ 2,107.94 360
9546538 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $ 5,255.43 360
9547122 XXX XXXXX XX 00000 SFD 7.250 6.500 $ 2,732.12 360
9548938 XXXXXXX XXXXX XX 00000 SFD 7.125 6.500 $ 6,732.13 360
9549663 XXXXXXX XX 00000 SFD 6.625 6.358 $ 3,041.48 360
9549817 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,072.96 360
9551830 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 5,375.26 360
9552013 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,003.63 360
9552169 XXXXXX XXXXX XX 00000 SFD 6.625 6.358 $ 6,191.81 360
9552248 XXX XXXXX XX 00000 MF2 6.500 6.233 $ 3,377.45 240
9552735 XXX XXXX XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,401.26 360
9553325 XXXXXX XX 00000 SFD 6.750 6.483 $ 2,555.48 360
9553874 XX XXXXX XX 00000 SFD 7.125 6.500 $ 4,716.03 360
9553900 INDIAN XXXXX XX 00000 LCO 7.000 6.500 $ 3,080.35 360
9556145 NAGS XXXX XX 00000 SFD 6.875 6.500 $ 2,808.37 360
9556860 XXXXX XXXXX XX 00000 SFD 6.625 6.358 $ 2,561.24 360
9556928 BENICIA CA 94510 SFD 6.875 6.500 $ 2,161.30 360
9557103 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,956.18 360
9557626 XXXXXX XX 00000 SFD 6.750 6.483 $ 3,891.59 360
9558732 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,484.13 360
9558962 XXXXXXXX XX 00000 SFD 6.625 6.358 $ 3,384.04 360
9560147 XXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,568.45 360
9560593 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $ 3,752.31 360
9560642 XXXXX XX 00000 SFD 6.750 6.483 $ 3,242.99 360
9560644 XXXXXXX XX 00000 SFD 6.625 6.358 $ 3,508.90 360
9563132 XXXXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,010.65 360
9565628 XXXXXXX XX 00000 SFD 7.250 6.500 $ 4,434.15 360
9566486 XXX XXXX XX 00000 SFD 6.750 6.483 $ 2,665.74 360
9566840 XXXXX XXXX XX 00000 SFD 6.750 6.483 $ 6,485.98 360
9567408 XXXX XXXXX XX 00000 SFD 6.750 6.483 $ 6,469.77 360
9567990 XXXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,107.27 360
9568005 XXXXXXXX XXXXX XX 00000 SFD 6.625 6.358 $ 2,753.34 360
9569658 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,253.33 360
9570911 XXXXX XX 00000 SFD 6.750 6.483 $ 2,788.97 360
9570916 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,328.56 360
9571347 XXXXX XXXXXX XX 00000 SFD 6.625 6.358 $ 2,535.63 360
9572025 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,910.19 360
9572123 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,236.24 300
9572884 XXX XXXXXX XX 00000 SFD 6.625 6.358 $ 2,535.63 360
9573026 XXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,102.17 360
9575661 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 3,242.99 360
9576691 THE XXX XXXXX XX 00000 SFD 6.875 6.500 $ 4,270.04 360
9577922 XXXX XXXXXX XX 00000 SFD 6.750 6.483 $ 5,188.78 360
9578194 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,270.09 360
9579309 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 4,906.61 360
9580197 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,485.75 360
9580900 XXXX XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 1,978.22 360
9581254 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 4,215.89 360
9582224 XXXXXXXX XX 00000 HCO 6.875 6.500 $ 3,941.57 360
9582942 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 3,664.58 360
9584841 XXXXXXX XXXXX XX 00000 SFD 6.500 6.233 $ 4,930.13 360
9585421 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,811.67 360
9587082 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,968.90 240
9588207 XXXXX XX 00000 SFD 6.750 6.483 $ 3,787.81 360
9590345 XXXXX XXXXXX XX 00000 HCO 6.625 6.358 $ 3,197.71 360
9590594 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 2,351.81 360
9591863 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,694.48 360
9592361 XXXXXX XXXX XX 00000 SFD 7.000 6.500 $ 3,033.78 360
9592719 XXXXXXX XXXXXXXXX XX 00000 LCO 6.875 6.500 $ 5,156.89 360
9594559 XXXXXXX XX 00000 SFD 6.750 6.483 $ 3,852.68 360
9595566 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,242.53 360
9596476 XXXXXXX XX 00000 SFD 6.625 6.358 $ 6,403.10 360
9596707 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,432.24 360
9596797 XXXXX XXXXX XX 00000 SFD 6.625 6.358 $ 3,275.19 360
9596990 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 2,256.71 360
9597748 XXX XXXX XXXXXXXX XX 00000 SFD 6.625 6.358 $ 4,488.58 360
9600081 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 3,363.48 360
9601276 XXXXXX XX 00000 SFD 7.000 6.500 $ 3,562.46 360
9603776 XXXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $ 3,080.84 360
9603812 X XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 6,582.23 360
9603838 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,524.42 360
9604145 XXXXXX XX 00000 SFD 6.750 6.483 $ 4,630.99 360
9604245 XXXXXXX XX 00000 SFD 6.750 6.483 $ 3,808.57 360
9605633 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 5,583.89 360
9606892 XXX XXXXXXX XX 00000 SFD 6.625 6.358 $ 2,881.40 360
9607438 XXXXX XXXXXX XX 00000 SFD 7.500 6.500 $ 3,272.32 360
9607877 XXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,262.03 360
9608957 XXXXXX XXXXXX XX 00000 SFD 6.750 6.483 $ 2,334.95 360
9609276 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,732.82 360
9609408 POTOMAC MD 20854 SFD 6.750 6.483 $ 2,626.82 360
9609691 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,626.82 360
9611613 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,286.11 360
9613747 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,989.03 360
9614408 XXXX XXXXX XX 00000 SFD 6.875 6.500 $ 2,414.87 360
9614548 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,259.98 360
9615106 XX XXXXXX XX 00000 SFD 6.500 6.233 $ 3,792.41 360
9615400 XXXXXXXXXX XX 00000 SFD 6.500 6.233 $ 2,307.05 360
9615426 XXXXXXXX XX 00000 SFD 6.500 6.233 $ 3,697.60 360
9616119 XXXXXXXXXX XX 00000 SFD 6.500 6.233 $ 3,548.01 360
9616491 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 5,855.86 360
9617105 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,259.68 360
9618482 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 2,785.38 360
9619511 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,295.29 360
9619696 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 4,828.43 360
9620858 XXXXX PARK CO 80517 SFD 6.750 6.483 $ 2,879.78 360
9621039 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,820.88 360
9621372 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 4,048.32 360
9622363 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,517.51 360
9622642 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 4,420.94 360
9622692 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,910.19 360
9625876 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 5,621.81 360
9626249 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,207.28 360
9627954 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,302.52 360
9628470 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,108.29 360
9631759 XXX XXXX XX 00000 SFD 6.875 6.500 $ 4,040.11 360
9632049 XXXXX XXXXXX XX 00000 HCO 6.875 6.500 $ 3,284.64 360
9632179 XXXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,346.10 360
9632370 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 5,262.00 360
9633845 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 6,323.83 360
9635809 XX XXXXX XX 00000 SFD 6.875 6.500 $ 2,660.56 360
9636833 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,573.69 360
9638595 READINGTON XXXX. XX 00000 SFD 6.875 6.500 $ 2,378.08 360
9638608 XXXXXXX XX 00000 SFD 7.125 6.500 $ 3,790.34 360
9641123 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 3,941.57 360
9641826 XXXXXXXX XX 00000 SFD 6.625 6.358 $ 3,521.71 360
9642206 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,299.25 360
9642462 XXXXXXXXXXXX XX 00000 SFD 6.500 6.233 $ 2,444.84 360
9643466 XXXXX XXXXXXX XX 00000 SFD 6.500 6.233 $ 3,691.28 360
9644766 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,541.68 360
9647935 XXXXXX XX 00000 SFD 7.250 6.500 $ 3,197.70 360
9648285 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,179.55 360
9651290 XXXXXX XX 00000 SFD 7.250 6.500 $ 2,182.96 360
9652219 XXXXXX XX 00000 SFD 7.000 6.500 $ 6,433.48 360
9652233 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 6,653.03 360
9653038 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,720.42 360
9653302 XXXXXX XX 00000 SFD 7.125 6.500 $ 3,941.25 360
9653343 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,837.85 360
9653807 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,470.05 360
9654049 XXX XXXX XXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,472.48 300
9654078 XXXXXX XX 00000 SFD 7.000 6.500 $ 2,346.51 300
9655163 XXXXXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,238.89 360
9656520 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,627.72 360
9657964 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $ 3,405.14 360
9658443 XXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,464.67 360
9658517 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,088.53 360
9658745 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,299.90 360
9659408 XXXX XXXXXXX XX 00000 SFD 7.250 6.500 $ 3,492.74 360
9659512 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 3,941.57 360
9660218 XXXX XX 00000 SFD 6.750 6.483 $ 5,577.94 360
9660505 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,511.52 360
9660856 XXXXX XXXX XX 00000 LCO 7.250 6.500 $ 3,090.26 360
9661630 XXXXX XXXX XX 00000 SFD 7.250 6.500 $ 2,319.40 360
9661757 XXX XXXX XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,726.20 360
9661915 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,661.21 360
9662173 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,411.91 360
9662433 XXXXXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $ 3,410.88 360
9662629 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,036.48 360
9662743 XXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $ 3,339.25 360
9663042 XXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,942.23 360
9663256 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,965.69 360
9663829 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $ 2,387.62 360
9663944 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,403.55 360
9664129 XXXXXX XXX XXX XX 00000 LCO 6.750 6.483 $ 2,523.05 360
9664143 XXXXXX XX 00000 SFD 7.250 6.500 $ 5,730.28 360
9664824 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,075.90 360
9664869 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $ 4,378.04 360
9664935 XXX XXXX XX 00000 SFD 6.750 6.483 $ 2,334.95 360
9664948 XXX XXXXXX XX 00000 SFD 6.625 6.358 $ 3,201.56 360
9665067 XXXXX XX 00000 SFD 7.000 6.500 $ 2,863.46 360
9665316 XXXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,237.49 360
9668687 XX XXXXX XX 00000 SFD 6.875 6.500 $ 2,272.97 360
9669223 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,259.84 360
9669247 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 3,697.01 360
9669375 XXXXXX XX 00000 SFD 6.750 6.483 $ 6,485.98 360
9670212 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,281.20 360
9670315 DEL MAR CA 92014 MF2 7.125 6.500 $ 5,389.75 360
9671092 XXXXXXX XX 00000 SFD 7.625 6.500 $ 2,252.20 360
9671241 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,794.27 360
9671370 XXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,029.91 360
9671495 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,813.76 360
9672489 XXX XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,900.72 360
9673360 XXXX XX 00000 SFD 6.875 6.500 $ 2,299.25 360
9673480 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,937.98 360
9674460 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 2,956.18 360
9674976 XXXXX XX 00000 SFD 6.750 6.483 $ 3,631.83 360
9675031 XXXXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $ 4,138.65 360
9675134 XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,326.51 360
9675239 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,532.81 360
9675635 XXXXXXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 4,042.31 360
9676145 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,207.28 360
9676782 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,429.46 360
9677172 XXXX XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,627.72 360
9677392 XXXXX XX 00000 SFD 6.750 6.483 $ 3,078.25 360
9677519 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,419.27 360
9677525 XXXXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 3,368.59 360
9677650 XX XXXXX XX 00000 SFD 7.000 6.500 $ 3,160.19 360
9677813 XXX XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,145.70 360
9677931 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,589.20 360
9678047 XXXXXX XXX XXX XX 00000 SFD 6.750 6.483 $ 2,927.40 240
9678089 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,399.49 360
9678183 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,128.45 360
9678259 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,753.30 360
9678308 XXXXXXX XXXXXXXXX XX 00000 LCO 7.125 6.500 $ 5,187.63 360
9678318 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,578.18 360
9678376 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $ 2,594.39 360
9678432 CORTE XXXXXX XX 00000 SFD 6.750 6.483 $ 2,717.63 360
9678434 XXXXXX XX 00000 SFD 6.750 6.483 $ 3,132.73 360
9678451 XXXXXX XX 00000 SFD 6.875 6.500 $ 4,270.04 360
9678513 XXX XXXXXXXX XX 00000 SFD 6.625 6.358 $ 3,265.59 360
9678518 XXXXXX XX 00000 SFD 6.750 6.483 $ 3,794.30 360
9678726 XXXX XX 00000 SFD 6.875 6.500 $ 6,569.29 360
9678749 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,824.79 360
9679026 MEDIA PA 19063 SFD 7.000 6.500 $ 2,794.27 360
9679072 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,328.56 360
9679206 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,980.56 360
9679282 POTOMAC MD 20854 SFD 7.000 6.500 $ 6,386.90 360
9679591 XXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,687.55 360
9679772 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,613.11 360
9679825 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,874.11 360
9679859 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,270.04 360
9679997 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 4,270.04 360
9680288 XXXXXX XX 00000 SFD 6.625 6.358 $ 3,201.56 360
9680307 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,181.00 360
9680384 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,315.50 360
9680433 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 6,485.98 000
0000000 XXX XXXX XX 00000 SFD 6.875 6.500 $ 3,944.86 360
9680520 XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,559.37 360
9680787 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,187.57 360
9680867 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,186.10 360
9680881 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 5,518.20 360
9681278 XXXXXXXXX XX 00000 SFD 6.625 6.358 $ 3,201.56 360
9681439 XXXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,389.75 360
9681788 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,069.17 360
9681804 XXX XXXX XX 00000 SFD 6.875 6.500 $ 4,972.95 360
9681948 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 6,405.06 360
9682042 XXXXX XX 00000 SFD 6.875 6.500 $ 3,494.86 360
9682450 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 6,569.29 360
9682784 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,890.49 360
9682926 XXX XXXXX XX 00000 SFD 7.000 6.500 $ 3,326.51 360
9683247 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 6,469.77 360
9683913 XXXX XX 00000 SFD 7.250 6.500 $ 3,738.33 360
9683962 XXXXX XX 00000 LCO 7.125 6.500 $ 5,052.89 360
9684162 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,514.57 360
9684230 XXXXXX XX 00000 SFD 7.500 6.500 $ 2,768.89 360
9685408 OJAI AREA CA 93022 SFD 7.000 6.500 $ 3,090.33 360
9686917 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,095.70 360
9687461 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,726.25 360
9687570 XXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,778.81 360
9689540 XXXXXXX XX 00000 SFD 6.875 6.500 $ 3,074.43 360
9689713 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,351.81 360
9690262 XXXXXX XX 00000 SFD 7.125 6.500 $ 2,818.15 240
9690264 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,335.73 360
9690292 XXX XXXX XXXX XX 00000 LCO 7.125 6.500 $ 2,031.26 360
9690411 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,381.37 360
9691307 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,435.32 360
9692799 CAPE MAY POINT NJ 08212 SFD 7.250 6.500 $ 4,093.06 360
9693538 XXXXXX XX 00000 SFD 7.125 6.500 $ 3,604.39 360
9694699 XXX XXXXXXXXX XX 00000 LCO 6.875 6.500 $ 3,284.64 360
9694716 XXXXXXX XXXXX XX 00000 SFD 6.625 6.358 $ 2,618.87 360
9695159 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,648.87 360
9696249 XXXXXXX XXXXXXX XX 00000 SFD 6.500 6.233 $ 6,004.65 360
9696439 NEW XXXXX XX 00000 SFD 7.250 6.500 $ 3,390.42 360
9696811 XXXXXXXX XXXXX XX 00000 SFD 6.375 6.108 $ 2,344.50 360
9697181 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,154.91 360
9697512 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,594.39 360
9698156 XXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,196.32 360
9698688 XXX XXXXX XX 00000 SFD 7.375 6.500 $ 2,313.76 360
9698829 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,065.43 360
9698840 XXXX XXXX XX 00000 SFD 7.250 6.500 $ 2,728.71 360
9699191 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,565.41 360
9699512 LAS XXXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,220.42 360
9700182 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 4,078.30 360
9700198 XXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,211.72 360
9700401 XXXXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,395.09 360
9700453 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,725.69 360
9700506 XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,027.13 360
9700524 XXX XXXXXXX XX 00000 LCO 7.000 6.500 $ 3,379.74 360
9700533 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,395.09 360
9700593 XXXXXXXX XX 00000 SFD 6.500 6.233 $ 4,222.21 360
9700660 XXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,528.15 360
9701477 XXXXXXX XXX XX 00000 SFD 6.875 6.500 $ 3,071.25 240
9702996 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,728.71 360
9703237 XXXXX XXX XX 00000 SFD 7.125 6.500 $ 2,730.08 240
9703427 XXXXXXX XX 00000 SFD 7.250 6.500 $ 3,410.88 360
9706819 XXXX XXXXX XX 00000 LCO 7.375 6.500 $ 2,199.11 360
9706827 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 4,215.89 360
9707202 XXXXXXXXXX XX 00000 LCO 7.375 6.500 $ 3,425.75 360
9707211 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,547.32 360
9708117 XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,065.71 360
9708285 XXXXXXX XX 00000 SFD 6.875 6.500 $ 3,803.62 360
9708336 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 4,957.17 360
9710190 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,824.83 360
9711918 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,455.83 360
9712082 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,510.41 360
9712998 XXX XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 6,821.76 360
9713458 XXX XXXXX XX 00000 SFD 7.250 6.500 $ 2,411.49 360
9713954 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,902.05 360
9714084 XXXXX XXXXX XX 00000 SFD 7.125 6.500 $ 2,977.84 360
9714699 XXXXXX XX 00000 SFD 7.250 6.500 $ 6,139.59 360
9717189 XXXXXX XXXX XX 00000 SFD 7.125 6.500 $ 2,391.70 360
9717221 XXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,328.56 360
9717299 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,739.39 360
9718018 XXXXXX XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,741.05 360
9718315 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,993.86 360
9718495 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,457.73 360
9719692 XXXXXX XX 00000 SFD 7.000 6.500 $ 2,634.60 360
9719928 XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $ 2,344.54 360
9719981 XXXX XXXXX XX 00000 MF2 7.375 6.500 $ 3,453.38 360
9720289 XXXX XX 00000 SFD 7.000 6.500 $ 4,324.47 360
9720298 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,306.81 360
9720423 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,722.70 360
9721250 XXXXXX XX 00000 SFD 6.625 6.358 $ 2,625.28 360
9722137 XXXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $ 10,360.13 360
9722214 XXXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,854.48 360
9722368 XXX XXXXXXXXX XX 00000 LCO 6.875 6.500 $ 2,791.95 360
9722577 XXXXX XX 00000 SFD 7.250 6.500 $ 4,434.15 360
9722788 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,620.34 360
9722833 XXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $ 5,801.67 360
9723060 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,453.64 360
9723199 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,191.51 360
9723525 XXXXXX XX 00000 SFD 7.125 6.500 $ 2,694.87 360
9723530 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 4,490.79 360
9723734 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,653.99 360
9723883 XXXXX XXXX XX 00000 SFD 7.000 6.500 $ 2,910.70 360
9723965 XXXXXX XXXX XX 00000 SFD 7.000 6.500 $ 2,727.74 360
9724517 XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,152.87 360
9724614 XXX XXXXXXXXX XX 00000 MF2 6.750 6.483 $ 4,215.16 360
9724727 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,573.85 360
9725603 XXX XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,110.72 360
9725715 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,034.43 360
9725875 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,983.22 360
9725887 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,767.66 360
9725953 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $ 4,105.37 360
9726061 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,242.99 360
9726339 XXXXXXX XX 00000 SFD 6.625 6.358 $ 2,145.04 360
9726911 XXXXXX XX 00000 SFD 6.875 6.500 $ 3,264.94 360
9727071 POTOMAC MD 20854 SFD 6.875 6.500 $ 4,270.04 360
9727151 XXXXXX XX 00000 SFD 7.125 6.500 $ 3,780.91 360
9727204 XXXXXX XXXX XX 00000 SFD 7.250 6.500 $ 3,978.45 360
9728094 XXXXXXX XX 00000 SFD 6.875 6.500 $ 3,517.20 360
0000000 XXXXXXX XX 00000 SFD 7.500 6.500 $ 2,209.52 360
9728129 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,894.07 360
9728246 XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,392.78 360
9728777 XXXXXXX XX 00000 SFD 7.500 6.500 $ 3,132.48 360
9729524 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,712.95 360
9730057 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,033.78 360
9730545 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,578.63 360
9730784 XXXX XXXXX XX 00000 MF2 7.125 6.500 $ 2,876.78 360
9731100 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,527.79 360
9731487 XXXXXXX XXX XX 00000 SFD 7.125 6.500 $ 2,465.81 360
9732042 XXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $ 6,653.03 360
9732239 XXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $ 4,387.25 360
9732240 XXXXXX XX 00000 SFD 7.125 6.500 $ 2,048.10 360
9732818 XXXXXX XX 00000 SFD 7.000 6.500 $ 2,128.97 360
9732833 XXXXX XX 00000 SFD 7.125 6.500 $ 4,547.60 360
9733520 XXXXXXX XX 00000 LCO 6.875 6.500 $ 3,284.64 360
9733775 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,075.74 360
9733806 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 3,155.02 360
9733956 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,694.87 360
9734315 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,526.44 360
9734532 XXX XXXXX XX 00000 SFD 7.125 6.500 $ 6,737.19 360
9734637 XXXXX XXXX XX 00000 LCO 7.250 6.500 $ 2,182.28 360
9734645 XXXXXXX XX 00000 SFD 6.750 6.483 $ 3,891.59 360
9734718 XXXXXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,102.17 360
9734817 XXXXXXXX XXXX XX 00000 SFD 7.125 6.500 $ 3,007.48 360
9735751 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,328.56 360
9735987 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,288.64 360
9736995 XXXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,594.39 360
9737036 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,625.95 360
9737890 XXX XXXXX XX 00000 SFD 7.000 6.500 $ 4,324.47 360
9738049 ATLANTIC XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,001.58 360
9738743 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,849.11 360
9738817 XXXXX XXXX XX 00000 SFD 7.125 6.500 $ 2,492.76 360
9739646 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,398.44 360
9739836 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,416.03 360
9739842 XXX XXXXXXXX XX 00000 SFD 7.000 6.500 $ 4,121.55 360
9740781 XX XXXXX XX 00000 SFD 7.000 6.500 $ 2,208.80 360
9740900 XX XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $ 2,863.30 000
0000000 XXX XXXX XX 00000 SFD 6.375 6.108 $ 2,302.08 360
9741427 XXXXXXX XXXXX XX 00000 SFD 7.125 6.500 $ 2,998.05 360
9742056 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,099.11 360
9742097 XXX XXXXXXX XX 00000 SFD 7.000 6.500 $ 4,324.47 360
9742271 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 6,319.66 360
9742446 XXXX XXXXXX XX 00000 SFD 7.250 6.500 $ 2,339.18 360
9743252 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,535.69 360
9743964 XXXX XX XXXX XX 00000 SFD 7.250 6.500 $ 4,434.15 360
9743991 XXXXXXX XX 00000 SFD 7.250 6.500 $ 3,165.30 360
9744393 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,442.19 360
9745482 XXXXXX XX 00000 SFD 6.875 6.500 $ 3,613.11 360
9747335 XXXXXX XX 00000 SFD 7.250 6.500 $ 2,885.61 360
9749690 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 5,089.56 360
9750547 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,148.00 360
9750923 MARINA XXX XXX XX 00000 SFD 7.125 6.500 $ 6,063.47 360
9751620 XXXXXX XX 00000 SFD 7.125 6.500 $ 2,179.48 360
9752056 XXXXXXXX XXXX XX 00000 SFD 7.375 6.500 $ 3,411.94 360
9752515 XXXXX XX 00000 SFD 6.625 6.358 $ 4,161.70 360
9752745 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 4,059.82 360
9752906 XXXXX XXXX XX 00000 SFD 7.125 6.500 $ 3,092.14 240
9753114 XXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,607.36 360
9754221 XXXXX XXXX XX 00000 SFD 7.250 6.500 $ 3,001.58 360
9754355 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 5,402.58 360
0000000 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,387.62 360
9754913 XXXXX XX 00000 SFD 6.750 6.483 $ 3,567.29 360
9754986 CORTE XXXXXX XX 00000 SFD 7.000 6.500 $ 3,725.69 360
9756838 XXXXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $ 3,459.57 360
9756984 CLIVE IA 50325 SFD 6.750 6.483 $ 2,724.11 360
9757723 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,326.51 360
9758154 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 5,240.67 360
9758610 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,825.49 360
9759275 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,640.02 360
9761259 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 2,397.79 360
9761286 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 3,505.39 360
9761738 XXXXXX XX 00000 SFD 7.125 6.500 $ 3,449.44 360
9761944 XXXXXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $ 3,552.09 360
9762116 FALLS XXXXXX XX 00000 SFD 7.125 6.500 $ 2,425.39 360
9762393 XXXXXX XX 00000 SFD 6.875 6.500 $ 4,467.12 360
9763016 XXXXXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,195.50 360
9763357 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,706.55 360
9763789 XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $ 3,455.45 360
9763973 XXXXXX XX 00000 SFD 7.500 6.500 $ 6,908.24 360
9764710 XXX XXXXXX XX 00000 SFD 7.000 6.500 $ 4,231.32 360
9764721 XXXXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 4,086.17 360
9764795 XXX XXXXX XX 00000 SFD 6.875 6.500 $ 4,270.04 360
9765142 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,909.79 360
9765221 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,219.87 360
9766121 XXXXXX XXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,420.07 360
9867238 XXXXX XXXXX XX 00000 SFD 6.625 6.358 $ 2,401.17 360
9867668 XXXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,056.06 360
9869586 XXXXXXX XX 00000 SFD 6.500 6.233 $ 2,243.21 360
9870073 XXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,548.11 360
9871400 XXXXXXX XXXXXX XX 00000 SFD 6.750 6.483 $ 2,075.52 360
9871673 XXX XXXX XX 00000 SFD 6.875 6.500 $ 5,071.50 360
9872480 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,817.27 360
9873959 XXXXXXX XXXX XX 00000 SFD 7.000 6.500 $ 3,592.64 360
9874562 XXXXXXX WV 25832 SFD 6.875 6.500 $ 2,378.08 360
9883552 HALF XXXX XXX XX 00000 SFD 6.750 6.483 $ 2,399.82 360
9886420 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,082.14 360
9888242 XXXX XX XXXX XX 00000 SFD 7.125 6.500 $ 2,863.31 360
9888359 XXXXXXXX XXXXX XX 00000 LCO 7.750 6.500 $ 2,576.22 360
9892201 XXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,945.44 360
9893774 XXXXXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $ 4,436.42 360
9894764 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,510.08 360
9895896 THE XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,692.18 360
9896505 LA CANADA XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 4,324.47 360
9900267 XXX XXXX XX 00000 COP 6.875 6.500 $ 2,562.03 360
9901734 XXX'X XXXXXX XX 00000 SFD 6.875 6.500 $ 4,270.04 360
9902753 SQUARE PA 19073 SFD 6.750 6.483 $ 3,126.28 360
9903752 XXXXXXX XX 00000 SFD 6.875 6.500 $ 5,518.21 360
9904292 XXX XXXXX XX 00000 SFD 6.875 6.500 $ 4,598.50 360
9905172 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,281.30 360
9905494 XXXXXXXXXX XX 00000 SFD 7.750 6.500 $ 3,223.86 360
9905612 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,608.30 360
9906409 XX XXXXXX XX 00000 SFD 7.375 6.500 $ 2,265.41 360
9906887 XXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,032.87 240
9907143 XXXXXXXXXX XX 00000 PUD 7.125 6.500 $ 3,206.90 360
9907273 XXXXXX XX 00000 SFD 7.375 6.500 $ 2,113.47 360
9909502 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,791.95 360
9910197 XXXXXXX XX 00000 SFD 7.750 6.500 $ 8,955.16 360
9910806 LA CANADA XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,794.28 360
9910986 XXXXXX XX 00000 SFD 7.375 6.500 $ 2,924.32 360
9911074 XXXXX XX 00000 LCO 7.375 6.500 $ 3,204.74 360
9911515 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 3,169.89 360
9911577 XXXXXX XX 00000 SFD 6.750 6.483 $ 2,075.51 360
9911903 XXXXXXXXX XX 00000 LCO 7.000 6.500 $ 2,980.56 360
9913183 XXXX XXXX XX 00000 SFD 7.000 6.500 $ 3,958.55 360
9913460 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 2,668.33 360
9914409 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,641.83 360
9914980 XXXXXXXX XXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,453.38 360
9915213 XXXX XXXX XX 00000 PUD 6.250 5.983 $ 2,234.14 360
9916087 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,748.78 360
9917725 XXXXXX XX 00000 SFD 7.000 6.500 $ 2,328.56 360
9918064 XXXXXX XX 00000 SFD 7.500 6.500 $ 2,342.37 360
9918714 XXXXXXXX XXXXXXXX XX 00000 SFD 7.875 6.500 $ 1,450.14 360
9920247 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,390.35 360
9920821 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,573.64 360
9921415 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,190.06 360
9921943 XXXXXXXXXX XXXX XX 00000 SFD 7.125 6.500 $ 2,054.84 360
9922248 XXXXXX XX 00000 SFD 7.125 6.500 $ 3,685.24 360
9922959 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,890.28 000
0000000 XXX XXXX XX 00000 SFD 6.875 6.500 $ 2,627.72 360
9923828 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 6,737.19 360
9924433 LA CO XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 2,463.49 360
9924475 XXXXXXXX XX 00000 SFD 7.750 6.500 $ 3,469.58 360
9925090 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 3,146.47 360
9925248 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,270.09 360
9925482 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,218.95 360
9925742 FALLS XXXXXX XX 00000 SFD 7.125 6.500 $ 2,054.85 360
9927058 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $ 1,790.71 360
9927806 XXXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 2,299.25 360
9927970 XXX XXXX XX 00000 SFD 7.125 6.500 $ 2,526.45 360
9928543 XXXXXX XX 00000 PUD 7.250 6.500 $ 3,827.01 360
9929266 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,856.57 360
9929274 XXXXX XXXX XX 00000 SFD 7.625 6.500 $ 2,434.81 360
9929323 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,762.70 360
9929461 XXXXXXX XX 00000 SFD 7.250 6.500 $ 3,410.89 360
9929982 XXXXXXXX XX 00000 SFD 7.625 6.500 $ 2,831.17 360
9930235 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,561.23 360
9930273 XXX XXXX XX 00000 PUD 6.875 6.500 $ 2,018.09 360
9930679 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,065.79 360
9931303 XXXXX XX 00000 SFD 7.000 6.500 $ 2,002.57 360
9932642 XXXXXXXXXX XX 00000 PUD 6.750 6.483 $ 2,918.69 360
9933468 XXX XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,410.88 360
9933667 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,466.76 360
9933772 XXX XXXXX XX 00000 SFD 7.250 6.500 $ 4,434.15 360
9934059 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 6,992.15 360
9935176 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,359.28 360
9935622 XX XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,537.39 360
9936316 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,054.85 360
9937386 XXXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,558.16 360
9937662 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,111.44 360
9938361 XXXXXXXXX XX 00000 SFD 7.500 6.500 $ 3,496.07 360
9938397 XXXX XX 00000 SFD 6.750 6.483 $ 2,023.63 360
9939073 XXXXX XXXX XX 00000 SFD 7.250 6.500 $ 2,728.71 360
9939370 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,108.74 360
9941031 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,299.26 360
9941629 XXXXXXXXX XXXXXX XX 00000 SFD 7.125 6.500 $ 5,389.75 360
9942693 XXXXXXX XX 00000 SFD 7.125 6.500 $ 3,890.73 360
9942940 XXXXXXX XX 00000 SFD 7.125 6.500 $ 4,379.17 360
9942972 XXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,587.91 360
9942976 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,507.00 360
9943010 XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,627.51 360
9943481 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,922.59 360
9943815 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,113.27 360
9944013 XXXXXX XX 00000 SFD 7.125 6.500 $ 2,806.04 360
9944369 XXXXXX XX 00000 SFD 6.750 6.483 $ 3,178.14 360
9944555 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,394.56 360
9944619 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 4,716.03 360
9945342 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 3,858.76 360
9945556 XXX XXXX XX 00000 SFD 7.500 6.500 $ 2,342.37 360
9945616 XXX XXXXX XX 00000 LCO 6.875 6.500 $ 2,611.03 360
9946083 XXXXXXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,708.52 360
9946196 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,627.72 360
9946968 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,821.41 360
9947228 XXXXXXX XX 00000 SFD 6.875 6.500 $ 3,783.91 360
9947325 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,130.10 360
9947944 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,233.56 360
9948249 XXXXXX XX 00000 SFD 6.375 6.108 $ 2,997.69 360
9948275 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,284.64 360
9948395 XXXXXX XX 00000 SFD 7.000 6.500 $ 2,683.16 360
9948594 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,121.89 360
9948634 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,328.56 360
9949361 XXXXXX XX 00000 SFD 7.500 6.500 $ 2,948.59 360
9949664 XXX XXXXX XX 00000 SFD 7.125 6.500 $ 2,358.02 360
9950533 XXX XXXX XX 00000 SFD 6.625 6.358 $ 2,401.17 360
9950552 XXX XXXXXXXXX XX 00000 LCO 6.750 6.483 $ 4,215.89 360
9950656 XXXXXXX XX 00000 PUD 7.000 6.500 $ 6,653.03 360
9950822 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $ 3,120.42 360
9950836 XXXXXXXX XX 00000 PUD 6.875 6.500 $ 2,493.05 360
9950943 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,306.55 360
9951035 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,980.56 360
9951067 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,181.01 360
9951592 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,335.22 360
9951953 XXXXX XX 00000 SFD 6.875 6.500 $ 2,345.24 360
9952037 XXXXXX XXXXX XXXXXXXXX XX 00000 SFD 7.625 6.500 $ 3,031.49 360
9952101 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,270.09 360
9952115 XXXX XXXXX XX 00000 SFD 7.250 6.500 $ 2,728.71 360
9952154 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,371.52 360
9952744 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,399.81 360
9953407 XXXXXX XXXXXX XX 00000 SFD 6.625 6.358 $ 2,356.35 360
9953474 XXXXXXXXXX XX 00000 SFD 7.625 6.500 $ 3,388.92 360
9953481 XXXXXX XXXXX XXXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,221.56 360
9953652 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,890.49 360
9953678 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,994.76 360
9954046 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,594.40 360
9955096 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 3,383.19 360
9955135 XXX XXXXXXX XX 00000 SFD 8.000 6.500 $ 3,017.24 360
9955476 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 1,392.69 360
9955709 XXXXXXXX XX 00000 SFD 7.625 6.500 $ 3,571.09 348
9956589 XXXXXX XXXX XX 00000 SFD 7.625 6.500 $ 3,581.44 360
9957015 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,496.33 360
9957877 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,212.09 360
9958304 XXXXXX XX 00000 SFD 7.125 6.500 $ 3,671.77 360
9958528 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,841.27 360
9958543 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 1,365.87 360
9958734 XXXXXX XX 00000 SFD 7.250 6.500 $ 2,578.63 360
9958792 XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,290.65 360
9958826 XXX XXXXXXXX XX 00000 SFD 7.375 6.500 $ 5,250.51 360
9958955 XXXXXXX XX 00000 PUD 7.625 6.500 $ 2,346.34 360
9959012 XXX XXXXX XX 00000 SFD 7.625 6.500 $ 2,993.97 360
9959177 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,731.36 360
9959550 XXXXX XX 00000 SFD 7.500 6.500 $ 2,240.28 360
9959725 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,266.40 360
9959950 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $ 5,221.21 360
9960194 XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,627.51 360
9961805 XXXXXXXX XX 00000 PUD 7.250 6.500 $ 2,822.25 360
9961992 XXXXXX XX 00000 SFD 7.375 6.500 $ 6,906.75 360
9962061 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,690.04 240
9962124 XXXXX XX 00000 SFD 7.500 6.500 $ 2,512.28 360
9963510 XXXXXX XXXX XX 00000 SFD 7.750 6.500 $ 2,284.22 352
9964023 XXXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,425.76 360
9964324 XXX XXXXXXX XXXX XX 00000 SFD 6.500 6.233 $ 2,591.48 360
9964890 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,594.87 360
9965276 XXXX XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,920.68 360
9965995 XXXX XXXXXX XX 00000 SFD 6.500 6.233 $ 6,320.69 360
9967060 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 6,737.19 360
9967435 XXXXXXX XX 00000 SFD 6.875 6.500 $ 4,270.04 360
9967739 XXXX XXXX XX 00000 SFD 7.000 6.500 $ 2,461.62 360
9968167 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 3,226.72 360
9968430 XXXXXXXXX XX 00000 PUD 6.875 6.500 $ 2,154.73 360
9968790 XXXXXXX XX 00000 SFD 7.250 6.500 $ 6,098.87 360
9969004 XXXXXX XXXX XX 00000 SFD 7.000 6.500 $ 3,190.13 360
9969587 XXXXXXXX XXXX XX 00000 SFD 7.250 6.500 $ 3,138.02 360
9969631 XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,296.84 360
9970125 XXXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 2,035.83 360
9970282 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,964.67 360
9970320 XXXXX XX 00000 SFD 7.125 6.500 $ 3,385.44 360
9970388 XXX XXXXXXX XX 00000 SFD 7.000 6.500 $ 1,297.34 360
9971557 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,342.67 360
9971877 XXXXX XX 00000 SFD 6.875 6.500 $ 2,102.18 360
9972237 XXXXXXX XX 00000 SFD 7.500 6.500 $ 2,267.56 360
9973425 XXXXX XX 00000 SFD 6.875 6.500 $ 2,791.95 360
9974633 XXXX XXXX XX 00000 SFD 7.625 6.500 $ 3,583.21 360
9974688 XXXXXXXXXXX XX 00000 SFD 7.625 6.500 $ 2,831.17 360
9974928 XXXXXXXXXX XX 00000 SFD 8.000 6.500 $ 2,847.01 360
9974947 XXX XXXXXXX XX 00000 LCO 6.875 6.500 $ 2,463.48 360
9975117 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,315.38 360
9975471 XXXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $ 2,585.01 360
9975529 XXXXX XXXXXXXX XX 00000 SFD 8.000 6.500 $ 3,962.33 360
9975532 TOMS XXXXX XX 00000 SFD 7.625 6.500 $ 3,008.12 360
9975555 XXXXXXXXX XX 00000 SFD 7.750 6.500 $ 4,298.47 360
9975760 XXXXXXXXX XX 00000 MF2 7.750 6.500 $ 4,298.47 360
9976110 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,836.47 360
9977024 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,607.99 360
9977879 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,128.45 360
9978119 XXXXX XX 00000 SFD 7.125 6.500 $ 2,366.10 360
9979218 XXXXXXX XX 00000 SFD 6.625 6.358 $ 3,255.98 360
9979253 XXXXXXX XXXX XX 00000 SFD 7.500 6.500 $ 3,125.49 360
9979297 XXX XXXXXXXXX XX 00000 SFD 7.625 6.500 $ 4,246.77 360
9979876 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 6,485.99 360
9979907 XXXXXXX XX 00000 SFD 7.750 6.500 $ 2,980.27 360
9980146 XXXXXXX XXXXX XX 00000 PUD 6.625 6.358 $ 2,849.38 360
9980480 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,062.76 360
9980566 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 2,299.25 360
9980966 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,510.41 360
9981371 XXX XXXX XX 00000 HCO 6.875 6.500 $ 3,823.33 360
9982580 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,299.25 360
9982859 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,139.74 360
9982887 XXXXXXXXX XX 00000 SFD 7.625 6.500 $ 2,173.78 360
9982889 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,265.41 360
9982903 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,387.62 360
9983033 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,153.26 360
9983465 ACCOKEEK MD 20607 SFD 6.875 6.500 $ 2,023.35 360
9984760 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $ 2,272.97 360
9984910 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,528.47 360
9985854 COS XXX XX 00000 SFD 7.125 6.500 $ 3,587.55 360
9986180 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,757.01 360
9986247 PARK CITY UT 84060 SFD 6.875 6.500 $ 2,255.24 360
9986432 XXX XXXXXX XX 00000 SFD 7.250 6.500 $ 2,455.83 360
9986510 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,406.30 360
9987635 BOYDS MD 20841 SFD 7.000 6.500 $ 2,927.33 360
9987636 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,333.04 360
9987931 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 4,069.26 360
9988672 XXXXXX XX 00000 SFD 6.750 6.483 $ 3,369.47 360
9989254 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,796.61 360
9989280 XXXXXXXXXX XX 00000 MF2 7.000 6.500 $ 3,299.90 360
9989747 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,395.09 360
9989800 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 4,042.31 360
9989832 XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,843.04 360
9989879 XXX XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,359.78 360
9989917 XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,621.15 360
9989922 XXX XXXX XX 00000 SFD 6.750 6.483 $ 2,497.10 360
9989942 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,139.53 360
9990458 XXXXX XXXX XX 00000 SFD 6.875 6.500 $ 3,103.99 360
9992210 CHEVY CHASE MD 20815 SFD 7.125 6.500 $ 2,398.44 360
9992214 XXXXXX XX 00000 SFD 7.250 6.500 $ 2,350.10 360
9992234 XXXXXXX XX 00000 SFD 6.750 6.483 $ 3,859.16 360
9992251 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,120.42 360
9992287 XXXXX XX 00000 SFD 7.125 6.500 $ 2,155.90 360
9992306 XXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,886.26 360
9993139 STUDIO XXXX XXXX XX 00000 SFD 7.000 6.500 $ 2,379.12 360
9993763 XXXXX XXXXX XX 00000 LCO 7.125 6.500 $ 3,152.33 360
9993823 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,081.00 360
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvI)
----- --------- -------------- ----- ------- --------- ------- ------- --------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- --------- -------------- ----- ------- --------- ------- ------- --------
792668 1-Apr-32 $456,500.00 69.17 0.250 0.017 0.108
792703 1-Mar-32 $331,747.37 72.17 0.250 0.017 0.608
793291 1-Apr-32 $350,000.00 59.32 0.250 0.017 0.000
811087 1-Apr-32 $575,000.00 62.84 0.250 0.017 0.000
811130 1-Apr-32 $792,000.00 62.12 0.250 0.017 0.483
819101 1-Apr-32 $364,660.00 80.00 0.250 0.017 0.000
4270023 1-Jul-31 $734,805.87 69.03 0.250 0.017 0.608
4274151 1-Nov-31 $507,836.83 34.13 0.250 0.017 0.000
4274680 1-Sep-31 $359,333.14 85.00 06 0.250 0.017 0.733
4328717 1-Jan-32 $332,888.64 59.05 0.250 0.017 0.608
4336829 1-Jul-31 $313,835.78 80.00 0.250 0.017 0.733
4393467 1-Dec-21 $382,017.76 75.49 0.250 0.017 0.233
4410705 1-Apr-32 $335,000.00 79.95 0.250 0.017 0.358
4415919 1-Dec-31 $343,801.79 68.73 0.250 0.017 0.000
4440357 1-Jan-32 $997,402.48 41.67 0.250 0.017 0.000
9345365 1-Jan-32 $327,642.61 62.67 0.250 0.017 0.000
9347130 1-Mar-32 $844,307.36 68.70 0.250 0.017 0.233
9347446 1-Dec-31 $443,508.68 79.95 0.250 0.017 0.108
9349074 1-Feb-32 $509,140.62 69.39 0.250 0.017 0.108
9357119 1-Dec-31 $343,132.98 75.67 0.250 0.017 0.108
9357848 1-Feb-32 $349,395.60 64.22 0.250 0.017 0.000
9361345 1-Dec-26 $119,426.41 42.18 0.250 0.017 0.608
9364189 1-Dec-31 $376,654.88 58.15 0.250 0.017 0.000
9370717 1-Mar-32 $319,731.15 50.00 0.250 0.017 0.108
9370885 1-Mar-32 $474,591.03 33.93 0.250 0.017 0.000
9371301 1-Mar-32 $599,495.92 57.14 0.250 0.017 0.108
9376700 1-Mar-32 $361,866.24 95.00 01 0.250 0.017 0.733
9385771 1-Feb-32 $383,352.93 80.00 0.250 0.017 0.108
9385966 1-Mar-32 $323,734.42 90.00 01 0.250 0.017 0.233
9386277 1-Mar-32 $367,191.25 70.00 0.250 0.017 0.108
9391478 1-Mar-32 $351,696.93 47.89 0.250 0.017 0.000
9392016 1-Mar-32 $359,697.55 90.00 33 0.250 0.017 0.108
9393916 1-Feb-32 $499,177.91 66.23 0.250 0.017 0.233
9399500 1-Feb-32 $329,457.42 78.38 0.250 0.017 0.233
9400249 1-Feb-32 $335,433.82 80.00 0.250 0.017 0.108
9405745 1-Feb-32 $558,103.29 41.41 0.250 0.017 0.358
9406394 1-Feb-32 $325,464.00 51.75 0.250 0.017 0.233
9407011 1-Feb-32 $339,427.08 80.00 0.250 0.017 0.108
9407259 1-Feb-32 $377,408.46 68.11 0.250 0.017 0.483
9408017 1-Mar-32 $499,569.51 68.97 0.250 0.017 0.000
9408747 1-Feb-32 $334,449.19 41.88 0.250 0.017 0.233
9409309 1-Feb-32 $384,382.41 66.38 0.250 0.017 0.358
9409489 1-Feb-32 $315,366.94 46.47 0.250 0.017 0.108
9409590 1-Jan-32 $343,239.94 70.00 0.250 0.017 0.483
9410269 1-Mar-32 $367,719.98 47.92 0.250 0.017 0.608
9410502 1-Feb-32 $358,188.59 67.69 0.250 0.017 0.483
9410670 1-Feb-32 $359,422.51 56.87 0.250 0.017 0.358
9410982 1-Jan-32 $368,971.38 59.20 0.250 0.017 0.000
9411219 1-Feb-32 $384,351.25 79.38 0.250 0.017 0.108
9411445 1-Feb-32 $459,224.86 80.00 0.250 0.017 0.108
9412397 1-Feb-32 $339,440.98 68.00 0.250 0.017 0.233
9412794 1-Feb-32 $379,405.33 69.09 0.250 0.017 0.483
9413061 1-Feb-32 $359,408.10 80.00 0.250 0.017 0.233
9413107 1-Mar-32 $514,567.33 75.74 0.250 0.017 0.108
9413864 1-Feb-32 $334,435.49 26.80 0.250 0.017 0.108
9414049 1-Jan-32 $347,117.86 80.00 0.250 0.017 0.108
9414410 1-Feb-32 $539,067.52 36.00 0.250 0.017 0.000
9414558 1-Mar-32 $503,596.95 77.54 0.250 0.017 0.358
9414603 1-Jan-32 $386,767.08 75.00 0.250 0.017 0.108
9414789 1-Jan-32 $328,875.71 75.00 0.250 0.017 0.983
9415792 1-Jan-32 $325,651.89 71.76 0.250 0.017 0.000
9416206 1-Mar-32 $423,634.94 80.00 0.250 0.017 0.000
9416479 1-Feb-32 $334,462.61 76.14 0.250 0.017 0.358
9417351 1-Mar-32 $716,397.63 69.95 0.250 0.017 0.108
9417687 1-Jan-32 $389,035.36 60.00 0.250 0.017 0.233
9417836 1-Feb-32 $333,064.86 80.00 0.250 0.017 0.358
9418844 1-Jan-32 $312,213.49 52.50 0.250 0.017 0.233
9418911 1-Feb-32 $404,300.63 64.29 0.250 0.017 0.000
9419152 1-Feb-32 $334,318.72 52.34 0.250 0.017 0.358
9419291 1-Feb-32 $953,390.77 63.67 0.250 0.017 0.108
9419345 1-Jan-32 $307,543.63 55.59 0.250 0.017 0.108
9419859 1-Feb-32 $345,387.77 51.64 0.250 0.017 0.000
9420196 1-Feb-32 $388,328.27 58.23 0.250 0.017 0.000
9421390 1-Jan-32 $344,081.78 72.63 0.250 0.017 0.000
9423855 1-Jan-32 $382,864.26 65.62 0.250 0.017 0.483
9431843 1-Feb-32 $374,336.46 73.53 0.250 0.017 0.000
9433272 1-Mar-32 $649,480.21 34.21 0.250 0.017 0.358
9434525 1-Dec-31 $488,256.37 35.00 0.250 0.017 0.000
9435812 1-Jan-32 $346,041.94 64.84 0.250 0.017 0.233
9436160 1-Jan-32 $329,142.80 66.00 0.250 0.017 0.000
9436357 1-Mar-32 $339,734.77 69.82 0.250 0.017 0.483
9436985 1-Jan-32 $309,214.20 51.24 0.250 0.017 0.108
9436999 1-Dec-31 $323,731.29 74.71 0.250 0.017 0.358
9437042 1-Mar-32 $359,697.55 69.90 0.250 0.017 0.108
9437890 1-Feb-32 $379,359.67 64.41 0.250 0.017 0.108
9438062 1-Dec-31 $343,772.32 69.70 0.250 0.017 0.000
9438129 1-Feb-32 $345,444.97 27.68 0.250 0.017 0.358
9438316 1-Jan-32 $391,323.69 52.75 0.250 0.017 0.000
9438883 1-Jan-32 $325,911.56 90.00 01 0.250 0.017 0.358
9439577 1-Feb-32 $374,368.09 58.69 0.250 0.017 0.108
9440964 1-Jan-32 $321,662.30 75.00 0.250 0.017 0.000
9441190 1-Dec-31 $303,966.19 67.78 0.250 0.017 0.108
9441373 1-Dec-31 $565,978.79 67.62 0.250 0.017 0.000
9442225 1-Jan-32 $423,896.05 69.67 0.250 0.017 0.000
9442896 1-Jan-32 $536,636.25 25.14 0.250 0.017 0.108
9443695 1-Jan-32 $325,153.21 63.30 0.250 0.017 0.000
9444145 1-Dec-31 $373,728.66 64.66 0.250 0.017 0.108
9444582 1-Dec-31 $342,805.24 53.75 0.250 0.017 0.000
9446215 1-Jan-32 $312,186.96 56.91 0.250 0.017 0.000
9448354 1-Jan-32 $693,238.28 73.16 0.250 0.017 0.108
9458794 1-Nov-31 $388,302.10 69.03 0.250 0.017 0.000
9461019 1-Mar-32 $521,321.66 80.00 0.250 0.017 0.108
9461506 1-Mar-32 $415,659.01 80.00 0.250 0.017 0.233
9463048 1-Dec-28 $410,186.81 47.91 0.250 0.017 0.000
9470486 1-Feb-32 $359,360.77 76.60 0.250 0.017 0.000
9472802 1-Feb-32 $432,758.41 64.44 0.250 0.017 0.108
9477463 1-Feb-32 $368,231.21 70.00 0.250 0.017 0.000
9477624 1-Feb-32 $648,877.57 52.00 0.250 0.017 0.000
9481429 1-Mar-32 $999,139.02 55.56 0.250 0.017 0.000
9482556 1-Feb-32 $384,397.51 58.42 0.250 0.017 0.483
9485094 1-Feb-32 $540,088.40 69.81 0.250 0.017 0.108
9488845 1-Feb-32 $334,513.54 83.75 01 0.250 0.017 0.858
9494701 1-Feb-32 $743,834.15 64.78 0.250 0.017 0.483
9494929 1-Feb-32 $325,437.06 74.94 0.250 0.017 0.000
9497114 1-Jan-32 $478,783.28 53.33 0.250 0.017 0.108
9501772 1-Feb-32 $675,830.96 72.02 0.250 0.017 0.000
9504956 1-Feb-32 $628,964.17 75.00 0.250 0.017 0.233
9505699 1-Jan-32 $488,757.93 69.01 0.250 0.017 0.108
9506066 1-Feb-32 $483,164.24 80.00 0.250 0.017 0.000
9507857 1-Feb-32 $315,493.10 80.00 0.250 0.017 0.358
9508292 1-Feb-32 $569,938.13 66.39 0.250 0.017 0.000
9511192 1-Mar-32 $438,898.74 48.81 0.250 0.017 0.358
9512622 1-Jan-32 $488,757.93 14.00 0.250 0.017 0.108
9513916 1-Feb-32 $748,766.87 42.86 0.250 0.017 0.233
9513970 1-Feb-32 $374,368.11 51.72 0.250 0.017 0.108
9515137 1-Feb-32 $524,093.43 70.00 0.250 0.017 0.000
9516535 1-Jan-32 $498,701.25 33.33 0.250 0.017 0.000
9518042 1-Feb-32 $878,553.14 46.63 0.250 0.017 0.233
9521589 1-Jan-32 $329,142.83 74.49 0.250 0.017 0.000
9521835 1-Feb-32 $333,423.24 72.61 0.250 0.017 0.000
9525121 1-Feb-32 $397,295.76 61.23 0.250 0.017 0.000
9526127 1-Feb-32 $429,220.45 50.59 0.250 0.017 0.000
9529073 1-Jan-32 $339,116.86 73.12 0.250 0.017 0.000
9529538 1-Feb-32 $354,387.00 71.00 0.250 0.017 0.000
9530117 1-Feb-32 $524,115.34 70.00 0.250 0.017 0.108
9532440 1-Feb-32 $444,231.58 47.82 0.250 0.017 0.000
9533945 1-Feb-32 $319,447.43 80.00 0.250 0.017 0.000
9535118 1-Feb-32 $663,906.64 70.00 0.250 0.017 0.233
9535451 1-Jan-32 $369,084.81 69.81 0.250 0.017 0.233
9537842 1-Jan-32 $347,096.07 53.54 0.250 0.017 0.000
9543354 1-Jan-32 $398,986.06 42.02 0.250 0.017 0.108
9543580 1-Feb-32 $324,438.80 61.90 0.250 0.017 0.000
9546538 1-Jan-32 $797,972.13 42.11 0.250 0.017 0.108
9547122 1-Feb-32 $399,713.05 90.00 13 0.250 0.017 0.483
9548938 1-Feb-32 $997,082.75 70.00 0.250 0.017 0.358
9549663 1-Feb-32 $474,159.52 40.25 0.250 0.017 0.000
9549817 1-Feb-32 $612,938.07 32.63 0.250 0.017 0.108
9551830 1-Jan-32 $826,597.32 65.00 0.250 0.017 0.000
9552013 1-Jan-32 $304,226.89 68.54 0.250 0.017 0.108
9552169 1-Feb-32 $965,288.97 32.23 0.250 0.017 0.000
9552248 1-Feb-22 $450,701.29 58.83 0.250 0.017 0.000
9552735 1-Feb-32 $351,449.16 78.22 0.250 0.017 0.483
9553325 1-Jan-32 $392,976.57 75.05 0.250 0.017 0.000
9553874 1-Feb-32 $698,877.12 56.00 0.250 0.017 0.358
9553900 1-Mar-32 $462,620.48 38.58 0.250 0.017 0.233
9556145 1-Mar-32 $427,140.85 74.35 0.250 0.017 0.108
9556860 1-Feb-32 $399,292.23 61.54 0.250 0.017 0.000
9556928 1-Feb-32 $328,445.61 66.06 0.250 0.017 0.108
9557103 1-Dec-31 $445,610.49 69.23 0.250 0.017 0.108
9557626 1-Feb-32 $598,963.91 80.00 0.250 0.017 0.000
9558732 1-Jan-32 $382,005.16 73.51 0.250 0.017 0.000
9558962 1-Jan-32 $527,093.43 68.19 0.250 0.017 0.000
9560147 1-Feb-32 $395,316.18 79.20 0.250 0.017 0.000
9560593 1-Feb-32 $563,072.68 69.63 0.250 0.017 0.233
9560642 1-Mar-32 $499,569.51 41.67 0.250 0.017 0.000
9560644 1-Feb-32 $547,030.37 37.05 0.250 0.017 0.000
9563132 1-Feb-32 $309,458.34 57.94 0.250 0.017 0.000
9565628 1-Feb-32 $648,982.80 46.43 0.250 0.017 0.483
9566486 1-Jan-32 $409,932.42 68.50 0.250 0.017 0.000
9566840 1-Feb-32 $998,273.20 40.00 0.250 0.017 0.000
9567408 1-Feb-32 $995,777.51 70.00 0.250 0.017 0.000
9567990 1-Feb-32 $472,202.98 59.13 0.250 0.017 0.108
9568005 1-Mar-32 $429,620.62 55.13 0.250 0.017 0.000
9569658 1-Feb-32 $488,196.00 69.86 0.250 0.017 0.233
9570911 1-Jan-32 $428,681.40 43.00 0.250 0.017 0.000
9570916 1-Jan-32 $349,134.29 59.32 0.250 0.017 0.233
9571347 1-Jan-32 $394,946.06 80.00 0.250 0.017 0.000
9572025 1-Mar-32 $442,627.83 78.58 0.250 0.017 0.108
9572123 1-Feb-27 $319,085.12 52.89 0.250 0.017 0.108
9572884 1-Feb-32 $395,299.31 75.86 0.250 0.017 0.000
9573026 1-Jan-32 $319,188.85 58.18 0.250 0.017 0.108
9575661 1-Feb-32 $499,136.60 52.63 0.250 0.017 0.000
9576691 1-Feb-32 $648,904.71 55.08 0.250 0.017 0.108
9577922 1-Feb-32 $798,618.57 69.50 0.250 0.017 0.000
9578194 1-Dec-31 $348,784.43 42.94 0.250 0.017 0.000
9579309 1-Jan-32 $735,675.82 74.87 0.250 0.017 0.233
9580197 1-Feb-32 $381,585.39 70.00 0.250 0.017 0.000
9580900 1-Jan-32 $304,207.78 55.96 0.250 0.017 0.000
9581254 1-Feb-32 $648,877.57 65.00 0.250 0.017 0.000
9582224 1-Jan-32 $598,479.11 80.00 0.250 0.017 0.108
9582942 1-Mar-32 $564,513.55 56.50 0.250 0.017 0.000
9584841 1-Feb-32 $778,585.92 65.00 0.250 0.017 0.000
9585421 1-Feb-32 $432,751.44 85.00 13 0.250 0.017 0.000
9587082 1-Jan-22 $503,098.20 27.41 0.250 0.017 0.358
9588207 1-Mar-32 $583,497.19 77.66 0.250 0.017 0.000
9590345 1-Mar-32 $498,959.39 53.76 0.250 0.017 0.000
9590594 1-Feb-32 $357,396.74 80.00 0.250 0.017 0.108
9591863 1-Feb-32 $404,334.10 71.05 0.250 0.017 0.233
9592361 1-Feb-32 $455,250.26 70.70 0.250 0.017 0.233
9592719 1-Feb-32 $783,677.24 74.76 0.250 0.017 0.108
9594559 1-Jan-32 $592,457.06 67.12 0.250 0.017 0.000
9595566 1-Jan-32 $344,851.91 53.44 0.250 0.017 0.000
9596476 1-Feb-32 $998,229.59 45.35 0.250 0.017 0.000
9596707 1-Feb-32 $374,284.32 27.27 0.250 0.017 0.000
9596797 1-Mar-32 $511,048.72 46.50 0.250 0.017 0.000
9596990 1-Jan-32 $337,957.49 80.00 0.250 0.017 0.233
9597748 1-Jan-32 $699,134.31 61.93 0.250 0.017 0.000
9600081 1-Feb-32 $511,137.24 79.50 0.250 0.017 0.108
9601276 1-Mar-32 $535,026.09 80.00 0.250 0.017 0.233
9603776 1-Feb-32 $474,179.77 62.50 0.250 0.017 0.000
9603812 1-Feb-32 $975,432.78 54.28 0.250 0.017 0.358
9603838 1-Feb-32 $535,595.98 76.64 0.250 0.017 0.108
9604145 1-Feb-32 $712,767.06 62.09 0.250 0.017 0.000
9604245 1-Jan-32 $585,674.75 80.00 0.250 0.017 0.000
9605633 1-Mar-32 $849,285.90 30.36 0.250 0.017 0.108
9606892 1-Feb-32 $449,203.75 47.37 0.250 0.017 0.000
9607438 1-Feb-32 $467,303.19 80.00 0.250 0.017 0.733
9607877 1-Feb-32 $339,440.98 77.27 0.250 0.017 0.233
9608957 1-Feb-32 $359,378.36 62.61 0.250 0.017 0.000
9609276 1-Feb-32 $415,299.02 80.00 0.250 0.017 0.108
9609408 1-Feb-32 $404,300.65 47.65 0.250 0.017 0.000
9609691 1-Feb-32 $404,300.65 60.45 0.250 0.017 0.000
9611613 1-Mar-32 $347,707.64 80.00 0.250 0.017 0.108
9613747 1-Mar-32 $454,617.74 77.78 0.250 0.017 0.108
9614408 1-Feb-32 $366,980.57 80.00 0.250 0.017 0.108
9614548 1-Mar-32 $489,598.35 44.55 0.250 0.017 0.233
9615106 1-Feb-32 $598,912.24 80.00 0.250 0.017 0.000
9615400 1-Mar-32 $364,670.03 68.22 0.250 0.017 0.000
9615426 1-Mar-32 $584,471.15 65.00 0.250 0.017 0.000
9616119 1-Mar-32 $560,826.55 66.04 0.250 0.017 0.000
9616491 1-Feb-32 $889,752.98 73.37 0.250 0.017 0.108
9617105 1-Mar-32 $495,783.13 41.35 0.250 0.017 0.108
9618482 1-Jan-32 $422,925.23 80.00 0.250 0.017 0.108
9619511 1-Feb-32 $344,089.78 75.00 0.250 0.017 0.233
9619696 1-Feb-32 $733,141.95 48.58 0.250 0.017 0.108
9620858 1-Feb-32 $443,233.29 74.00 0.250 0.017 0.000
9621039 1-Jan-32 $422,951.27 79.40 0.250 0.017 0.233
9621372 1-Jan-32 $614,585.94 85.00 01 0.250 0.017 0.108
9622363 1-Feb-32 $363,943.59 90.00 01 0.250 0.017 0.608
9622642 1-Feb-32 $663,407.44 74.66 0.250 0.017 0.233
9622692 1-Mar-32 $442,627.83 57.91 0.250 0.017 0.108
9625876 1-Feb-32 $843,610.68 65.00 0.250 0.017 0.233
9626249 1-Feb-32 $335,433.82 80.00 0.250 0.017 0.108
9627954 1-Feb-32 $354,387.00 56.80 0.250 0.017 0.000
9628470 1-Feb-32 $466,431.85 80.00 0.250 0.017 0.233
9631759 1-Feb-32 $613,963.70 61.50 0.250 0.017 0.108
9632049 1-Feb-32 $499,157.48 54.35 0.250 0.017 0.108
9632179 1-Feb-32 $365,751.68 80.00 0.250 0.017 0.000
9632370 1-Feb-32 $799,650.27 57.21 0.250 0.017 0.108
9633845 1-Feb-32 $973,316.37 65.00 0.250 0.017 0.000
9635809 1-Feb-32 $404,317.55 65.32 0.250 0.017 0.108
9636833 1-Feb-32 $543,083.34 54.40 0.250 0.017 0.108
9638595 1-Feb-32 $361,390.02 54.03 0.250 0.017 0.108
9638608 1-Mar-32 $562,150.10 66.98 0.250 0.017 0.358
9641123 1-Feb-32 $598,988.97 54.55 0.250 0.017 0.108
9641826 1-Feb-32 $549,026.82 65.48 0.250 0.017 0.000
9642206 1-Feb-32 $349,410.23 67.31 0.250 0.017 0.108
9642462 1-Jan-32 $385,745.29 80.00 0.250 0.017 0.000
9643466 1-Mar-32 $583,472.05 58.40 0.250 0.017 0.000
9644766 1-Feb-32 $367,438.26 68.15 0.250 0.017 0.608
9647935 1-Mar-32 $468,384.33 75.00 0.250 0.017 0.483
9648285 1-Feb-32 $317,837.68 80.89 01 0.250 0.017 0.483
9651290 1-Feb-32 $319,322.36 80.00 0.250 0.017 0.483
9652219 1-Feb-32 $965,410.08 69.82 0.250 0.017 0.233
9652233 1-Feb-32 $998,355.82 71.43 0.250 0.017 0.233
9653038 1-Feb-32 $408,227.70 54.74 0.250 0.017 0.233
9653302 1-Mar-32 $584,532.19 65.00 0.250 0.017 0.358
9653343 1-Feb-32 $415,349.00 48.94 0.250 0.017 0.483
9653807 1-Mar-32 $375,684.12 80.00 0.250 0.017 0.108
9654049 1-Feb-27 $638,383.76 53.33 0.250 0.017 0.108
9654078 1-Feb-27 $330,670.99 57.44 0.250 0.017 0.233
9655163 1-Feb-32 $486,029.57 80.00 0.250 0.017 0.233
9656520 1-Feb-32 $399,325.97 54.64 0.250 0.017 0.108
9657964 1-Feb-32 $524,093.43 30.88 0.250 0.017 0.000
9658443 1-Mar-32 $379,672.83 38.97 0.250 0.017 0.000
9658517 1-Jan-32 $308,835.37 33.70 0.250 0.017 0.358
9658745 1-Feb-32 $495,184.49 77.50 0.250 0.017 0.233
9659408 1-Feb-32 $511,198.77 75.85 0.250 0.017 0.483
9659512 1-Feb-32 $598,988.97 34.78 0.250 0.017 0.108
9660218 1-Feb-32 $858,514.96 61.43 0.250 0.017 0.000
9660505 1-Feb-32 $376,879.32 34.87 0.250 0.017 0.233
9660856 1-Feb-32 $452,291.10 43.14 0.250 0.017 0.483
9661630 1-Feb-32 $339,467.93 80.00 0.250 0.017 0.483
9661757 1-Feb-32 $573,507.94 77.95 0.250 0.017 0.000
9661915 1-Feb-32 $399,001.56 22.86 0.250 0.017 0.233
9662173 1-Feb-32 $357,425.74 78.34 0.250 0.017 0.358
9662433 1-Feb-32 $499,217.55 79.49 0.250 0.017 0.483
9662629 1-Feb-32 $309,477.63 36.47 0.250 0.017 0.108
9662743 1-Feb-32 $488,733.99 69.93 0.250 0.017 0.483
9663042 1-Feb-32 $458,686.94 55.36 0.250 0.017 0.000
9663256 1-Feb-32 $433,989.84 79.99 0.250 0.017 0.483
9663829 1-Feb-32 $349,404.78 72.92 0.250 0.017 0.483
9663944 1-Feb-32 $347,468.77 80.00 0.250 0.017 0.608
9664129 1-Feb-32 $388,328.27 66.04 0.250 0.017 0.000
9664143 1-Mar-32 $637,326.44 70.00 0.250 0.017 0.483
9664824 1-Feb-32 $315,467.52 78.02 0.250 0.017 0.108
9664869 1-Feb-32 $673,834.41 64.29 0.250 0.017 0.000
9664935 1-Mar-32 $359,690.05 74.23 0.250 0.017 0.000
9664948 1-Jan-32 $498,669.25 62.74 0.250 0.017 0.000
9665067 1-Feb-32 $429,692.36 80.00 0.250 0.017 0.233
9665316 1-Feb-32 $319,523.54 67.37 0.250 0.017 0.733
9668687 1-Feb-32 $345,416.98 59.15 0.250 0.017 0.108
9669223 1-Feb-32 $343,420.33 80.00 0.250 0.017 0.108
9669247 1-Feb-32 $567,705.40 40.71 0.250 0.017 0.000
9669375 1-Mar-32 $999,139.02 62.00 0.250 0.017 0.000
9670212 1-Feb-32 $333,876.69 80.00 0.250 0.017 0.483
9670315 1-Feb-32 $798,716.70 45.07 0.250 0.017 0.358
9671092 1-Feb-32 $317,336.66 94.99 13 0.250 0.017 0.858
9671241 1-Feb-32 $419,309.45 73.68 0.250 0.017 0.233
9671370 1-Feb-32 $308,479.32 68.67 0.250 0.017 0.108
9671495 1-Feb-32 $586,984.63 63.91 0.250 0.017 0.000
9672489 1-Feb-32 $435,283.14 80.00 0.250 0.017 0.233
9673360 1-Feb-32 $349,410.23 66.67 0.250 0.017 0.108
9673480 1-Feb-32 $440,648.89 57.35 0.250 0.017 0.233
9674460 1-Feb-32 $449,241.73 60.00 0.250 0.017 0.108
9674976 1-Feb-32 $558,983.07 79.99 0.250 0.017 0.000
9675031 1-Feb-32 $628,938.42 70.00 0.250 0.017 0.108
9675134 1-Feb-32 $499,177.93 63.69 0.250 0.017 0.233
9675239 1-Feb-32 $688,370.12 69.00 0.250 0.017 0.108
9675635 1-Jan-32 $598,552.01 61.73 0.250 0.017 0.358
9676145 1-Feb-32 $335,433.82 70.00 0.250 0.017 0.108
9676782 1-Mar-32 $528,294.76 75.00 0.250 0.017 0.000
9677172 1-Jan-32 $398,986.06 78.13 0.250 0.017 0.108
9677392 1-Mar-32 $474,191.38 70.00 0.250 0.017 0.000
9677519 1-Feb-32 $371,771.91 31.08 0.250 0.017 0.000
9677525 1-Mar-32 $499,600.16 48.78 0.250 0.017 0.358
9677650 1-Feb-32 $474,219.01 17.27 0.250 0.017 0.233
9677813 1-Feb-32 $484,162.51 67.83 0.250 0.017 0.000
9677931 1-Feb-32 $398,510.67 57.03 0.250 0.017 0.000
9678047 1-Feb-22 $383,472.17 21.39 0.250 0.017 0.000
9678089 1-Feb-32 $369,310.65 48.30 0.250 0.017 0.000
9678183 1-Feb-32 $323,454.04 75.70 0.250 0.017 0.108
9678259 1-Mar-32 $424,134.51 51.14 0.250 0.017 0.000
9678308 1-Feb-32 $768,764.84 73.33 0.250 0.017 0.358
9678318 1-Feb-32 $396,813.59 75.71 0.250 0.017 0.000
9678376 1-Feb-32 $399,309.28 55.17 0.250 0.017 0.000
9678432 1-Mar-32 $418,639.25 57.79 0.250 0.017 0.000
9678434 1-Feb-32 $482,165.96 50.84 0.250 0.017 0.000
9678451 1-Feb-32 $648,681.86 68.42 0.250 0.017 0.108
9678513 1-Feb-32 $509,097.58 48.57 0.250 0.017 0.000
9678518 1-Feb-32 $583,989.82 49.79 0.250 0.017 0.000
9678726 1-Mar-32 $999,159.88 18.87 0.250 0.017 0.108
9678749 1-Feb-32 $429,275.43 72.27 0.250 0.017 0.108
9679026 1-Feb-32 $419,309.45 66.67 0.250 0.017 0.233
9679072 1-Mar-32 $349,713.11 28.93 0.250 0.017 0.233
9679206 1-Mar-32 $447,632.77 80.00 0.250 0.017 0.233
9679282 1-Feb-32 $958,421.61 60.42 0.250 0.017 0.233
9679591 1-Feb-32 $418,982.32 69.95 0.250 0.017 0.000
9679772 1-Feb-32 $549,073.21 55.00 0.250 0.017 0.108
9679825 1-Feb-32 $431,289.71 77.14 0.250 0.017 0.233
9679859 1-Feb-32 $648,904.71 76.47 0.250 0.017 0.108
9679997 1-Mar-32 $649,453.92 37.46 0.250 0.017 0.108
9680288 1-Feb-32 $499,115.28 51.28 0.250 0.017 0.000
9680307 1-Mar-32 $331,721.08 80.00 0.250 0.017 0.108
9680384 1-Feb-32 $356,383.53 51.00 0.250 0.017 0.000
9680433 1-Mar-32 $999,139.02 38.46 0.250 0.017 0.000
9680449 1-Feb-32 $599,432.66 79.99 0.250 0.017 0.108
9680520 1-Feb-32 $534,120.37 48.64 0.250 0.017 0.233
9680787 1-Feb-32 $332,438.88 58.94 0.250 0.017 0.108
9680867 1-Feb-32 $484,182.76 35.04 0.250 0.017 0.108
9680881 1-Feb-32 $838,584.56 70.00 0.250 0.017 0.108
9681278 1-Feb-32 $499,115.28 69.16 0.250 0.017 0.000
9681439 1-Feb-32 $515,130.52 79.97 0.250 0.017 0.108
9681788 1-Feb-32 $466,412.75 63.14 0.250 0.017 0.108
9681804 1-Mar-32 $756,364.03 78.85 0.250 0.017 0.108
9681948 1-Feb-32 $973,357.06 75.00 0.250 0.017 0.108
9682042 1-Feb-32 $530,097.82 80.00 0.250 0.017 0.108
9682450 1-Feb-32 $998,314.94 40.00 0.250 0.017 0.108
9682784 1-Feb-32 $439,258.57 27.50 0.250 0.017 0.108
9682926 1-Feb-32 $499,177.93 49.50 0.250 0.017 0.233
9683247 1-Feb-32 $995,777.51 70.00 0.250 0.017 0.000
9683913 1-Feb-32 $547,142.42 78.29 0.250 0.017 0.483
9683962 1-Mar-32 $749,400.24 62.50 0.250 0.017 0.358
9684162 1-Feb-32 $534,098.49 66.88 0.250 0.017 0.108
9684230 1-Feb-32 $395,410.38 80.00 0.250 0.017 0.733
9685408 1-Feb-32 $463,736.28 58.06 0.250 0.017 0.233
9686917 1-Feb-32 $314,482.09 44.06 0.250 0.017 0.233
9687461 1-Mar-32 $414,651.35 63.75 0.250 0.017 0.108
9687570 1-Feb-32 $420,671.15 28.20 0.250 0.017 0.108
9689540 1-Mar-32 $467,606.82 78.13 0.250 0.017 0.108
9689713 1-Feb-32 $357,396.74 52.65 0.250 0.017 0.108
9690262 1-Feb-22 $358,634.66 60.00 0.250 0.017 0.358
9690264 1-Feb-32 $658,887.86 80.00 0.250 0.017 0.108
9690292 1-Feb-32 $301,016.36 56.67 0.250 0.017 0.358
9690411 1-Feb-32 $361,889.16 53.70 0.250 0.017 0.108
9691307 1-Feb-32 $352,061.75 79.24 0.250 0.017 0.608
9692799 1-Feb-32 $599,061.05 68.97 0.250 0.017 0.483
9693538 1-Mar-32 $534,572.17 62.94 0.250 0.017 0.358
9694699 1-Feb-32 $499,157.48 56.95 0.250 0.017 0.108
9694716 1-Feb-32 $408,276.31 51.13 0.250 0.017 0.000
9695159 1-Feb-32 $407,368.88 68.99 0.250 0.017 0.000
9696249 1-Feb-32 $948,277.71 59.38 0.250 0.017 0.000
9696439 1-Mar-32 $496,612.29 41.42 0.250 0.017 0.483
9696811 1-Feb-32 $373,417.23 61.61 0.250 0.017 0.000
9697181 1-Mar-32 $311,762.59 67.83 0.250 0.017 0.608
9697512 1-Mar-32 $399,555.61 35.24 0.250 0.017 0.000
9698156 1-Feb-32 $325,477.07 79.90 0.250 0.017 0.358
9698688 1-Mar-32 $334,745.09 72.83 0.250 0.017 0.608
9698829 1-Feb-32 $309,538.41 79.99 0.250 0.017 0.233
9698840 1-Feb-32 $399,374.03 79.21 0.250 0.017 0.483
9699191 1-Feb-32 $384,966.00 80.00 0.250 0.017 0.233
9699512 1-Mar-32 $337,716.04 55.41 0.250 0.017 0.108
9700182 1-Feb-32 $611,992.13 54.49 0.250 0.017 0.233
9700198 1-Feb-32 $340,411.16 56.83 0.250 0.017 0.000
9700401 1-Feb-32 $359,408.10 46.69 0.250 0.017 0.233
9700453 1-Feb-32 $559,079.28 56.00 0.250 0.017 0.233
9700506 1-Feb-32 $454,251.90 65.00 0.250 0.017 0.233
9700524 1-Feb-32 $507,124.12 80.00 0.250 0.017 0.233
9700533 1-Feb-32 $359,302.58 42.06 0.250 0.017 0.233
9700593 1-Feb-32 $666,488.97 60.73 0.250 0.017 0.000
9700660 1-Feb-32 $379,375.22 38.00 0.250 0.017 0.233
9701477 1-Mar-22 $399,220.42 53.33 0.250 0.017 0.108
9702996 1-Mar-32 $399,687.96 56.58 0.250 0.017 0.483
9703237 1-Feb-22 $347,427.33 43.59 0.250 0.017 0.358
9703427 1-Feb-32 $499,217.55 80.00 0.250 0.017 0.483
9706819 1-Feb-32 $317,913.95 79.90 0.250 0.017 0.608
9706827 1-Feb-32 $648,577.57 28.26 0.250 0.017 0.000
9707202 1-Feb-32 $495,242.84 80.00 0.250 0.017 0.608
9707211 1-Feb-32 $519,186.25 80.00 0.250 0.017 0.483
9708117 1-Feb-32 $460,042.38 50.92 0.250 0.017 0.233
9708285 1-Feb-32 $578,024.35 48.25 0.250 0.017 0.108
9708336 1-Feb-32 $743,874.93 53.22 0.250 0.017 0.233
9710190 1-Feb-32 $403,398.47 80.00 0.250 0.017 0.733
9711918 1-Feb-32 $359,436.64 66.67 0.250 0.017 0.483
9712082 1-Feb-32 $367,424.11 80.00 0.250 0.017 0.483
9712998 1-Mar-32 $999,219.91 41.67 0.250 0.017 0.483
9713458 1-Feb-32 $352,946.81 66.70 0.250 0.017 0.483
9713954 1-Feb-32 $571,104.87 80.00 0.250 0.017 0.483
9714084 1-Feb-32 $441,290.98 78.23 0.250 0.017 0.358
9714699 1-Mar-32 $899,297.91 30.00 0.250 0.017 0.483
9717189 1-Mar-32 $354,716.11 65.74 0.250 0.017 0.358
9717221 1-Feb-32 $349,424.54 23.33 0.250 0.017 0.233
9717299 1-Mar-32 $416,649.67 42.55 0.250 0.017 0.108
9718018 1-Feb-32 $411,322.59 64.38 0.250 0.017 0.233
9718315 1-Feb-32 $449,260.13 61.22 0.250 0.017 0.233
9718495 1-Feb-32 $364,214.81 80.00 0.250 0.017 0.358
9719692 1-Feb-32 $395,348.91 90.00 01 0.250 0.017 0.233
9719928 1-Feb-32 $347,441.30 80.00 0.250 0.017 0.358
9719981 1-Mar-32 $499,619.54 80.00 0.250 0.017 0.608
9720289 1-Feb-32 $648,931.29 72.22 0.250 0.017 0.233
9720298 1-Feb-32 $341,850.75 80.00 0.250 0.017 0.358
9720423 1-Feb-32 $558,630.01 79.94 0.250 0.017 0.233
9721250 1-Mar-32 $409,638.26 47.95 0.250 0.017 0.000
9722137 1-Mar-32 $1,498,858.62 60.00 0.250 0.017 0.608
9722214 1-Feb-32 $439,340.03 40.01 0.250 0.017 0.000
9722368 1-Feb-32 $424,283.85 77.27 0.250 0.017 0.108
9722577 1-Feb-32 $648,982.80 79.75 0.250 0.017 0.483
9722788 1-Feb-32 $403,302.36 80.00 0.250 0.017 0.000
9722833 1-Feb-32 $838,717.53 70.00 0.250 0.017 0.608
9723060 1-Feb-32 $368,193.62 80.00 0.250 0.017 0.233
9723199 1-Feb-32 $333,037.87 80.00 0.250 0.017 0.108
9723525 1-Feb-32 $399,323.07 66.67 0.250 0.017 0.358
9723530 1-Mar-32 $674,446.71 75.00 0.250 0.017 0.233
9723734 1-Mar-32 $403,660.59 50.37 0.250 0.017 0.108
9723883 1-Feb-32 $436,780.67 70.00 0.250 0.017 0.233
9723965 1-Feb-32 $409,325.90 57.75 0.250 0.017 0.233
9724517 1-Feb-32 $473,120.83 70.00 0.250 0.017 0.233
9724614 1-Feb-32 $648,245.77 69.15 0.250 0.017 0.000
9724727 1-Mar-32 $390,217.33 66.31 0.250 0.017 0.108
9725603 1-Feb-32 $455,286.41 80.00 0.250 0.017 0.483
9725715 1-Feb-32 $449,677.50 80.00 0.250 0.017 0.358
9725875 1-Feb-32 $447,662.75 80.00 0.250 0.017 0.233
9725887 1-Feb-32 $415,316.03 80.00 0.250 0.017 0.233
9725953 1-Feb-32 $593,492.64 80.00 0.250 0.017 0.608
9726061 1-Feb-32 $499,136.60 50.25 0.250 0.017 0.000
9726339 1-Feb-32 $334,407.25 42.62 0.250 0.017 0.000
9726911 1-Mar-32 $496,347.40 70.00 0.250 0.017 0.108
9727071 1-Feb-32 $648,904.71 65.00 0.250 0.017 0.108
9727151 1-Mar-32 $560,751.22 64.88 0.250 0.017 0.358
9727204 1-Feb-32 $582,287.35 80.00 0.250 0.017 0.483
9728094 1-Feb-32 $534,497.82 55.48 0.250 0.017 0.108
9728113 1-Feb-32 $315,529.49 80.00 0.250 0.017 0.733
9728129 1-Feb-32 $434,284.78 62.14 0.250 0.017 0.233
9728246 1-Feb-32 $509,121.54 80.00 0.250 0.017 0.233
9728777 1-Mar-32 $447,667.52 80.00 0.250 0.017 0.733
9729524 1-Feb-32 $386,532.92 80.00 0.250 0.017 0.733
9730057 1-Feb-32 $455,250.26 80.00 0.250 0.017 0.233
9730545 1-Mar-32 $377,705.12 80.00 0.250 0.017 0.483
9730784 1-Feb-32 $426,315.04 89.99 16 0.250 0.017 0.358
9731100 1-Feb-32 $374,598.14 80.00 0.250 0.017 0.358
9731487 1-Feb-32 $365,412.90 80.00 0.250 0.017 0.358
9732042 1-Feb-32 $998,355.82 20.00 0.250 0.017 0.233
9732239 1-Feb-32 $642,118.57 75.00 0.250 0.017 0.483
9732240 1-Feb-32 $303,512.36 80.00 0.250 0.017 0.358
9732818 1-Feb-32 $319,473.87 78.43 0.250 0.017 0.233
9732833 1-Mar-32 $674,460.21 75.00 0.250 0.017 0.358
9733520 1-Feb-32 $499,157.48 68.97 0.250 0.017 0.108
9733775 1-Feb-32 $311,487.03 69.33 0.250 0.017 0.233
9733806 1-Feb-32 $467,548.80 66.90 0.250 0.017 0.358
9733956 1-Feb-32 $399,353.20 80.00 0.250 0.017 0.358
9734315 1-Feb-32 $374,398.46 50.68 0.250 0.017 0.358
9734532 1-Mar-32 $998,200.31 25.00 0.250 0.017 0.358
9734637 1-Mar-32 $319,650.45 79.99 0.250 0.017 0.483
9734645 1-Feb-32 $598,963.91 80.00 24 0.250 0.017 0.000
9734718 1-Mar-32 $319,731.16 80.00 0.250 0.017 0.108
9734817 1-Feb-32 $445,683.92 80.00 0.250 0.017 0.358
9735751 1-Feb-32 $349,424.54 25.93 0.250 0.017 0.233
9735987 1-Feb-32 $343,334.41 80.00 0.250 0.017 0.233
9736995 1-Mar-32 $399,655.61 80.00 0.250 0.017 0.000
9737036 1-Feb-32 $394,051.05 76.79 0.250 0.017 0.233
9737890 1-Feb-32 $648,931.29 78.50 0.250 0.017 0.233
9738049 1-Feb-32 $439,311.43 80.00 0.250 0.017 0.483
9738743 1-Mar-32 $417,324.19 80.00 0.250 0.017 0.483
9738817 1-Feb-32 $369,406.48 78.72 0.250 0.017 0.358
9739646 1-Mar-32 $355,715.31 74.95 0.250 0.017 0.358
9739836 1-Mar-32 $519,563.14 80.00 0.250 0.017 0.108
9739842 1-Feb-32 $618,481.44 70.00 0.250 0.017 0.233
9740781 1-Feb-32 $331,454.15 67.07 0.250 0.017 0.233
9740900 1-Mar-32 $424,660.14 73.91 0.250 0.017 0.358
9741359 1-Feb-32 $368,314.65 49.87 0.250 0.017 0.000
9741427 1-Feb-32 $444,286.16 68.99 0.250 0.017 0.358
9742056 1-Mar-32 $459,632.14 69.17 0.250 0.017 0.358
9742097 1-Feb-32 $648,931.29 74.71 0.250 0.017 0.233
9742271 1-Feb-32 $960,378.97 69.96 0.250 0.017 0.108
9742446 1-Feb-32 $342,363.40 90.00 12 0.250 0.017 0.483
9743252 1-Mar-32 $385,667.72 74.82 0.250 0.017 0.108
9743964 1-Mar-32 $649,492.93 79.75 0.250 0.017 0.483
9743991 1-Feb-32 $463,273.88 80.00 0.250 0.017 0.483
9744393 1-Mar-32 $357,720.73 67.55 0.250 0.017 0.483
9745482 1-Feb-32 $549,073.21 50.00 0.250 0.017 0.108
9747335 1-Mar-32 $422,670.02 73.57 0.250 0.017 0.483
9749690 1-Mar-32 $764,372.94 25.50 0.250 0.017 0.233
9750547 1-Feb-32 $478,392.53 80.00 0.250 0.017 0.108
9750923 1-Mar-32 $899,280.28 64.29 0.250 0.017 0.358
9751620 1-Mar-32 $323,241.30 68.54 0.250 0.017 0.358
9752056 1-Feb-32 $493,245.89 57.78 0.250 0.017 0.608
9752515 1-Mar-32 $649,376.57 59.09 0.250 0.017 0.000
9752745 1-Mar-32 $617,480.81 68.67 0.250 0.017 0.108
9752906 1-Mar-22 $394,253.17 56.43 0.250 0.017 0.358
9753114 1-Feb-32 $401,305.83 53.60 0.250 0.017 0.000
9754221 1-Mar-32 $439,656.75 80.00 0.250 0.017 0.483
9754355 1-Mar-32 $821,709.09 69.99 0.250 0.017 0.108
9754503 1-Mar-32 $349,726.96 73.68 0.250 0.017 0.483
9754913 1-Mar-32 $549,526.46 55.00 0.250 0.017 0.000
9754986 1-Mar-32 $559,540.98 80.00 0.250 0.017 0.233
9756838 1-Feb-32 $519,145.03 59.43 0.250 0.017 0.233
9756984 1-Mar-32 $419,638.39 59.57 0.250 0.017 0.000
9757723 1-Mar-32 $499,590.16 79.62 0.250 0.017 0.233
9758154 1-Mar-32 $807,304.33 67.33 0.250 0.017 0.000
9758610 1-Mar-32 $574,528.68 74.19 0.250 0.017 0.233
9759275 1-Feb-32 $386,394.39 61.92 0.250 0.017 0.483
9761259 1-Feb-32 $364,384.96 32.44 0.250 0.017 0.108
9761286 1-Mar-32 $526,359.50 80.00 0.250 0.017 0.233
9761738 1-Mar-32 $511,590.56 80.00 0.250 0.017 0.358
9761944 1-Feb-32 $519,885.16 68.51 0.250 0.017 0.483
9762116 1-Feb-32 $359,422.51 56.25 0.250 0.017 0.358
9762393 1-Feb-32 $678,854.15 61.82 0.250 0.017 0.108
9763016 1-Feb-32 $329,247.81 52.80 0.250 0.017 0.233
9763357 1-Mar-32 $411,653.87 80.00 0.250 0.017 0.108
9763789 1-Feb-32 $525,113.65 52.60 0.250 0.017 0.108
9763973 1-Mar-32 $987,266.76 80.00 0.250 0.017 0.733
9764710 1-Mar-32 $635,478.68 80.00 0.250 0.017 0.233
9764721 1-Mar-32 $629,457.58 46.32 0.250 0.017 0.000
9764795 1-Feb-32 $648,904.71 59.09 0.250 0.017 0.108
9765142 1-Feb-32 $431,207.19 80.00 0.250 0.017 0.358
9765221 1-Feb-32 $470,858.96 80.00 0.250 0.017 0.483
9766121 1-Mar-32 $350,125.38 80.00 0.250 0.017 0.608
9867238 1-Jan-32 $374,001.94 61.48 0.250 0.017 0.000
9867668 1-Jan-32 $316,176.59 71.56 0.250 0.017 0.000
9869586 1-Feb-32 $354,256.60 68.25 0.250 0.017 0.000
9870073 1-Jan-32 $382,052.67 66.61 0.250 0.017 0.233
9871400 1-Mar-32 $319,724.48 67.51 0.250 0.017 0.000
9871673 1-Feb-32 $770,699.12 38.60 0.250 0.017 0.108
9872480 1-Mar-32 $428,493.71 62.15 0.250 0.017 0.108
9873959 1-Feb-32 $539,112.14 80.00 0.250 0.017 0.233
9874562 1-Feb-32 $361,390.02 75.89 0.250 0.017 0.108
9883552 1-Mar-32 $369,681.43 75.51 GD 4YR 0.250 0.017 0.000
9886420 1-Feb-32 $445,568.79 75.00 0.250 0.017 0.608
9888242 1-Mar-32 $424,660.13 57.20 0.250 0.017 0.358
9888359 1-Mar-32 $359,346.20 41.10 0.250 0.017 0.983
9892201 1-Feb-32 $459,186.04 80.00 0.250 0.017 0.000
9893774 1-Mar-32 $683,411.08 72.38 0.250 0.017 0.000
9894764 1-Mar-32 $520,583.36 56.32 0.250 0.017 0.358
9895896 1-Feb-32 $398,959.00 80.00 0.250 0.017 0.358
9896505 1-Jan-32 $648,392.25 55.79 0.250 0.017 0.233
9900267 1-Mar-32 $389,672.35 75.00 0.250 0.017 0.108
9901734 1-Feb-32 $648,904.71 72.22 0.250 0.017 0.108
9902753 1-Mar-32 $481,590.00 72.98 0.250 0.017 0.000
9903752 1-Mar-32 $839,294.29 80.00 0.250 0.017 0.108
9904292 1-Mar-32 $699,410.91 70.00 0.250 0.017 0.108
9905172 1-Feb-32 $329,795.79 73.40 0.250 0.017 0.608
9905494 1-Jan-32 $449,041.00 75.00 0.250 0.017 0.983
9905612 1-Jan-32 $386,215.69 79.99 0.250 0.017 0.358
9906409 1-Mar-32 $327,750.42 80.00 0.250 0.017 0.608
9906887 1-Mar-22 $394,230.15 68.10 0.250 0.017 0.108
9907143 1-Feb-32 $475,236.44 80.00 0.250 0.017 0.358
9907273 1-Feb-32 $305,532.42 90.00 11 0.250 0.017 0.608
9909502 1-Feb-32 $424,283.85 53.80 0.250 0.017 0.108
9910197 1-Mar-32 $1,249,117.76 69.44 0.250 0.017 0.983
9910806 1-Mar-32 $419,655.72 70.00 0.250 0.017 0.233
9910986 1-Mar-32 $423,077.83 79.99 0.250 0.017 0.608
9911074 1-Jan-32 $462,934.25 80.00 0.250 0.017 0.608
9911515 1-Mar-32 $453,013.55 79.93 0.250 0.017 0.733
9911577 1-Jan-32 $319,168.82 71.01 0.250 0.017 0.000
9911903 1-Mar-32 $447,632.77 74.67 0.250 0.017 0.233
9913183 1-Feb-32 $594,021.73 70.00 0.250 0.017 0.233
9913460 1-Mar-32 $405,840.51 67.70 0.250 0.017 0.108
9914409 1-Feb-32 $381,916.12 50.00 0.250 0.017 0.608
9914980 1-Mar-32 $499,619.54 74.07 0.250 0.017 0.608
9915213 1-Dec-31 $361,462.02 89.97 01 0.250 0.017 0.000
9916087 1-Mar-32 $407,573.72 66.34 0.250 0.017 0.358
9917725 1-Mar-32 $349,713.11 45.16 0.250 0.017 0.233
9918064 1-Feb-32 $334,501.21 65.05 0.250 0.017 0.733
9918714 1-Feb-32 $199,722.95 71.17 0.250 0.017 1.108
9920247 1-Mar-32 $350,126.65 80.00 0.250 0.017 0.483
9920821 1-Mar-32 $396,458.36 80.00 0.250 0.017 0.000
9921415 1-Mar-32 $473,121.35 55.38 0.250 0.017 0.358
9921943 1-Feb-32 $304,510.75 37.42 0.250 0.017 0.358
9922248 1-Feb-32 $546,122.56 69.95 0.250 0.017 0.358
9922959 1-Nov-31 $432,628.58 80.00 0.250 0.017 0.233
9923187 1-Feb-32 $399,325.97 50.34 0.250 0.017 0.108
9923828 1-Mar-32 $999,200.31 61.54 0.250 0.017 0.358
9924433 1-Mar-32 $374,684.95 41.90 0.250 0.017 0.108
9924475 1-Feb-32 $483,614.18 74.51 0.250 0.017 0.983
9925090 1-Mar-32 $449,666.03 69.23 0.250 0.017 0.733
9925248 1-Dec-31 $348,784.43 22.29 0.250 0.017 0.000
9925482 1-Dec-31 $488,339.17 64.90 0.250 0.017 0.108
9925742 1-Mar-32 $304,756.09 56.48 0.250 0.017 0.358
9927058 1-Mar-32 $262,295.23 75.00 0.250 0.017 0.483
9927806 1-Jan-32 $349,112.80 72.16 0.250 0.017 0.108
9927970 1-Mar-32 $374,700.11 79.79 0.250 0.017 0.358
9928543 1-Feb-32 $560,122.08 79.01 0.250 0.017 0.483
9929266 1-Mar-32 $423,660.93 80.00 0.250 0.017 0.358
9929274 1-Feb-32 $343,500.46 80.00 0.250 0.017 0.858
9929323 1-Mar-32 $399,695.63 67.23 0.250 0.017 0.608
9929461 1-Mar-32 $499,609.94 67.57 0.250 0.017 0.483
9929982 1-Feb-32 $399,419.16 72.33 0.250 0.017 0.858
9930235 1-Feb-32 $374,862.45 77.51 0.250 0.017 0.483
9930273 1-Feb-32 $306,682.34 79.99 0.250 0.017 0.108
9930679 1-Mar-32 $318,225.77 70.00 0.250 0.017 0.000
9931303 1-Mar-32 $300,753.26 66.89 0.250 0.017 0.233
9932642 1-Dec-31 $448,437.13 47.51 0.250 0.017 0.000
9933468 1-Dec-31 $498,425.60 77.52 0.250 0.017 0.483
9933667 1-Dec-31 $532,110.38 79.99 0.250 0.017 0.000
9933772 1-Mar-32 $649,492.93 73.86 0.250 0.017 0.483
9934059 1-Mar-32 $999,257.85 58.82 0.250 0.017 0.733
9935176 1-Dec-31 $362,486.65 75.00 0.250 0.017 0.000
9935622 1-Feb-32 $385,599.15 75.00 0.250 0.017 0.108
9936316 1-Mar-32 $304,756.09 20.33 0.250 0.017 0.358
9937386 1-Mar-32 $373,198.40 60.00 0.250 0.017 0.483
9937662 1-Mar-32 $313,149.37 88.66 11 0.250 0.017 0.358
9938361 1-Mar-32 $499,628.93 54.05 0.250 0.017 0.733
9938397 1-Dec-31 $309,990.01 80.00 0.250 0.017 0.000
9939073 1-Feb-32 $399,374.03 68.97 0.250 0.017 0.483
9939370 1-Mar-32 $312,749.70 51.31 0.250 0.017 0.358
9941031 1-Mar-32 $349,705.95 66.41 0.250 0.017 0.108
9941629 1-Mar-32 $799,360.25 74.42 0.250 0.017 0.358
9942693 1-Mar-32 $577,038.18 70.00 0.250 0.017 0.358
9942940 1-Mar-32 $649,480.21 78.80 0.250 0.017 0.358
9942972 1-Mar-32 $398,656.47 51.48 0.250 0.017 0.000
9942976 1-Mar-32 $367,213.31 75.00 0.250 0.017 0.483
9943010 1-Mar-32 $389,688.12 76.47 0.250 0.017 0.358
9943481 1-Feb-32 $433,104.14 69.41 0.250 0.017 0.358
9943815 1-Mar-32 $479,586.73 78.69 0.250 0.017 0.000
9944013 1-Mar-32 $416,166.93 70.00 0.250 0.017 0.358
9944369 1-Mar-32 $489,578.11 55.06 0.250 0.017 0.000
9944555 1-Mar-32 $359,624.97 80.00 0.250 0.017 0.233
9944619 1-Feb-32 $698,591.04 70.00 0.250 0.017 0.358
9945342 1-Mar-32 $579,524.57 80.00 0.250 0.017 0.233
9945556 1-Mar-32 $334,751.38 54.47 0.250 0.017 0.733
9945616 1-Feb-32 $396,790.26 80.00 0.250 0.017 0.108
9946083 1-Mar-32 $422,626.79 78.33 0.250 0.017 0.000
9946196 1-Jan-32 $398,986.06 74.35 0.250 0.017 0.108
9946968 1-Mar-32 $434,625.47 51.18 0.250 0.017 0.000
9947228 1-Feb-32 $575,029.41 67.76 0.250 0.017 0.108
9947325 1-Feb-32 $311,761.36 77.98 0.250 0.017 0.483
9947944 1-Mar-32 $339,714.36 80.00 0.250 0.017 0.108
9948249 1-Feb-32 $479,607.57 70.15 0.250 0.017 0.000
9948275 1-Feb-32 $499,157.49 41.67 0.250 0.017 0.108
9948395 1-Mar-32 $402,969.42 77.19 0.250 0.017 0.233
9948594 1-Mar-32 $322,728.63 61.52 0.250 0.017 0.108
9948634 1-Mar-32 $349,713.11 55.12 0.250 0.017 0.233
9949361 1-Feb-32 $420,877.65 73.98 0.250 0.017 0.733
9949664 1-Mar-32 $349,720.11 41.18 0.250 0.017 0.358
9950533 1-Feb-32 $374,065.12 57.69 0.250 0.017 0.000
9950552 1-Mar-32 $649,440.36 52.00 0.250 0.017 0.000
9950656 1-Mar-32 $999,180.30 62.50 0.250 0.017 0.233
9950822 1-Mar-32 $474,600.93 72.52 0.250 0.017 0.108
9950836 1-Jan-32 $378,538.02 79.73 0.250 0.017 0.108
9950943 1-Feb-32 $496,182.86 67.62 0.250 0.017 0.233
9951035 1-Mar-32 $447,632.77 80.00 0.250 0.017 0.233
9951067 1-Mar-32 $331,721.07 48.12 0.250 0.017 0.108
9951592 1-Mar-32 $350,712.28 68.16 0.250 0.017 0.233
9951953 1-Mar-32 $356,700.07 78.46 0.250 0.017 0.108
9952037 1-Feb-32 $427,678.03 80.00 0.250 0.017 0.858
9952101 1-Mar-32 $349,698.66 63.64 0.250 0.017 0.000
9952115 1-Mar-32 $399,687.96 76.19 0.250 0.017 0.483
9952154 1-Feb-32 $360,391.68 62.24 0.250 0.017 0.108
9952744 1-Mar-32 $369,681.44 60.66 0.250 0.017 0.000
9953407 1-Mar-32 $367,675.32 80.00 0.250 0.017 0.000
9953474 1-Mar-32 $478,453.46 90.00 24 0.250 0.017 0.858
9953481 1-Mar-32 $346,643.89 69.99 0.250 0.017 0.000
9953652 1-Feb-32 $439,258.58 78.57 0.250 0.017 0.108
9953678 1-Mar-32 $438,657.53 53.87 0.250 0.017 0.483
9954046 1-Mar-32 $399,655.58 80.00 0.250 0.017 0.000
9955096 1-Jan-32 $513,692.35 63.90 0.250 0.017 0.108
9955135 1-Feb-32 $410,646.35 71.33 0.250 0.017 1.233
9955476 1-Mar-32 $211,821.89 54.36 0.250 0.017 0.108
9955709 1-Dec-30 $498,408.88 89.29 24 0.250 0.017 0.858
9956589 1-Feb-32 $505,265.21 74.96 0.250 0.017 0.858
9957015 1-Mar-32 $379,680.75 95.00 13 0.250 0.017 0.108
9957877 1-Mar-32 $476,388.73 64.43 0.250 0.017 0.358
9958304 1-Mar-32 $544,564.17 68.99 0.250 0.017 0.358
9958528 1-Mar-32 $416,175.08 70.00 0.250 0.017 0.483
9958543 1-Mar-32 $205,097.58 60.38 0.250 0.017 0.233
9958734 1-Feb-32 $377,408.46 80.00 0.250 0.017 0.483
9958792 1-Mar-32 $339,728.10 71.58 0.250 0.017 0.358
9958826 1-Mar-32 $759,021.55 42.23 0.250 0.017 0.608
9958955 1-Dec-31 $330,531.09 87.24 01 0.250 0.017 0.858
9959012 1-Jan-32 $422,075.69 90.00 06 0.250 0.017 0.858
9959177 1-Mar-32 $562,522.81 45.42 0.250 0.017 0.108
9959550 1-Mar-32 $315,162.22 94.99 06 0.250 0.017 0.733
9959725 1-Mar-32 $344,710.16 67.65 0.250 0.017 0.108
9959950 1-Mar-32 $804,306.92 70.00 0.250 0.017 0.000
9960194 1-Mar-32 $389,688.12 58.21 0.250 0.017 0.358
9961805 1-Mar-32 $403,389.70 40.76 0.250 0.017 0.483
9961992 1-Mar-32 $999,239.08 54.05 0.250 0.017 0.608
9962061 1-Mar-22 $349,667.17 74.28 0.250 0.017 0.108
9962124 1-Jul-31 $356,839.22 55.28 0.250 0.017 0.733
9963510 1-May-31 $316,284.62 73.72 0.250 0.017 0.983
9964023 1-Feb-32 $373,354.17 46.75 0.250 0.017 0.000
9964324 1-Mar-32 $409,629.35 78.10 0.250 0.017 0.000
9964890 1-Mar-32 $394,668.15 71.82 0.250 0.017 0.108
9965276 1-Mar-32 $438,640.15 58.53 0.250 0.017 0.233
9965995 1-Mar-32 $999,095.98 52.91 0.250 0.017 0.000
9967060 1-Mar-32 $999,200.31 37.04 0.250 0.017 0.358
9967435 1-Mar-32 $649,453.92 69.15 0.250 0.017 0.108
9967739 1-Mar-32 $369,696.71 72.55 0.250 0.017 0.233
9968167 1-Mar-32 $484,602.45 76.08 0.250 0.017 0.233
9968430 1-Nov-31 $326,606.31 80.00 0.250 0.017 0.108
9968790 1-Dec-31 $891,214.86 80.00 0.250 0.017 0.483
9969004 1-Mar-32 $479,106.95 54.80 0.250 0.017 0.233
9969587 1-Mar-32 $459,641.15 79.31 0.250 0.017 0.483
9969631 1-Mar-32 $332,296.96 80.00 0.250 0.017 0.608
9970125 1-Jan-32 $305,168.73 86.20 11 0.250 0.017 0.233
9970282 1-Jan-32 $423,050.07 80.00 0.250 0.017 0.733
9970320 1-Jan-32 $501,287.29 75.56 0.250 0.017 0.358
9970388 1-Mar-32 $194,840.16 75.00 0.250 0.017 0.233
9971557 1-Feb-32 $489,233.19 65.33 0.250 0.017 0.483
9971877 1-Mar-32 $319,731.15 62.14 0.250 0.017 0.108
9972237 1-Mar-32 $324,059.32 84.23 01 0.250 0.017 0.733
9973425 1-Mar-32 $424,642.95 62.04 0.250 0.017 0.108
9974633 1-Feb-32 $505,514.85 75.00 0.250 0.017 0.858
9974688 1-Dec-31 $398,603.03 90.09 33 0.250 0.017 0.858
9974928 1-Jan-32 $387,213.76 64.67 0.250 0.017 1.233
9974947 1-Mar-32 $374,684.96 75.00 0.250 0.017 0.108
9975117 1-Feb-32 $485,239.45 52.54 0.250 0.017 0.483
9975471 1-Mar-32 $393,169.42 43.72 0.250 0.017 0.108
9975529 1-Feb-32 $539,272.92 80.00 0.250 0.017 1.233
9975532 1-Feb-32 $424,382.86 58.62 0.250 0.017 0.858
9975555 1-Jan-32 $598,721.37 72.73 0.250 0.017 0.983
9975760 1-Jan-32 $598,721.36 75.95 0.250 0.017 0.983
9976110 1-Feb-32 $583,015.91 68.71 0.250 0.017 0.108
9977024 1-Mar-32 $391,678.68 54.07 0.250 0.017 0.233
9977879 1-Feb-32 $323,454.04 90.00 01 0.250 0.017 0.108
9978119 1-Jan-32 $350,352.45 80.00 0.250 0.017 0.358
9979218 1-Jan-32 $507,146.65 75.33 0.250 0.017 0.000
9979253 1-Feb-32 $446,334.45 71.52 0.250 0.017 0.733
9979297 1-Feb-32 $599,128.70 80.00 0.250 0.017 0.858
9979876 1-Mar-32 $999,139.01 54.79 0.250 0.017 0.000
9979907 1-Jan-32 $415,113.50 80.00 0.250 0.017 0.983
9980146 1-Jan-32 $443,815.65 75.42 0.250 0.017 0.000
9980480 1-Jan-32 $313,204.05 72.18 0.250 0.017 0.108
9980566 1-Mar-32 $349,705.96 57.19 0.250 0.017 0.108
9980966 1-Mar-32 $367,712.92 70.77 0.250 0.017 0.483
9981371 1-Feb-32 $581,019.29 61.91 0.250 0.017 0.108
9982580 1-Mar-32 $349,705.96 65.42 0.250 0.017 0.108
9982859 1-Mar-32 $317,346.01 80.00 0.250 0.017 0.358
9982887 1-Feb-32 $306,674.02 80.00 0.250 0.017 0.858
9982889 1-Feb-32 $327,499.32 80.00 0.250 0.017 0.608
9982903 1-Feb-32 $349,452.28 84.34 13 0.250 0.017 0.483
9983033 1-Feb-32 $479,191.17 66.85 0.250 0.017 0.108
9983465 1-Jan-32 $305,967.78 75.49 0.250 0.017 0.108
9984760 1-Mar-32 $345,709.32 68.51 0.250 0.017 0.108
9984910 1-Feb-32 $374,697.97 90.00 01 0.250 0.017 0.358
9985854 1-Mar-32 $532,074.17 75.00 0.250 0.017 0.358
9986180 1-Feb-32 $413,718.67 78.19 0.250 0.017 0.233
9986247 1-Feb-32 $342,721.52 57.22 0.250 0.017 0.108
9986432 1-Feb-32 $359,436.64 60.00 0.250 0.017 0.483
9986510 1-Feb-32 $370,359.36 70.00 0.250 0.017 0.000
9987635 1-Feb-32 $439,276.57 67.69 0.250 0.017 0.233
9987636 1-Feb-32 $341,464.81 62.75 0.250 0.017 0.483
9987931 1-Mar-32 $603,516.99 80.00 0.250 0.017 0.358
9988672 1-Mar-32 $519,052.72 80.00 0.250 0.017 0.000
9989254 1-Mar-32 $414,768.05 70.00 0.250 0.017 0.358
9989280 1-Mar-32 $495,593.43 80.00 0.250 0.017 0.233
9989747 1-Feb-32 $359,408.10 80.00 0.250 0.017 0.233
9989800 1-Feb-32 $599,037.53 54.55 0.250 0.017 0.358
9989832 1-Feb-32 $584,014.24 59.69 0.250 0.017 0.108
9989879 1-Feb-32 $504,169.70 74.81 0.250 0.017 0.233
9989917 1-Feb-32 $398,327.66 66.50 0.250 0.017 0.108
9989922 1-Feb-32 $384,335.19 45.29 0.250 0.017 0.000
9989942 1-Feb-32 $461,771.28 47.79 0.250 0.017 0.358
9990458 1-Mar-32 $472,103.04 75.00 0.250 0.017 0.108
9992210 1-Feb-32 $355,428.93 80.00 0.250 0.017 0.358
9992214 1-Feb-32 $343,960.89 43.06 0.250 0.017 0.483
9992234 1-Mar-32 $594,487.72 70.00 0.250 0.017 0.000
9992251 1-Mar-32 $474,600.93 55.23 0.250 0.017 0.108
9992287 1-Feb-32 $319,486.68 62.75 0.250 0.017 0.358
9992306 1-Mar-32 $444,616.87 56.33 0.250 0.017 0.000
9993139 1-Mar-32 $357,306.88 67.47 0.250 0.017 0.233
9993763 1-Mar-32 $467,525.83 84.31 11 0.250 0.017 0.358
9993823 1-Mar-32 $468,105.98 50.43 0.250 0.017 0.108
$381,135,231.26
COUNT: 803
WAC: 6.98148841
WAM: 356.6111296
WALTV: 64.89082657
EXHIBIT F-1B
[Schedule of Type 1 Mortgage Loans in Group II]
WFMBS
WFMBS 2002-08 GROUP II LOANS EXHIBIT F-1B
15 YEAR FIXED RATE NON-RELOCATION & RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi)
----- ------------------- ----- ----- -------- -------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT
-------- ------------------- ----- ----- -------- -------- -------- ----------
225 XXXXXX XX 00000 SFD 6.625 6.000 $ 3,907.07
0000 XXXXXX XXXXX XX 00000 SFD 6.750 6.000 $ 3,061.79
0000 XXXX XXXXX XX 00000 LCO 6.500 6.000 $ 3,658.65
0000 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 4,126.57
3890 XXXXXXXXXXXX XX 00000 LCO 6.500 6.000 $ 4,146.47
3909 XXXXXX XX 00000 SFD 6.625 6.000 $ 5,649.89
0000 XX XXXXXX XX 00000 SFD 6.625 6.000 $ 4,828.97
0000 XXX XXXX XX 00000 SFD 6.500 6.000 $ 4,703.98
7482 XXXXXX XX 00000 LCO 6.375 6.000 $ 3,274.54
7546 XXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,773.67
7907 XXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,468.85
8576 UKIAH CA 95482 SFD 6.500 6.000 $ 5,644.78
9242 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,218.31
0000 XXXXXX XXXXXX XX 00000 SFD 6.625 6.000 $ 8,583.27
12493 XXXXXXX XX 00000 SFD 6.625 6.000 $ 3,511.98
13026 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,117.69
13878 XXXXXXXX XXXXXXX XX 00000 LCO 6.625 6.000 $ 2,976.40
00000 XXXXXX XXXXX XX XX 00000 SFD 6.750 6.000 $ 8,601.32
00000 XXXXXX XXXXXX XX 00000 SFD 6.750 6.000 $ 6,389.05
14239 XXX XXXXXXX XX 00000 MF2 6.500 6.000 $ 5,226.64
14504 XXXXXX XX 00000 SFD 7.000 6.000 $ 4,799.74
15022 XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,097.18
15089 XXXXX XX 00000 SFD 6.625 6.000 $ 3,520.76
15251 XXXXXXXX XX 00000 SFD 6.875 6.000 $ 5,244.10
16019 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,745.84
00000 XXXXXX TX 76225 SFD 6.500 6.000 $ 3,894.72
18504 XXXX XXXXXX XX 00000 SFD 7.000 6.000 $ 3,775.08
23099 NIWOT CO 80503 SFD 6.750 6.000 $ 3,147.38
23844 XXXXXXXX XX 00000 SFD 6.875 6.000 $ 3,567.42
24063 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 5,662.20
24462 XXX XXXXX XX 00000 SFD 6.125 5.858 $ 5,512.05
24993 XXXXXXX XX 00000 SFD 6.625 6.000 $ 2,967.62
25299 XXXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 5,444.42
00000 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,812.00
27345 XXXXX XXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,441.74
00000 XX XXXX XX 00000 SFD 6.875 6.000 $ 3,299.86
00000 XXXX XXXXX XX 00000 SFD 6.000 5.733 $ 8,438.57
29997 XXX XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 2,918.21
00000 XXXXXX XXXXX XX 00000 SFD 6.375 6.000 $ 4,433.60
00000 XXXXXXXX XXXX XX 00000 SFD 6.625 6.000 $ 3,801.71
00000 XXXX XXXX XX 00000 SFD 6.375 6.000 $ 3,360.21
00000 XXX XXXX XXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,949.62
00000 XXX XXXXX XX 00000 SFD 6.500 6.000 $ 5,575.09
00000 XXXXXX XXXXXX XX 00000 SFD 6.250 5.983 $ 4,681.53
40560 XXXXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 4,688.49
41447 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,950.97
42389 XXXX XX 00000 SFD 6.500 6.000 $ 4,181.32
42730 XXXXXXX XX 00000 SFD 6.625 6.000 $ 4,635.81
42968 XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,549.76
43600 XXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,076.78
44390 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 7,716.81
44527 XXXX XX 00000 SFD 6.875 6.000 $ 5,351.13
00000 XXXXXX XX 00000 SFD 6.500 6.000 $ 5,287.62
00000 XXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,041.94
52286 XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,759.49
52908 XXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,690.02
54388 XXXXXX XX 00000 SFD 6.250 5.983 $ 5,543.24
00000 XX XXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 3,599.77
56058 XXXXXXX XX 00000 SFD 6.375 6.000 $ 6,870.79
56264 XXXXXXX XX 00000 SFD 6.375 6.000 $ 4,018.76
00000 XXXXXXXXX XXXX XX 00000 SFD 6.500 6.000 $ 3,919.98
78210 XXXXXXXX XXXXXXX XX 00000 LCO 6.250 5.983 $ 2,915.24
00000 XXXX XXXXX XX 00000 SFD 6.375 6.000 $ 5,672.66
106463 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 2,926.92
109849 XXXXX XXXXXXX XX 00000 SFD 6.125 5.858 $ 6,677.41
792405 XX XXXXXX XX 00000 SFD 7.000 6.000 $ 3,361.62
000000 XXXX XXXXX XX 00000 PUD 6.250 5.983 $ 4,587.21
794811 XXXXXXXX XXXXX XX 00000 SFD 6.750 6.000 $ 3,008.70
795264 XXXXXXXXXX XX 00000 SFD 6.000 5.733 $ 4,388.06
795753 XXXXXXXXXX XXXXX XX 00000 SFD 6.375 6.000 $ 3,024.88
797353 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 4,321.25
797687 XXXXXX XX 00000 SFD 6.250 5.983 $ 3,481.14
800280 XXXXXXX XX 00000 SFD 6.875 6.000 $ 3,460.39
801293 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 5,608.99
801934 XXXXX XX 00000 SFD 6.375 6.000 $ 3,500.21
803496 XX XXXXX XX 00000 SFD 6.750 6.000 $ 4,318.36
803607 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,152.00
803629 XXXX XXXX XXXX XX 00000 SFD 6.500 6.000 $ 3,754.47
803659 XXXXXX XX 00000 SFD 6.625 6.000 $ 4,354.85
803724 XXXXXXXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,057.31
804742 XXX XXXX XX 00000 PUD 6.375 6.000 $ 4,278.04
804814 XXXXXXXXX XXXXX XX 00000 SFD 6.750 6.000 $ 2,743.22
804919 XX XXXXX XX 00000 SFD 7.125 6.000 $ 3,215.70
807202 CHATHAM XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,068.09
810892 XXXXXXX XXXXX XX 00000 SFD 6.000 5.733 $ 7,594.72
812343 XXXXXX XXXXXX XX 00000 PUD 6.625 6.000 $ 7,726.35
812406 XXXXXXX XX 00000 SFD 6.625 6.000 $ 3,775.38
812775 XXXXXXX XX 00000 SFD 6.375 6.000 $ 4,164.95
813932 XXXXXX XX 00000 SFD 6.500 6.000 $ 4,268.43
814872 XXXXXX XX 00000 SFD 6.625 6.000 $ 4,126.57
818596 XXXXX XXXXXXXX XX 00000 SFD 6.625 6.000 $ 4,170.48
819382 XXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 4,021.21
000000 XXXXXX XXXXXX XX 00000 SFD 6.500 6.000 $ 2,956.50
825201 XXXXX XX 00000 SFD 6.500 6.000 $ 4,355.54
000000 XXXX XX XXX XXXXX XX 00000 SFD 6.375 6.000 $ 4,476.82
825918 XXXXX XX 00000 SFD 6.625 6.000 $ 4,214.37
825926 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,106.03
828022 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,055.42
832562 XXXXXX XXXXXXX XX 00000 SFD 6.875 6.000 $ 1,847.44
1009511 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 4,061.98
1050714 XXX XXXX XX 00000 SFD 6.250 5.983 $ 3,781.24
1061826 XXXXXXXX XX 00000 SFD 6.875 6.000 $ 4,459.28
1087166 XXXXXXXX XX 00000 SFD 6.875 6.000 $ 5,797.06
1113243 XXX XXXXX XX 00000 SFD 6.375 6.000 $ 4,036.05
1115684 XXXXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,318.73
1171068 XXXXXXXX XX 00000 SFD 6.875 6.000 $ 3,138.44
1229395 XXXXXX XX 00000 SFD 6.625 6.000 $ 3,687.58
1237037 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,768.14
1262477 XXXXX XXXX XX 00000 SFD 6.375 6.000 $ 4,839.81
2643677 XX XXXXXX XXXXX XX 00000 SFD 6.750 6.000 $ 5,973.14
2936801 XXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 4,916.93
4088530 XXX XXXX XXXXXX XX 00000 SFD 6.500 6.000 $ 3,467.01
4240517 XXX XXXXXX XX 00000 SFD 6.875 6.000 $ 5,137.09
4252999 XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,008.70
4259871 XXXXXX XX 00000 SFD 7.125 6.000 $ 4,376.98
4269422 XXXXXX XX 00000 LCO 6.500 6.000 $ 3,557.39
4277812 XXXXXXXXXX XX 00000 SFD 6.750 6.000 $ 5,309.46
4289739 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,928.70
4313163 REGO XXXX XX 00000 COP 6.375 6.000 $ 564.57
4319849 XXXXXXX XX 00000 SFD 6.625 6.000 $ 3,204.68
4322592 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 2,693.67
4325963 XXXXXX XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 2,793.21
4332737 XXXXXXXXX XX 00000 SFD 6.125 5.858 $ 4,777.97
4343335 XXXXXXXX XXXXXXX XX 00000 SFD 6.125 5.858 $ 3,423.77
4346099 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 2,786.70
4350802 XXXXXX XXXXX XX 00000 SFD 6.250 5.983 $ 2,836.77
4351121 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 2,961.77
4352800 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,484.43
4354058 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 6,881.75
4355250 XXXXXX XXXXX XXXXXX XX 00000 SFD 6.500 6.000 $ 4,779.77
4356186 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 5,523.94
4365796 XXXXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,457.01
4368167 XXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 3,415.40
4368222 XXXXXX XXXX XX 00000 SFD 6.375 6.000 $ 2,726.71
4372848 XXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 3,193.55
4373789 XXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 5,012.66
4375054 XXXXXXXXX XX 00000 SFD 6.875 6.000 $ 4,459.28
4377884 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,906.18
4380817 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,085.38
4388507 XXXXXXX XX 00000 SFD 6.500 6.000 $ 2,926.93
4395836 XXXXXX XX 00000 SFD 6.375 6.000 $ 3,854.56
4395882 XXXXXX XX 00000 SFD 6.375 6.000 $ 4,520.03
4405720 XXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 3,599.78
4407906 XXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 5,004.57
4411115 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,814.86
4411811 XXXXXXXXX XX 00000 LCO 6.875 6.000 $ 3,197.53
4412568 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,020.04
4412879 XXXX XXXXX XX 00000 SFD 6.250 5.983 $ 3,000.99
4413516 XXXXX XX 00000 PUD 6.875 6.000 $ 2,987.71
4414133 XXXXXX XX 00000 SFD 6.375 6.000 $ 4,321.26
4415877 XXX XXXXX XX 00000 SFD 6.250 5.983 $ 4,029.89
4418233 XXXXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,984.20
4419628 XXXXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 2,903.89
4420346 XXXXX XXXXXX XX 00000 SFD 6.375 6.000 $ 3,184.76
4420664 XXX XXXXXXXX XX 00000 SFD 6.375 6.000 $ 6,481.88
4420683 XXXXXXXXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,458.30
4420974 XXXXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 7,143.09
4421504 XXXXXXXXXX XX 00000 SFD 5.875 5.608 $ 5,491.50
4421598 XXXXXX XX 00000 SFD 6.750 6.000 $ 6,858.05
4421972 XXXXXXX XX 00000 SFD 6.375 6.000 $ 4,770.67
4424103 XXXXXX XXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,491.58
4426564 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,000.98
4426808 XXXXXXX XX 00000 SFD 6.125 5.858 $ 3,122.50
4430014 XXX XXXXX XX 00000 SFD 6.875 6.000 $ 3,790.39
4432386 XXXXXXX XX 00000 SFD 6.250 5.983 $ 2,941.82
4434781 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,845.04
4436422 XXXXXXX XXXXX XX 00000 SFD 6.250 5.983 $ 3,896.99
4437151 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,181.32
4437840 XXXXXXXXX XX 00000 SFD 6.125 5.858 $ 2,485.93
4439100 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 2,765.60
4439718 XXX XXXXX XX 00000 SFD 6.000 5.733 $ 3,038.30
4439976 XXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,203.07
4440096 XX XXXXXX XX 00000 SFD 6.375 6.000 $ 3,482.93
4440557 XXX XXXX XX 00000 SFD 7.000 6.000 $ 3,775.08
4442742 XXXXXXX XX 00000 SFD 6.375 6.000 $ 7,000.43
4445245 XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,127.28
4445282 XXXXXXXX XXXX XX 00000 SFD 6.250 5.983 $ 3,000.99
4445533 XXX XXXX XX 00000 SFD 6.625 6.000 $ 2,304.73
4446368 XXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 4,565.57
4446787 XXXXXXXX XX 00000 LCO 6.625 6.000 $ 5,169.19
4624219 XXXX XXXXX XX 00000 SFD 6.625 6.000 $ 6,143.32
5323209 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 8,573.36
5670559 XXXX XXXXX XX 00000 SFD 7.000 6.000 $ 8,588.30
6289689 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,982.73
8098608 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 8,779.94
8330048 XXXXXXXX XX 00000 SFD 6.875 6.000 $ 6,592.59
8358450 XXXXXXX XX 00000 SFD 7.000 6.000 $ 3,379.59
8506928 XXXXX XXXXXX XXXX XX 00000 SFD 7.250 6.000 $ 5,836.85
8708090 XXXXXXXXX XX 00000 SFD 7.000 6.000 $ 3,190.85
8797828 XXXXXX XX 00000 SFD 6.875 6.000 $ 4,423.60
8864732 XXXXX XX 00000 LCO 6.875 6.000 $ 4,459.27
8865490 XXXXXXX XX 00000 SFD 6.250 5.983 $ 5,573.25
8899422 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,955.49
8928304 XXXXXXX XX 00000 SFD 6.375 6.000 $ 2,822.21
0000000 XX XXXXXXX XX 00000 SFD 7.000 6.000 $ 3,325.67
9298613 XXXX XXXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,024.88
9345510 XXX XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 2,809.58
9349386 XXXXXXXXX XXXXX XX 00000 SFD 6.750 6.000 $ 3,495.40
9370284 XXXX XXXXXX XXXX XX 00000 SFD 6.875 6.000 $ 5,475.99
9371279 XXX XXXXXX XX 00000 SFD 6.500 6.000 $ 4,355.54
9372565 XXX XXXX XX 00000 SFD 6.500 6.000 $ 2,900.79
0000000 XXXXXXX XX 00000 SFD 6.750 6.000 $ 4,734.27
9376354 XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,451.15
9377782 XXXXXXXXX XX 00000 SFD 6.375 6.000 $ 4,762.02
9379039 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,673.07
9379888 XXXXXXX XX 00000 SFD 6.250 5.983 $ 3,678.35
9383637 XXXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 2,973.03
9386282 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 2,809.58
9388267 XXXXXX XX 00000 SFD 6.625 6.000 $ 8,222.41
9397286 XXXXXXXXXX XX 00000 SFD 6.875 6.000 $ 4,325.50
9397419 XXX XXXXX XX 00000 SFD 6.750 6.000 $ 5,263.00
9401361 XXXXXXX XX 00000 SFD 6.375 6.000 $ 4,092.23
9408570 XXXXX XX 00000 SFD 6.875 6.000 $ 3,518.37
9408954 XXX XXXX XX 00000 SFD 6.500 6.000 $ 2,857.24
9416100 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,266.66
9418010 XXXXXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 4,408.41
9419962 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 5,400.87
9424289 XXXX XX 00000 SFD 6.375 6.000 $ 4,753.38
9424560 XXXX XXXX XX 00000 SFD 6.375 6.000 $ 2,852.03
9425168 XXXXXXX XX 00000 SFD 6.625 6.000 $ 2,879.82
9429580 XXXXXXX XXX XX 00000 SFD 6.375 6.000 $ 2,722.39
9430726 XXX XXXX XX 00000 SFD 6.625 6.000 $ 3,160.78
9434616 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 2,709.46
9442721 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,041.94
9449910 XXXXXXX XX 00000 SFD 6.250 5.983 $ 3,305.37
9456286 XXXXXXX XXXXX XXX XX 00000 SFD 6.500 6.000 $ 5,575.09
9457150 XXXXX XX 00000 SFD 6.375 6.000 $ 4,649.67
9458644 XXXXX XXXXX XX 00000 SFD 6.875 6.000 $ 5,797.05
9459931 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 6,751.08
9460630 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,994.03
9471826 XXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,615.10
9474139 XXXXX XX XX 00000 SFD 6.250 5.983 $ 4,064.18
9476903 XXXXXX XXX XXX XX 00000 SFD 6.625 6.000 $ 4,389.97
9477776 XXXXXXX XXXXX XX 00000 SFD 6.375 6.000 $ 4,571.88
9479671 XXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 2,909.50
9482134 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 8,231.96
9490826 XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,097.18
9500770 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,944.15
9505516 XXXXXX XX 00000 SFD 6.375 6.000 $ 3,197.73
9508586 XXXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,154.51
9510908 XXXXX XX 00000 SFD 6.250 5.983 $ 2,679.45
9512397 XXX XXXX XX 00000 HCO 6.875 6.000 $ 5,147.97
9512946 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 2,985.18
9513350 XXXXXXX XXXXX XX 00000 SFD 6.375 6.000 $ 8,461.01
9514523 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 2,808.82
9516097 XXXXXXXX XXXX XX 00000 SFD 6.375 6.000 $ 3,050.80
9522764 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,355.54
9525982 XXXXXX XXXXX XXXX XX 00000 SFD 6.250 5.983 $ 5,573.25
9530944 XXXXXXX XXXX XX 00000 SFD 6.500 6.000 $ 3,414.74
9531372 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 5,591.70
9532318 XXXX XX 00000 SFD 6.250 5.983 $ 5,219.13
9534301 LONGBOAT XXX XX 00000 HCO 6.375 6.000 $ 4,105.19
9537148 XXXXXXX XX 00000 SFD 6.500 6.000 $ 2,918.21
9538213 XXXXXX XX 00000 SFD 6.500 6.000 $ 2,883.37
9538935 XXXXXXXXXX XX 00000 PUD 6.625 6.000 $ 3,441.74
9542308 XXXXXXX XX 00000 SFD 6.250 5.983 $ 3,411.49
9543445 XXXXX XXXXXXXXX X XX 00000 SFD 7.000 6.000 $ 4,494.14
9547012 XXX XXXXXXX XX 00000 SFD 6.625 6.000 $ 2,919.77
9548646 XXX XXXXXXXXX XX 00000 SFD 6.375 6.000 $ 4,321.25
9549148 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,601.18
9549361 XXXXXX XX 00000 SFD 6.625 6.000 $ 3,775.38
9551136 XXXXXX XXXXX XX 00000 SFD 6.375 6.000 $ 3,033.52
9551414 TOWN AND COUNTRY MO 63017 SFD 6.500 6.000 $ 3,414.74
9552144 XXXX XXXXX XX 00000 SFD 6.500 6.000 $ 5,662.20
9552401 XXXXXXX XX 00000 SFD 6.250 5.983 $ 3,429.69
9552431 XX XXXXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 4,874.37
9552828 XXXXXXXX XXXX XX 00000 SFD 6.375 6.000 $ 4,969.44
9553290 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,738.82
9555245 XXXXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,733.56
9556200 XXXXXXX XX 00000 SFD 6.375 6.000 $ 6,049.75
9558023 XXXXXX XX 00000 SFD 6.250 5.983 $ 3,828.39
9558561 XXXXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,457.00
9558800 XXX XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 6,184.86
9559910 XX XXXXX XX 00000 SFD 6.250 5.983 $ 2,887.16
9560263 XXX XXXXXXX XX 00000 LCO 6.500 6.000 $ 3,702.21
9560719 XXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,584.03
9560752 XXXXX XX 00000 SFD 6.500 6.000 $ 6,698.82
9561286 XX. XXXXXXX XX 00000 SFD 6.250 5.983 $ 5,058.80
9561394 XXXXX XXXXXX XX 00000 SFD 6.250 5.983 $ 5,787.60
9562267 XXXXX XXXX XX 00000 SFD 6.375 6.000 $ 3,327.36
9562400 XXXXXXX XXXXX XX 00000 SFD 6.375 6.000 $ 4,813.87
9563136 XXXXXXXXX XXXXX XX 00000 SFD 6.250 5.983 $ 3,301.08
9563433 XXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 5,074.80
9564084 XXXXXXX XXXXX XX 00000 SFD 6.375 6.000 $ 5,185.50
9564548 XXXX XXXX XX 00000 SFD 6.375 6.000 $ 4,364.46
9564913 XXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 2,663.85
9565231 XXXXXXX XX 00000 SFD 6.250 5.983 $ 3,219.62
9565278 XXXXXX XXXX XX 00000 SFD 7.250 6.000 $ 3,418.67
9566820 XXXX XXXXX XX 00000 SFD 6.875 6.000 $ 3,433.64
9568931 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 5,662.20
9570074 XXXXXX XXXXX XX 00000 LCO 6.375 6.000 $ 3,975.55
9570852 XXXXX XXXXXX XXXX XX 00000 SFD 6.500 6.000 $ 4,573.31
9571097 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 2,900.79
9574252 XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,396.50
9577105 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,371.19
9577136 XXXXX X XXXXX XX 00000 SFD 6.125 5.858 $ 2,584.73
9577201 XXXXXXX XX 00000 SFD 6.500 6.000 $ 4,834.65
9577531 XXXX XXXXX XX 00000 SFD 6.375 6.000 $ 3,500.21
9578009 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 4,711.89
9582300 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,359.89
9583334 XXXXXXXXX XXXXX XX 00000 SFD 6.250 5.983 $ 2,795.20
9584785 XXXXXX XXXXX XX 00000 SFD 6.250 5.983 $ 3,794.10
9586721 XXXXXX XX 00000 SFD 6.625 6.000 $ 8,648.24
9587049 XX XXXXX XX 00000 SFD 6.250 5.983 $ 6,430.67
9587983 XXXXX XXXXX XX 00000 SFD 6.375 6.000 $ 2,947.09
9588417 XXXXX XXXX XX 00000 SFD 6.125 5.858 $ 4,547.87
9590560 XXXXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 6,001.96
9591280 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 4,872.87
9591442 XXXXXX XXXX XX 00000 SFD 6.250 5.983 $ 3,446.84
9591948 XXXXX XX 00000 SFD 6.375 6.000 $ 3,461.32
9593140 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,027.40
9594452 XXXXXXX XX 00000 LCO 6.500 6.000 $ 3,075.01
9594826 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,287.11
9595217 XXXXXX XXXXXX XX 00000 SFD 6.375 6.000 $ 2,687.82
9596487 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,695.49
9596868 XXXXXXX XXXXXXX XX 00000 SFD 6.250 5.983 $ 5,573.25
9597570 XXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,468.79
9598730 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,029.89
9601527 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 2,895.24
9601595 XXXXXX XXXX XX 00000 SFD 6.250 5.983 $ 3,824.11
9602199 XXXX XX 00000 SFD 6.500 6.000 $ 5,035.00
9602324 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,741.55
9602619 XXXXXXX XX 00000 SFD 6.125 5.858 $ 4,315.22
9603170 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 2,848.57
9603884 XXXXXXX XXXXXXX XX 00000 SFD 6.250 5.983 $ 4,930.18
9603974 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,181.04
9604010 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 8,458.45
9604711 XXXXXXX XX 00000 SFD 6.250 5.983 $ 2,666.59
9607388 XXXX XXXXXX XX 00000 SFD 6.750 6.000 $ 4,424.55
9607461 XXXXXXX XXXX XX 00000 SFD 6.625 6.000 $ 3,327.60
9608381 XXXXXX XXX XXX XX 00000 LCO 6.750 6.000 $ 5,309.46
9608619 XXXXXXX XX 00000 SFD 6.375 6.000 $ 2,730.17
9609241 XXXXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 5,081.79
9610315 XXXXX XX 00000 SFD 6.125 5.858 $ 3,776.78
9611189 XXXX XXXXXXX XX 00000 SFD 6.250 5.983 $ 3,438.27
9611553 XXXXXXXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 7,360.86
9611615 XXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 2,615.14
9612272 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 7,845.42
9612451 XXXXXX XXX XXX XX 00000 SFD 6.375 6.000 $ 3,646.27
9612821 XXX XXXXX XX 00000 SFD 6.500 6.000 $ 3,310.21
9613686 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,312.61
9613964 XXXXXXXXXX XXXXXX XX 00000 SFD 6.250 5.983 $ 3,000.98
9614034 XXXXXX XX 00000 SFD 6.375 6.000 $ 5,388.05
9614763 XXXXX XXXX XX 00000 SFD 6.500 6.000 $ 4,582.02
9615149 XXXX XXXX XXXX XX 00000 SFD 6.250 5.983 $ 2,969.26
9615478 XXXXXX XXXXXX XX 00000 SFD 6.250 5.983 $ 3,309.65
9615771 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,196.96
9616549 XXX XXXXX XX 00000 SFD 6.500 6.000 $ 2,979.19
9616706 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,055.42
9616751 XXXXXX XX 00000 SFD 6.750 6.000 $ 3,274.17
9616846 XXXXXX XXXX XX 00000 SFD 6.000 5.733 $ 4,590.58
9620115 XXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 2,717.86
9620798 XXX XXXXX XX 00000 SFD 6.875 6.000 $ 2,943.12
9620916 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,233.99
9621225 XXXXX XXXX XX 00000 LCO 6.500 6.000 $ 3,703.08
9621343 XXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 5,726.29
9622379 XXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 5,055.86
9622478 XXXXX XX 00000 SFD 6.250 5.983 $ 3,601.18
9628492 XXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,521.94
9629355 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,233.58
9630625 XXXXX XXXXXX XXXX XX 00000 SFD 6.625 6.000 $ 3,072.98
9631730 XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,994.85
9631735 XXX XXXXXXX XX 00000 SFD 6.625 6.000 $ 3,511.98
9633784 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 8,642.50
9640035 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 7,404.41
9641906 XXXXXXX XX 00000 SFD 6.625 6.000 $ 3,950.97
9642076 XXXXXXX XX 00000 SFD 6.250 5.983 $ 3,858.40
9642779 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,111.30
9642826 XXX XXX XX 00000 SFD 6.750 6.000 $ 4,760.81
9643053 XXXXXXXX XXX XX 00000 SFD 6.500 6.000 $ 3,506.32
9645686 XXXXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 5,000.16
9647100 XXXXXX XX 00000 SFD 6.500 6.000 $ 2,831.10
9647134 XXXXX XX XX 00000 SFD 6.250 5.983 $ 7,288.09
9648026 XXXXXX XX 00000 SFD 7.000 6.000 $ 8,583.81
9649512 XXXX XXXXX XX 00000 SFD 6.750 6.000 $ 3,132.58
9652069 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,655.78
9652638 LONG XXX XX 00000 SFD 6.875 6.000 $ 2,996.63
9652730 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 5,407.85
9653159 XXXXXX XX 00000 SFD 7.000 6.000 $ 3,231.29
9653625 XXXXXX XXXXX XX 00000 SFD 6.750 6.000 $ 3,052.94
9653794 XXXXXXXXX XX 00000 SFD 6.000 5.733 $ 7,911.16
9661014 XXXXXX XX 00000 SFD 6.500 6.000 $ 3,924.34
9661938 XXXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,472.47
9662060 XXXXX XX 00000 SFD 6.625 6.000 $ 5,619.16
9662241 INDIAN XXXXX XX 00000 LCO 6.500 6.000 $ 3,615.10
9662986 XXXX XXXX XXXX XX 00000 SFD 6.875 6.000 $ 3,241.00
9667499 XXXXX XXXXXX XX 00000 SFD 6.625 6.000 $ 7,375.15
9669659 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 5,211.26
9670678 XXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 3,511.98
9671075 XXXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 6,516.41
9671321 XXXXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,643.00
9671393 XXXXXX XXXXXX XX 00000 SFD 6.750 6.000 $ 4,645.77
9671419 XXXX XXXXXX XX 00000 SFD 6.500 6.000 $ 6,306.82
9671431 XXXXXXX XX 00000 SFD 6.500 6.000 $ 5,400.87
9671442 XXXX XXXX XX 00000 SFD 6.000 5.733 $ 4,243.64
9671679 XXXXXXXXXX XXXXX XX 00000 LCO 6.375 6.000 $ 4,424.96
9672545 XXXXXX XX 00000 SFD 6.250 5.983 $ 2,930.67
9672666 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,048.88
9674577 XXX XXXXXX XX 00000 SFD 6.875 6.000 $ 3,469.31
9677219 XXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 5,723.18
9677731 XXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 4,389.97
9678028 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 2,831.10
9678495 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 5,469.90
9679338 XXXXXXX XX 00000 SFD 6.875 6.000 $ 4,191.72
9681555 XXXXXX XX 00000 SFD 6.125 5.858 $ 3,827.81
9683069 XXXXXX XX 00000 SFD 6.500 6.000 $ 2,926.92
9683264 XXXXXXX XX 00000 SFD 6.625 6.000 $ 3,318.82
9683698 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,184.22
9684061 XXXXXX XX 00000 SFD 5.875 5.608 $ 3,465.67
9687875 XXX XXXXXX XX 00000 SFD 7.000 6.000 $ 4,952.54
9688054 XXXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 2,864.99
9688637 XXXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 3,863.17
9691397 XXXXX XX 00000 SFD 6.375 6.000 $ 5,358.35
9693051 XXX XXXXX XX 00000 SFD 6.125 5.858 $ 7,655.63
9694360 XXXX XXXXX XX 00000 SFD 6.875 6.000 $ 3,995.51
9694375 XXXXXXX XX 00000 SFD 7.000 6.000 $ 4,449.20
9696564 XXXXXX XXXX XX 00000 SFD 6.375 6.000 $ 5,116.36
9698274 XXXXXXX XX 00000 HCO 6.625 6.000 $ 3,680.55
9699768 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,684.78
9700311 XXXXXXX XX 00000 SFD 6.875 6.000 $ 3,950.91
9700521 XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,258.22
9700975 XXXXXX XX 00000 SFD 6.750 6.000 $ 3,574.33
9701295 XXXXXXXXX XX 00000 SFD 7.000 6.000 $ 3,235.78
9702424 XXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,817.22
9702575 XXXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,866.98
9708891 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,210.06
9710437 XXXXXX XXXX XX 00000 SFD 6.875 6.000 $ 3,179.46
9711784 XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,876.43
9713030 XXX XXXXX XX 00000 SFD 6.875 6.000 $ 2,898.53
9719972 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 2,780.19
9720539 XXXX XXXX XXXX XX 00000 SFD 6.625 6.000 $ 2,932.50
9720699 XXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 3,347.79
9722100 XXXXXXX XXXXX XX 00000 SFD 6.000 5.733 $ 5,755.10
9722207 XXXXXX XX 00000 SFD 6.500 6.000 $ 3,161.47
9722747 XXXXXX XXXXX XXXX XX 00000 SFD 6.375 6.000 $ 4,144.08
9724471 XXXXX XX 00000 HCO 6.875 6.000 $ 2,925.28
9724493 XXXXXXXXX XX 00000 LCO 6.625 6.000 $ 5,437.42
9726759 XXX XXXX XX 00000 SFD 6.625 6.000 $ 8,033.64
9726913 XX XXXXXX XXXXX XX 00000 SFD 7.125 6.000 $ 3,396.87
9727537 XXXXX X'XXXXX XX 00000 SFD 6.750 6.000 $ 4,353.75
9727996 XXXXXXXXXX XXXXX XX 00000 SFD 6.750 6.000 $ 5,167.87
9732418 COLTS NECK NJ 07722 SFD 6.875 6.000 $ 4,682.24
9733641 XXXXXXX XXX. XX 00000 SFD 6.500 6.000 $ 4,235.65
9734020 XXXXXX XXXX XX 00000 SFD 7.000 6.000 $ 2,813.33
9734218 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,113.41
9734331 XXXX XXXXX XX 00000 SFD 7.000 6.000 $ 6,560.13
9734755 XXXXXX XX 00000 SFD 6.625 6.000 $ 4,263.54
9735792 XXXXXXXXX XXXXXXX XX 00000 LCO 6.500 6.000 $ 3,005.32
9736989 XXXXXXX XX 00000 SFD 6.250 5.983 $ 3,429.69
9737523 XXXXXXXX XXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,135.99
9737987 XXXX XXXX XX 00000 SFD 6.250 5.983 $ 4,998.78
9738307 XXX XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,037.99
9738422 XXXXXX XX 00000 SFD 6.500 6.000 $ 5,417.42
9739139 XXXX XXXXXX XX 00000 SFD 6.375 6.000 $ 5,617.63
9740184 XXXXXXX XX 00000 LCO 6.750 6.000 $ 3,318.41
9741406 MAY XXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,424.55
9741532 XXXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,560.71
9741669 XXXX XXXXX XX 00000 SFD 6.500 6.000 $ 2,906.89
9741993 XXXXXXXX XXXXXXX XX 00000 SFD 6.875 6.000 $ 3,005.55
9743413 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,070.58
9744951 XXX XXXXXX XX 00000 SFD 6.500 6.000 $ 4,355.54
9745374 XXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,380.35
9745945 XXXXXX XX 00000 SFD 6.375 6.000 $ 5,183.34
9746951 XXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,832.87
9747146 XXXXXXX XX 00000 SFD 6.375 6.000 $ 4,105.19
9747400 XXXXXXX XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 5,008.87
9749006 XXXXX XX 00000 SFD 6.500 6.000 $ 3,919.98
9749646 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,468.08
9750198 XXXXXXX XXXXXX XX 00000 SFD 6.625 6.000 $ 3,485.64
9750269 XXX XXXXXX XX 00000 SFD 6.750 6.000 $ 6,968.66
9750387 XXXXX XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,253.81
9750412 XXXXXXX XX 00000 SFD 6.250 5.983 $ 5,573.25
9750682 XXX XXXXXX XX 00000 SFD 6.500 6.000 $ 3,118.56
9750947 XXXXX XX 00000 SFD 6.500 6.000 $ 4,110.81
9751140 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 8,638.18
9751483 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,442.65
9754067 XXXXX XXXX XX 00000 SFD 6.750 6.000 $ 4,999.74
9754875 XXX XXXX XX 00000 SFD 6.375 6.000 $ 4,563.24
9754918 XXXXXXX XX 00000 SFD 6.750 6.000 $ 4,026.34
9754974 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,406.03
9755118 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 5,906.11
9755346 XXXXXX XX 00000 SFD 6.750 6.000 $ 5,309.46
9755427 XX. XXXXXX XX 00000 SFD 6.500 6.000 $ 3,310.21
9755548 XXXXXXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,571.44
9755598 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 7,034.49
9755983 XXXX XX 00000 LCO 6.500 6.000 $ 3,745.76
9756133 XXXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,932.34
9756154 XXXXXX XX 00000 SFD 6.375 6.000 $ 3,715.15
9756183 XXXXX XXXXXX XX 00000 SFD 6.500 6.000 $ 6,620.42
9756197 XXXX XX 00000 SFD 6.500 6.000 $ 6,097.75
9756385 XXXXXXX XX 00000 SFD 6.375 6.000 $ 5,315.14
9756389 XXXXXX XX 00000 SFD 6.500 6.000 $ 2,730.92
9757499 XXXXXXX XXX XX 00000 SFD 6.500 6.000 $ 6,228.42
9757639 XXXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 3,075.01
9757743 XXXXXX XX 00000 SFD 6.500 6.000 $ 3,203.06
9758871 XXX XXXXX XX 00000 SFD 6.250 5.983 $ 4,861.59
9759063 XXXXXXXXXX XX 00000 SFD 6.875 6.000 $ 3,567.42
9759089 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 5,836.42
9759201 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,893.60
9759214 XXXXX XXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 3,187.12
9759992 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,904.33
9760067 XXXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,789.81
9760212 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,179.54
9760236 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 5,315.14
9760936 XXXXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,863.17
9761098 XXXXX XXXXXX XX 00000 SFD 6.500 6.000 $ 8,676.23
9761379 CORTE XXXXXX XX 00000 SFD 6.500 6.000 $ 5,662.20
9761793 XXXXXXX XX 00000 SFD 6.875 6.000 $ 4,280.90
9761802 XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,919.98
9761836 XXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 3,580.25
9762357 COLTS NECK XXXX. XX 00000 SFD 6.500 6.000 $ 4,616.87
9762404 XXXXXXXX XX 00000 SFD 6.875 6.000 $ 3,210.68
9762738 XXXXXXXXXX XX 00000 SFD 7.000 6.000 $ 2,912.20
9763194 XXXXXX XX 00000 SFD 6.500 6.000 $ 5,618.64
9763938 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 4,609.47
9764003 XXXX XXXXX XX 00000 SFD 6.375 6.000 $ 4,135.44
9764243 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 7,427.83
9764454 XXXX XXXX XX 00000 SFD 6.625 6.000 $ 3,569.04
9764498 XXXXXXX XX 00000 SFD 6.875 6.000 $ 3,081.36
9764658 XXX XXXX XX 00000 SFD 6.375 6.000 $ 3,024.88
9764787 XXXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,486.20
9764923 XXXXXX XX 00000 SFD 6.375 6.000 $ 3,457.00
9765316 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 2,836.35
9765684 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,371.50
9776256 XXXXXX XX 00000 SFD 6.500 6.000 $ 4,181.32
9867919 XXXXXXXXXX XX 00000 MF2 6.875 6.000 $ 1,516.16
9869306 XXXXXXXXX XX 00000 SFD 6.000 5.733 $ 3,264.44
9869951 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,322.52
9869964 XXX XXXXX XX 00000 SFD 6.250 5.983 $ 6,355.33
9871726 XXX XXXX XX 00000 HCO 6.625 6.000 $ 6,453.26
9872645 XXXXXXXX XX 00000 SFD 6.000 5.733 $ 4,641.22
9872747 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,919.99
9874735 XXXXXX XX 00000 SFD 6.250 5.983 $ 2,880.95
9875438 XXXXXXX XXXXX XX 00000 SFD 6.250 5.983 $ 5,573.25
9876410 XXXX XXXXX XX 00000 SFD 6.125 5.858 $ 3,755.04
9877190 XXXX XXXXX XX 00000 SFD 6.250 5.983 $ 3,422.62
9877343 XXXX XXXXXXXX XX 00000 SFD 6.125 5.858 $ 4,040.47
9877651 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,086.73
9877654 XXX XXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,702.21
9877953 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,227.10
9878893 XXXX XXXXX XX 00000 SFD 6.750 6.000 $ 3,097.19
9879177 XXXXXXXXX XX 00000 PUD 6.375 6.000 $ 3,307.41
9886753 XXXXXXXX XXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,048.88
9887256 XXX XXXX XX 00000 SFD 6.375 6.000 $ 4,502.75
9887624 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,863.18
9889394 XXXXX XXX XX 00000 SFD 7.000 6.000 $ 5,081.53
9890686 XXXXXXX XX 00000 SFD 6.500 6.000 $ 4,965.32
9891081 XXXXXX XXXXXX XX 00000 SFD 6.500 6.000 $ 3,353.77
9891560 PLAYA XXX XXX XX 00000 SFD 6.500 6.000 $ 3,424.33
9891868 XXX XXXXX XX 00000 SFD 6.875 6.000 $ 2,104.78
9892231 XXXXXX XX 00000 SFD 5.875 5.608 $ 2,919.87
9894295 XXXX XXXXX XX 00000 LCO 6.875 6.000 $ 2,051.26
9895150 XXXXXX XX 00000 SFD 6.125 5.858 $ 5,103.75
9895250 XXXXXX XX 00000 LCO 6.375 6.000 $ 432.13
9897192 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 6,887.85
9897384 XXX XXXX XX 00000 HCO 6.500 6.000 $ 3,484.43
9899068 MARINA XXX XXX XX 00000 SFD 6.375 6.000 $ 4,796.59
9899710 XXXXXX XX 00000 SFD 6.625 6.000 $ 4,938.72
9901361 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 5,662.20
9902024 XXXXXXXX XX 00000 SFD 6.375 6.000 $ 6,914.01
9902886 XXXXXX XX 00000 SFD 7.125 6.000 $ 2,971.13
9903226 XXX XXXX XX 00000 LCO 7.000 6.000 $ 1,959.45
9903467 XXXXX XXXXXX XX 00000 SFD 6.625 6.000 $ 4,082.68
9904661 XXXX XXXXX XXXXX XX 00000 SFD 6.875 6.000 $ 3,360.07
9905099 XXXXXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 3,310.04
9906820 XXXXXX XX 00000 SFD 7.000 6.000 $ 5,752.51
9907123 XXXXXXX XX 00000 SFD 6.625 6.000 $ 3,687.58
9908396 XXXXXXXX XX 00000 SFD 6.000 5.733 $ 2,869.12
9911769 XXXXXXX XX 00000 SFD 6.625 6.000 $ 3,072.98
9913429 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,950.98
9913664 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 2,967.62
9915981 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 2,985.18
9916147 XXXXXXXX XX 00000 LCO 6.625 6.000 $ 4,259.14
9916260 XXXXXXXX XX 00000 LCO 6.625 6.000 $ 4,905.80
9916332 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,644.05
9916656 XXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,391.03
9917441 XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,760.87
9919135 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,329.99
9922951 XXXXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,114.83
9923443 XXXXX XXXXX XX 00000 SFD 6.625 6.000 $ 4,313.37
9923713 VALLEY XXXXXX XX 00000 MF2 6.500 6.000 $ 1,768.35
9923866 XXXXXX XXXXXXX XX 00000 SFD 6.750 6.000 $ 2,442.36
9924333 XXXXXXXXX XX 00000 SFD 6.625 6.000 $ 2,848.81
9924487 XXXXXXXX XX 00000 SFD 6.125 5.858 $ 4,423.25
9924996 XXXXX XXXXX XXXXX XX 00000 SFD 6.375 6.000 $ 4,321.25
9925371 XXXXX XXXX XX 00000 SFD 6.875 6.000 $ 2,973.44
9925610 XXXXXXX XX 00000 SFD 6.750 6.000 $ 2,964.45
9925695 XXXXXXX XXXXXX XX 00000 SFD 6.875 6.000 $ 4,280.91
9926014 XXXXXXX XX 00000 SFD 6.750 6.000 $ 2,852.63
9926124 XXXXXX XX 00000 SFD 6.375 6.000 $ 4,787.95
9926145 XXXXXXX XX 00000 SFD 6.875 6.000 $ 4,364.59
9926232 XXXXXX XX 00000 SFD 6.500 6.000 $ 3,223.10
9926271 XXX XXXXXXXX XX 00000 SFD 6.125 5.858 $ 2,807.07
9926357 XXXXXXXXXX XX 00000 SFD 7.125 6.000 $ 3,623.32
9926717 XXXXXX XX 00000 SFD 6.875 6.000 $ 2,862.86
9927244 XXX XXXX XX 00000 SFD 6.500 6.000 $ 5,444.42
9928309 XXXXXXX XX 00000 SFD 6.625 6.000 $ 2,664.72
9929225 XXX XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,592.02
9929402 XXXXX XXXX XX 00000 SFD 6.500 6.000 $ 3,806.74
9929523 XXXXXXX XXXXXX XX 00000 SFD 6.500 6.000 $ 3,667.37
9929560 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,167.98
9929574 XXXXX XXXXXXXX XX 00000 SFD 6.000 5.733 $ 2,699.67
9929839 XXXXX XX 00000 SFD 6.750 6.000 $ 3,052.94
9930053 XXXXXXXXXXXX XX 00000 SFD 6.875 6.000 $ 2,918.90
9930126 XXXXX XXXXXX XX 00000 SFD 6.875 6.000 $ 3,567.42
9930184 XXXX XXXX XX 00000 SFD 6.875 6.000 $ 4,236.31
9930996 XXXXXX XXXXX XX 00000 SFD 6.875 6.000 $ 3,255.27
9931063 XXXXXXXX XXXXXXX XX 00000 SFD 7.000 6.000 $ 3,352.63
9932222 XXXXXXXXXXX XX 00000 SFD 7.000 6.000 $ 4,206.52
9932504 XXXXXXXXXX XXXXX XX 00000 LCO 6.750 6.000 $ 3,308.68
9932827 XXXXXX XX 00000 SFD 6.250 5.983 $ 3,155.32
9935097 XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,672.38
9936626 XXXXXXX XX 00000 SFD 6.000 5.733 $ 1,185.62
9936982 XXXX XXXXX XX 00000 SFD 6.875 6.000 $ 3,496.07
9937175 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,780.61
9939449 XXXXX XXXXXXX XX 00000 SFD 6.250 5.983 $ 5,221.71
9939533 XXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,973.05
9939685 XXXXXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 7,425.20
9939706 XXXXXXX XXXX XX 00000 MF2 6.625 6.000 $ 2,857.87
9940129 XXX XXXXXXXXX XX 00000 SFD 6.875 6.000 $ 1,995.97
9942167 XXXXX XXXXX XX 00000 SFD 6.250 5.983 $ 4,435.45
9943253 XXXXXXXXX XX 00000 SFD 6.375 6.000 $ 5,617.63
9943381 XXXXXXX XX 00000 SFD 6.625 6.000 $ 4,894.82
9943750 XXXXXX XX 00000 SFD 6.375 6.000 $ 3,569.36
9944014 XXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,020.03
9944244 XXXXXX XX 00000 SFD 6.000 5.733 $ 4,060.64
9944405 XX XXXXX XX 00000 SFD 6.500 6.000 $ 3,163.65
9944477 XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,794.06
9945246 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,421.79
9945815 XXXXXX XX 00000 SFD 6.500 6.000 $ 3,806.74
9945874 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,698.92
9946054 XXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 4,334.22
9947635 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,892.14
9947895 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,072.76
9948006 XXXXXXXX XX 00000 LCO 6.625 6.000 $ 2,697.20
9948011 XXXX XXXX XX 00000 LCO 6.750 6.000 $ 592.89
9948158 XXXXXXX XX 00000 SFD 6.500 6.000 $ 5,226.65
9950178 XXXXXXXXXX XX 00000 SFD 5.625 5.358 $ 3,294.93
9951435 XXXXXXXX XX 00000 SFD 6.750 6.000 $ 2,017.60
9951572 XXXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,457.00
9951676 XXXX XX 00000 SFD 6.625 6.000 $ 4,609.47
9952878 XXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 2,690.46
9953287 XXXXXX XXXXX XXXXXX XX 00000 SFD 6.750 6.000 $ 4,362.61
9954120 XXX XXXXX XX 00000 SFD 6.375 6.000 $ 1,235.88
9955721 XXX XXXXX XX 00000 SFD 6.875 6.000 $ 4,824.94
9955918 XXXXXX XX 00000 SFD 6.500 6.000 $ 3,484.43
9957638 XXXXX XXXXXXX XX 00000 PUD 6.250 5.983 $ 4,004.17
9958810 XXXXXXX XX 00000 SFD 6.625 6.000 $ 5,267.96
9959131 XXXX XXXX XX 00000 SFD 6.375 6.000 $ 3,249.58
9960793 XXXXX XXXX XX 00000 SFD 6.750 6.000 $ 1,548.60
9960861 XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,048.88
9961720 XXXXXXXXX XX 00000 SFD 6.875 6.000 $ 2,681.81
9961725 XXXXXXXXXX XX 00000 SFD 6.125 5.858 $ 4,181.68
9962540 XXXXXXXX XXXX XX 00000 SFD 6.125 5.858 $ 5,061.22
9962861 XXXXXXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,247.62
9963570 XXXXXX XXXX XX 00000 SFD 6.500 6.000 $ 4,068.08
9963578 XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,094.53
9965966 XXXXX XXXXXXX XX 00000 SFD 7.000 6.000 $ 4,718.85
9966075 XXXX XX 00000 SFD 6.000 5.733 $ 4,303.67
9966400 XXXXXXX XX 00000 SFD 6.625 6.000 $ 4,389.97
9966915 XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,048.88
9967332 XXX XX 00000 SFD 6.625 6.000 $ 4,477.77
9967422 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 4,333.76
9968660 XXXXXXXXXX XXXX XX 00000 LCO 6.250 5.983 $ 3,429.70
9969196 XXXXXX XXX XX 00000 SFD 6.875 6.000 $ 3,745.79
9970058 XXXXX XXXX XX 00000 SFD 6.500 6.000 $ 3,595.07
9970199 XXXXXX XX 00000 SFD 6.375 6.000 $ 3,068.09
9970728 XXXXXXXXXXX XX 00000 SFD 6.875 6.000 $ 3,791.28
9971752 XXXXXXXXXXX XXXXXXX XX 00000 MF2 7.125 6.000 $ 1,358.75
9972239 XXXX XXXX XXXX XX 00000 SFD 6.500 6.000 $ 4,355.54
9972971 XXXXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 3,174.83
9973003 XXX XXXX XXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 2,874.66
9973007 XXXX XXXXX XX 00000 SFD 6.625 6.000 $ 3,828.06
9973347 XXX XXXX XX 00000 SFD 6.750 6.000 $ 1,238.88
9973661 XXXXXX XX 00000 SFD 6.250 5.983 $ 4,287.12
9973788 XXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 2,744.07
9973886 SOUTH XXX XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,146.47
9973888 XXXXXXX XX 00000 SFD 6.250 5.983 $ 2,998.84
9973948 XXX XXXXX XX 00000 SFD 6.875 6.000 $ 4,191.72
9973988 XXXXXXXXXXXX XX 00000 LCO 6.875 6.000 $ 5,384.13
9974348 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 4,174.86
9975408 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 3,871.85
9975435 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 2,979.27
9975534 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,000.99
9976076 XXXXXX XX 00000 SFD 5.875 5.608 $ 3,767.04
9977179 CREVE XXXXX XX 00000 SFD 6.625 6.000 $ 4,389.97
9977237 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 4,181.32
9977391 XXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,472.57
9977903 XXXXXXXXXX XX 00000 SFD 6.750 6.000 $ 5,132.47
9977921 XXXXX XXXXXXX XX 00000 SFD 6.875 6.000 $ 5,797.05
9978738 XXXXX XXXX XX 00000 SFD 6.125 5.858 $ 3,402.50
9978798 XXXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 4,355.54
9978925 XXXXXX XX 00000 SFD 7.250 6.000 $ 3,213.28
9979648 XXXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,513.04
9979978 XXXXXXXX XX 00000 LCO 6.500 6.000 $ 3,048.88
9981474 XXXXXX XX 00000 SFD 6.750 6.000 $ 3,539.64
9981608 XXXXXX XX 00000 SFD 6.500 6.000 $ 4,529.76
9981827 XXXXXXX XXXXXX XX 00000 SFD 6.500 6.000 $ 566.22
9981885 XXXXXX XX 00000 SFD 6.375 6.000 $ 3,215.02
9982215 XXXXXX XX 00000 SFD 6.250 5.983 $ 6,284.91
9982238 XXXXXX XX 00000 SFD 6.250 5.983 $ 7,373.84
9982270 XXXXXX XX 00000 SFD 6.375 6.000 $ 6,481.88
9982295 XXXXXXX XX 00000 SFD 6.125 5.858 $ 4,253.13
9982344 XXXXXXX XX 00000 SFD 6.125 5.858 $ 4,253.13
9982428 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,231.81
9982553 XXXXXX XX 00000 SFD 6.625 6.000 $ 5,706.96
9983042 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 8,303.84
9983299 XXXXXX XX 00000 SFD 6.375 6.000 $ 3,367.99
9983351 XXXXXX XX 00000 SFD 6.250 5.983 $ 2,864.65
9983947 XXXXX XX 00000 PUD 6.500 6.000 $ 4,355.54
9983987 XXX XXXXXXX XX 00000 PUD 6.250 5.983 $ 2,906.66
9985260 XXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,245.85
9986262 XXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 5,078.56
9986497 XXXX XXXX XX 00000 SFD 6.625 6.000 $ 5,706.96
9986519 XXXXX XXXXXX XX 00000 SFD 6.250 5.983 $ 5,508.52
9986533 XXXXX XXXXX XX 00000 SFD 6.250 5.983 $ 4,317.39
9986536 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,702.21
9986559 XXXXXXXX XX 00000 SFD 6.625 6.000 $ 4,741.17
9986970 XXXXXXX XX 00000 SFD 6.500 6.000 $ 4,703.98
9987689 XXXXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 4,742.65
9987731 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $ 4,148.40
9987889 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,196.96
9987925 XXXXXXXXX XX 00000 SFD 6.500 6.000 $ 5,609.94
9987982 XXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 5,573.25
9988041 XXXXXXXXXX XX 00000 SFD 6.750 6.000 $ 4,908.66
9988056 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $ 5,706.96
9988261 XXXX XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,500.21
9988470 XXXXXX XX 00000 SFD 6.375 6.000 $ 1,901.35
9988753 XXXXXXXXXXXX XX 00000 SFD 6.250 5.983 $ 3,686.28
9989261 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $ 3,832.87
9989319 XXX XXXX XX 00000 LCO 6.750 6.000 $ 5,663.43
9989343 XXXXXXXX XX 00000 SFD 6.500 6.000 $ 5,435.71
9989763 XXXXXXX XX 00000 SFD 6.375 6.000 $ 3,664.42
9989810 XXXXXX XX 00000 SFD 6.375 6.000 $ 4,450.89
9989850 XXXXXXX XX 00000 SFD 6.750 6.000 $ 4,389.15
9989867 XXXXXXXX XX 00000 SFD 6.750 6.000 $ 3,539.64
9989936 XXXXXX XX 00000 SFD 6.500 6.000 $ 3,484.43
9990031 XXXXXXX XX 00000 SFD 6.750 6.000 $ 3,263.55
9990370 XXXXXXX XX 00000 HCO 6.750 6.000 $ 3,757.33
9990997 XXXXXXXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $ 3,969.64
9991144 XXXXX XXXXXXX XX 00000 SFD 6.500 6.000 $ 3,131.64
9991293 CLIVE IA 50325 SFD 6.250 5.983 $ 2,658.01
9993688 XXXXX XXXX XX 00000 SFD 6.500 6.000 $ 3,867.72
(i) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
----- -------- --------- -------------- ----- ------- --------- ------- ------- --------
CUT-OFF
MORTGAGE ORIGINAL SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN TERM TO MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER MATURITY DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------- --------- -------------- ----- ------- --------- ------- ------- --------
225 180 1-Mar-17 $443,549.70 29.67 0.250 0.017 0.358
2233 180 1-Mar-17 $344,884.46 50.88 0.250 0.017 0.483
2646 180 1-Mar-17 $418,616.35 73.68 0.250 0.017 0.233
3346 180 1-Mar-17 $468,468.22 33.81 0.250 0.017 0.358
3890 180 1-Mar-17 $474,431.86 80.00 0.250 0.017 0.233
3909 180 1-Mar-17 $641,402.77 65.00 0.250 0.017 0.358
5303 180 1-Mar-17 $548,207.49 34.38 0.250 0.017 0.358
7190 180 1-Apr-17 $540,000.00 51.92 0.250 0.017 0.233
7482 180 1-Mar-17 $377,626.30 51.28 0.250 0.017 0.108
7546 180 1-Mar-17 $546,194.66 47.65 0.250 0.017 0.233
7907 180 1-Apr-17 $392,000.00 63.23 0.250 0.017 0.483
8576 180 1-Feb-17 $643,718.88 80.00 0.250 0.017 0.233
9242 120 1-Mar-12 $369,293.98 58.97 0.250 0.017 0.233
9422 180 1-Mar-17 $974,413.90 39.10 0.250 0.017 0.358
12493 180 1-Mar-17 $398,696.35 66.67 0.250 0.017 0.358
13026 180 1-Apr-17 $357,900.00 42.11 0.250 0.017 0.233
13878 180 1-Mar-17 $337,895.16 26.08 0.250 0.017 0.358
14046 180 1-Mar-17 $968,866.18 49.85 0.250 0.017 0.483
14219 180 1-Apr-17 $722,000.00 33.13 0.250 0.017 0.483
14239 180 1-Mar-17 $598,023.36 49.96 0.250 0.017 0.233
14504 180 1-Mar-17 $531,615.00 74.95 0.250 0.017 0.733
15022 180 1-Mar-17 $348,871.57 41.67 0.250 0.017 0.483
15089 180 1-Mar-17 $399,693.09 51.68 0.250 0.017 0.358
15251 180 1-Mar-17 $586,124.65 80.00 0.250 0.017 0.608
16019 180 1-Mar-17 $551,636.97 38.17 0.250 0.017 0.000
16078 180 1-Mar-17 $445,627.07 66.04 0.250 0.017 0.233
18504 180 1-Mar-17 $418,674.92 64.62 0.250 0.017 0.733
23099 180 1-Mar-17 $354,525.28 45.89 0.250 0.017 0.483
23844 180 1-Mar-17 $398,724.25 69.81 0.250 0.017 0.608
24063 180 1-Mar-17 $647,858.63 56.23 0.250 0.017 0.233
24462 180 1-Apr-17 $648,000.00 38.12 0.250 0.017 0.000
24993 180 1-Mar-17 $336,898.42 62.59 0.250 0.017 0.358
25299 180 1-Mar-17 $622,941.00 62.50 0.250 0.017 0.233
25827 180 1-Mar-17 $550,580.17 76.72 0.250 0.017 0.233
27345 180 1-Mar-17 $390,722.43 56.00 0.250 0.017 0.358
27738 180 1-Mar-17 $368,819.93 49.20 0.250 0.017 0.608
28124 180 1-Mar-17 $996,561.43 54.05 0.250 0.017 0.000
29997 180 1-Apr-17 $335,000.00 74.44 0.250 0.017 0.233
32365 180 1-Mar-17 $511,291.71 42.75 0.250 0.017 0.108
32703 180 1-Mar-17 $431,588.81 54.13 0.250 0.017 0.358
35465 180 1-Apr-17 $388,800.00 64.58 0.250 0.017 0.108
35470 180 1-Apr-17 $457,000.00 39.23 0.250 0.017 0.108
37587 180 1-Mar-17 $635,891.58 30.48 0.250 0.017 0.233
38986 180 1-Apr-17 $546,000.00 62.76 0.250 0.017 0.000
40560 180 1-Mar-17 $532,259.63 53.61 0.250 0.017 0.358
41447 180 1-Mar-17 $448,533.40 69.23 0.250 0.017 0.358
42389 180 1-Apr-17 $480,000.00 80.00 0.250 0.017 0.233
42730 180 1-Mar-17 $526,279.19 66.84 0.250 0.017 0.358
42968 180 1-Apr-17 $407,500.00 50.62 0.250 0.017 0.233
43600 180 1-Mar-17 $466,458.22 55.06 0.250 0.017 0.233
44390 180 1-Mar-17 $892,338.57 64.29 0.250 0.017 0.000
44527 180 1-Apr-17 $600,000.00 78.96 0.250 0.017 0.608
44815 180 1-Apr-17 $607,000.00 60.70 0.250 0.017 0.233
51044 180 1-Mar-17 $462,471.39 80.00 0.250 0.017 0.233
52286 180 1-Mar-17 $433,551.45 43.50 0.250 0.017 0.108
52908 180 1-Apr-17 $530,000.00 68.39 0.250 0.017 0.483
54388 180 1-Apr-17 $646,500.00 76.37 0.250 0.017 0.000
54848 180 1-Apr-17 $410,000.00 71.93 0.250 0.017 0.358
56058 180 1-Mar-17 $792,352.65 75.00 0.250 0.017 0.108
56264 180 1-Mar-17 $463,451.55 61.59 0.250 0.017 0.108
61154 180 1-Apr-17 $450,000.00 50.00 0.250 0.017 0.233
78210 180 1-Apr-17 $340,000.00 34.00 0.250 0.017 0.000
89708 154 1-Jan-15 $593,091.47 43.32 0.250 0.017 0.108
106463 180 1-Apr-17 $336,000.00 80.00 0.250 0.017 0.233
109849 180 1-Apr-17 $785,000.00 61.57 0.250 0.017 0.000
792405 180 1-Mar-17 $372,820.05 74.80 0.250 0.017 0.733
793702 180 1-Dec-16 $527,740.52 62.21 0.250 0.017 0.000
794811 180 1-Apr-17 $340,000.00 64.89 0.250 0.017 0.483
795264 180 1-Apr-17 $520,000.00 52.03 0.250 0.017 0.000
795753 180 1-Apr-17 $350,000.00 50.00 0.250 0.017 0.108
797353 180 1-Apr-17 $500,000.00 47.62 0.250 0.017 0.108
797687 180 1-Apr-17 $406,000.00 77.33 0.250 0.017 0.000
800280 180 1-Mar-17 $386,762.53 80.00 0.250 0.017 0.608
801293 180 1-Apr-17 $649,000.00 54.08 0.250 0.017 0.108
801934 180 1-Mar-17 $403,651.35 49.09 0.250 0.017 0.108
803496 180 1-Mar-17 $486,426.64 67.78 0.250 0.017 0.483
803607 180 1-Mar-17 $357,829.98 53.19 0.250 0.017 0.358
803629 180 1-Mar-17 $429,580.11 61.57 0.250 0.017 0.233
803659 180 1-Mar-17 $494,383.48 27.56 0.250 0.017 0.358
803724 180 1-Mar-17 $457,021.75 64.13 0.250 0.017 0.483
804742 180 1-Mar-17 $493,351.65 23.35 0.250 0.017 0.108
804814 180 1-Mar-17 $309,000.53 37.58 0.250 0.017 0.483
804919 180 1-Mar-17 $353,892.11 62.83 0.250 0.017 0.858
807202 180 1-Apr-17 $355,000.00 44.38 0.250 0.017 0.108
810892 180 1-Apr-17 $900,000.00 38.30 0.250 0.017 0.000
812343 180 1-Mar-17 $877,131.99 47.57 0.250 0.017 0.358
812406 180 1-Mar-17 $428,598.58 51.19 0.250 0.017 0.358
812775 180 1-Apr-17 $481,914.00 70.00 0.250 0.017 0.108
813932 180 1-Mar-17 $488,385.74 49.00 0.250 0.017 0.233
814872 180 1-Mar-17 $468,468.22 56.63 0.250 0.017 0.358
818596 180 1-Mar-17 $473,451.92 74.22 0.250 0.017 0.358
819382 180 1-Mar-17 $456,507.34 49.51 0.250 0.017 0.358
819597 180 1-Apr-17 $339,395.00 56.57 0.250 0.017 0.233
825201 180 1-Apr-17 $500,000.00 50.00 0.250 0.017 0.233
825916 180 1-Mar-17 $516,275.06 51.80 0.250 0.017 0.108
825918 180 1-Mar-17 $478,435.63 30.00 0.250 0.017 0.358
825926 180 1-Mar-17 $349,868.35 90.00 06 0.250 0.017 0.483
828022 180 1-Apr-17 $348,000.00 80.00 0.250 0.017 0.358
832562 120 1-Apr-12 $160,000.00 32.13 0.250 0.017 0.608
1009511 180 1-Mar-17 $468,434.90 72.31 0.250 0.017 0.108
1050714 180 1-Mar-17 $439,515.63 69.45 0.250 0.017 0.000
1061826 180 1-Apr-17 $500,000.00 64.52 0.250 0.017 0.608
1087166 180 1-Mar-17 $647,926.90 63.41 0.250 0.017 0.608
1113243 180 1-Mar-17 $465,444.89 73.43 0.250 0.017 0.108
1115684 180 1-Mar-17 $382,721.27 68.82 0.250 0.017 0.108
1171068 180 1-Apr-17 $351,900.00 51.00 0.250 0.017 0.608
1229395 180 1-Apr-17 $420,000.00 70.00 0.250 0.017 0.358
1237037 180 1-Apr-17 $436,000.00 80.00 0.250 0.017 0.108
1262477 180 1-Apr-17 $560,000.00 69.91 0.250 0.017 0.108
2643677 180 1-Nov-16 $663,968.55 55.56 0.250 0.017 0.483
2936801 180 1-Mar-17 $567,029.48 60.85 0.250 0.017 0.108
4088530 180 1-Oct-16 $390,025.63 41.89 0.250 0.017 0.233
4240517 180 1-Mar-17 $573,300.00 51.43 0.250 0.017 0.608
4252999 180 1-Nov-16 $334,456.99 79.07 0.250 0.017 0.483
4259871 180 1-Mar-17 $481,692.02 79.87 0.250 0.017 0.858
4269422 180 1-Mar-17 $407,026.11 54.45 0.250 0.017 0.233
4277812 180 1-Jan-17 $594,163.92 63.16 0.250 0.017 0.483
4289739 180 1-Nov-16 $443,490.17 45.56 0.250 0.017 0.233
4313163 120 1-Nov-11 $48,469.32 58.14 0.250 0.017 0.108
4319849 180 1-Nov-16 $358,986.08 45.63 0.250 0.017 0.358
4322592 180 1-Jan-17 $303,781.74 74.83 0.250 0.017 0.358
4325963 180 1-Feb-17 $318,531.56 79.76 0.250 0.017 0.233
4332737 180 1-Apr-17 $561,700.00 56.17 0.250 0.017 0.000
4343335 180 1-Feb-17 $398,370.97 70.00 0.250 0.017 0.000
4346099 180 1-Jan-17 $314,272.55 52.03 0.250 0.017 0.358
4350802 180 1-Dec-16 $326,358.68 69.65 0.250 0.017 0.000
4351121 180 1-Nov-16 $334,338.49 27.20 0.250 0.017 0.233
4352800 180 1-Jan-17 $396,025.26 78.43 0.250 0.017 0.233
4354058 180 1-Jan-17 $782,149.89 41.58 0.250 0.017 0.233
4355250 180 1-Mar-17 $546,892.36 42.21 0.250 0.017 0.233
4356186 180 1-Mar-17 $642,080.52 49.56 0.250 0.017 0.000
4365796 180 1-Feb-17 $397,328.90 40.00 0.250 0.017 0.108
4368167 180 1-Apr-17 $389,000.00 42.28 0.250 0.017 0.358
4368222 180 1-Mar-17 $314,449.38 40.45 0.250 0.017 0.108
4372848 180 1-Apr-17 $366,608.00 80.00 0.250 0.017 0.233
4373789 180 1-Mar-17 $578,068.59 72.50 0.250 0.017 0.108
4375054 180 1-Apr-17 $500,000.00 69.93 0.250 0.017 0.608
4377884 180 1-Apr-17 $572,200.00 67.32 0.250 0.017 0.000
4380817 180 1-Apr-17 $357,000.00 48.90 0.250 0.017 0.108
4388507 180 1-Feb-17 $333,780.14 68.29 0.250 0.017 0.233
4395836 180 1-Apr-17 $446,000.00 74.33 0.250 0.017 0.108
4395882 180 1-Mar-17 $521,258.41 60.81 0.250 0.017 0.108
4405720 180 1-Mar-17 $408,663.76 42.05 0.250 0.017 0.358
4407906 180 1-Mar-17 $559,092.23 67.06 0.250 0.017 0.358
4411115 180 1-Mar-17 $550,221.94 55.83 0.250 0.017 0.233
4411811 180 1-Mar-17 $357,381.52 59.65 0.250 0.017 0.608
4412568 180 1-Apr-17 $352,222.00 27.09 0.250 0.017 0.000
4412879 180 1-Dec-16 $345,250.75 38.76 0.250 0.017 0.000
4413516 180 1-Apr-17 $335,000.00 69.07 0.250 0.017 0.608
4414133 180 1-Mar-17 $498,334.99 70.92 0.250 0.017 0.108
4415877 180 1-Mar-17 $468,418.03 41.05 0.250 0.017 0.000
4418233 180 1-Mar-17 $459,464.86 60.26 0.250 0.017 0.108
4419628 180 1-Apr-17 $336,000.00 80.00 0.250 0.017 0.108
4420346 180 1-Mar-17 $367,272.90 44.94 0.250 0.017 0.108
4420664 180 1-Jan-17 $742,467.62 46.88 0.250 0.017 0.108
4420683 180 1-Oct-16 $388,503.97 68.45 0.250 0.017 0.233
4420974 180 1-Jan-17 $811,851.75 54.67 0.250 0.017 0.233
4421504 180 1-Apr-17 $656,000.00 80.00 0.250 0.017 0.000
4421598 180 1-Apr-17 $775,000.00 50.16 0.250 0.017 0.483
4421972 180 1-Feb-17 $547,440.33 62.02 0.250 0.017 0.108
4424103 180 1-Mar-17 $402,654.67 70.26 0.250 0.017 0.108
4426564 180 1-Mar-17 $348,821.94 70.00 0.250 0.017 0.000
4426808 180 1-Mar-17 $365,833.39 73.42 0.250 0.017 0.000
4430014 180 1-Mar-17 $423,644.51 41.46 0.250 0.017 0.608
4432386 180 1-Mar-17 $341,945.16 40.85 0.250 0.017 0.000
4434781 180 1-Apr-17 $444,898.00 71.18 0.250 0.017 0.108
4436422 180 1-Feb-17 $451,432.43 25.97 0.250 0.017 0.000
4437151 180 1-Mar-17 $478,418.68 80.00 0.250 0.017 0.233
4437840 180 1-Apr-17 $292,247.00 68.76 0.250 0.017 0.000
4439100 180 1-Jan-17 $316,717.63 69.57 0.250 0.017 0.108
4439718 180 1-Apr-17 $360,049.00 55.39 0.250 0.017 0.000
4439976 180 1-Mar-17 $366,488.64 58.83 0.250 0.017 0.233
4440096 180 1-Apr-17 $403,000.00 52.68 0.250 0.017 0.108
4440557 180 1-Mar-17 $418,674.92 64.62 0.250 0.017 0.733
4442742 180 1-Apr-17 $810,000.00 27.00 0.250 0.017 0.108
4445245 180 1-Apr-17 $353,400.00 76.83 0.250 0.017 0.483
4445282 180 1-Mar-17 $348,821.93 24.56 0.250 0.017 0.000
4445533 180 1-Feb-17 $260,784.26 75.00 0.250 0.017 0.358
4446368 180 1-Feb-17 $516,601.17 65.00 0.250 0.017 0.358
4446787 180 1-Feb-17 $584,901.81 75.00 0.250 0.017 0.358
4624219 180 1-Nov-16 $688,171.45 60.84 0.250 0.017 0.358
5323209 180 1-Feb-17 $985,374.45 34.21 0.250 0.017 0.108
5670559 180 1-Feb-17 $949,453.31 63.70 0.250 0.017 0.733
6289689 180 1-Nov-16 $562,475.39 80.00 0.250 0.017 0.233
8098608 180 1-Mar-17 $995,520.83 52.63 0.250 0.017 0.358
8330048 180 1-Feb-17 $734,463.86 64.84 0.250 0.017 0.608
8358450 180 1-Feb-17 $373,620.56 80.00 0.250 0.017 0.733
8506928 180 1-Mar-16 $612,789.43 63.81 0.250 0.017 0.983
8708090 180 1-Jun-16 $343,501.21 59.17 0.250 0.017 0.733
8797828 180 1-Oct-16 $486,371.41 80.00 0.250 0.017 0.608
8864732 180 1-Sep-16 $488,643.50 71.94 0.250 0.017 0.608
8865490 180 1-Mar-17 $647,812.17 60.72 0.250 0.017 0.000
8899422 180 1-Feb-17 $556,378.86 69.09 0.250 0.017 0.483
8928304 180 1-Nov-16 $321,054.85 70.00 0.250 0.017 0.108
8938336 180 1-Oct-16 $362,893.04 79.91 0.250 0.017 0.733
9298613 180 1-Dec-16 $345,300.70 58.33 0.250 0.017 0.108
9345510 180 1-Feb-17 $317,104.00 35.56 0.250 0.017 0.358
9349386 180 1-Dec-16 $389,440.82 39.50 0.250 0.017 0.483
9370284 180 1-Mar-17 $606,565.73 51.17 0.250 0.017 0.608
9371279 180 1-Mar-17 $498,352.79 47.85 0.250 0.017 0.233
9372565 180 1-Mar-17 $331,902.96 63.43 0.250 0.017 0.233
9374275 180 1-Apr-17 $535,000.00 66.88 0.250 0.017 0.483
9376354 180 1-Mar-17 $388,742.60 62.40 0.250 0.017 0.483
9377782 180 1-Mar-17 $549,165.17 55.10 0.250 0.017 0.108
9379039 180 1-Mar-17 $423,584.74 53.13 0.250 0.017 0.108
9379888 180 1-Apr-17 $429,000.00 68.10 0.250 0.017 0.000
9383637 180 1-Mar-17 $342,854.47 76.44 0.250 0.017 0.108
9386282 180 1-Mar-17 $318,957.09 75.29 0.250 0.017 0.358
9388267 180 1-Mar-17 $933,170.26 58.53 0.250 0.017 0.358
9397286 180 1-Mar-17 $483,453.15 66.90 0.250 0.017 0.608
9397419 180 1-Feb-17 $590,904.15 69.97 0.250 0.017 0.483
9401361 180 1-Apr-17 $473,500.00 59.19 0.250 0.017 0.108
9408570 180 1-Feb-17 $391,976.37 65.75 0.250 0.017 0.608
9408954 180 1-Feb-17 $325,833.00 69.05 0.250 0.017 0.233
9416100 180 1-Feb-17 $372,522.49 58.59 0.250 0.017 0.233
9418010 180 1-Mar-17 $500,463.60 63.88 0.250 0.017 0.358
9419962 180 1-Mar-17 $614,215.47 48.63 0.250 0.017 0.233
9424289 180 1-Apr-17 $550,000.00 73.33 0.250 0.017 0.108
9424560 180 1-Apr-17 $330,000.00 40.87 0.250 0.017 0.108
9425168 180 1-Jan-17 $324,412.77 80.00 0.250 0.017 0.358
9429580 180 1-Mar-17 $313,951.05 48.46 0.250 0.017 0.108
9430726 180 1-Jan-17 $356,460.69 51.43 0.250 0.017 0.358
9434616 180 1-Feb-17 $313,867.20 29.67 0.250 0.017 0.000
9442721 180 1-Mar-17 $462,471.39 80.00 0.250 0.017 0.233
9449910 180 1-Dec-16 $380,269.07 79.00 0.250 0.017 0.000
9456286 180 1-Dec-16 $631,497.54 30.48 0.250 0.017 0.233
9457150 180 1-Jan-17 $532,596.77 43.04 0.250 0.017 0.108
9458644 180 1-Jan-17 $640,727.81 79.27 0.250 0.017 0.608
9459931 180 1-Jan-17 $764,780.78 55.36 0.250 0.017 0.233
9460630 180 1-Feb-17 $455,470.84 70.00 0.250 0.017 0.233
9471826 180 1-Dec-16 $409,486.68 57.24 0.250 0.017 0.233
9474139 180 1-Nov-16 $465,939.32 71.82 0.250 0.017 0.000
9476903 180 1-Feb-17 $496,731.90 41.67 0.250 0.017 0.358
9477776 180 1-Feb-17 $525,037.11 53.43 0.250 0.017 0.108
9479671 180 1-Nov-16 $328,438.41 78.22 0.250 0.017 0.233
9482134 180 1-Feb-17 $938,756.72 70.00 0.250 0.017 0.233
9490826 180 1-Mar-17 $348,871.57 65.42 0.250 0.017 0.483
9500770 180 1-Mar-17 $458,451.68 61.33 0.250 0.017 0.000
9505516 180 1-Jan-17 $366,284.02 69.81 0.250 0.017 0.108
9508586 180 1-Feb-17 $362,562.65 26.94 0.250 0.017 0.108
9510908 180 1-Feb-17 $310,390.83 65.10 0.250 0.017 0.000
9512397 156 1-Mar-15 $527,888.49 55.79 0.250 0.017 0.608
9512946 180 1-Dec-16 $335,530.77 31.92 0.250 0.017 0.358
9513350 180 1-Feb-17 $972,462.54 52.21 0.250 0.017 0.108
9514523 180 1-Dec-16 $320,636.34 63.11 0.250 0.017 0.108
9516097 180 1-Feb-17 $350,642.78 68.54 0.250 0.017 0.108
9522764 180 1-Feb-17 $496,048.71 50.00 0.250 0.017 0.233
9525982 180 1-Feb-17 $645,612.94 52.00 0.250 0.017 0.000
9530944 180 1-Feb-17 $389,410.19 52.27 0.250 0.017 0.233
9531372 180 1-Mar-17 $644,845.49 43.13 0.250 0.017 0.108
9532318 180 1-Jan-17 $602,521.47 64.07 0.250 0.017 0.000
9534301 180 1-Mar-17 $473,418.25 74.80 0.250 0.017 0.108
9537148 180 1-Jan-17 $330,663.01 31.90 0.250 0.017 0.233
9538213 180 1-Feb-17 $328,511.57 49.04 0.250 0.017 0.233
9538935 180 1-Jan-17 $388,146.08 48.70 0.250 0.017 0.358
9542308 144 1-Jan-14 $340,130.88 50.74 0.250 0.017 0.000
9543445 180 1-Mar-17 $498,422.53 60.24 0.250 0.017 0.733
9547012 180 1-Feb-17 $330,376.38 47.17 0.250 0.017 0.358
9548646 180 1-Dec-16 $493,286.73 35.71 0.250 0.017 0.108
9549148 180 1-Mar-17 $418,586.32 78.65 0.250 0.017 0.000
9549361 180 1-Dec-16 $424,347.72 69.92 0.250 0.017 0.358
9551136 180 1-Feb-17 $348,656.13 36.95 0.250 0.017 0.108
9551414 180 1-Jan-17 $388,104.76 52.62 0.250 0.017 0.233
9552144 180 1-Jan-17 $637,524.78 48.15 0.250 0.017 0.233
9552401 180 1-Jan-17 $395,939.85 50.00 0.250 0.017 0.000
9552431 180 1-Feb-17 $560,233.78 80.00 0.250 0.017 0.108
9552828 180 1-Jan-17 $569,225.18 58.97 0.250 0.017 0.108
9553290 180 1-Feb-17 $540,405.99 80.00 0.250 0.017 0.233
9555245 180 1-Jan-17 $427,661.35 80.00 0.250 0.017 0.108
9556200 180 1-Feb-17 $695,133.40 50.00 0.250 0.017 0.108
9558023 180 1-Jan-17 $441,967.87 64.24 0.250 0.017 0.000
9558561 180 1-Jan-17 $360,663.28 22.86 0.250 0.017 0.108
9558800 180 1-Jan-17 $702,944.84 48.97 0.250 0.017 0.233
9559910 180 1-Dec-16 $332,155.92 36.01 0.250 0.017 0.000
9560263 180 1-Mar-17 $423,599.87 62.50 0.250 0.017 0.233
9560719 180 1-Feb-17 $412,665.75 72.70 0.250 0.017 0.000
9560752 180 1-Feb-17 $763,919.47 40.69 0.250 0.017 0.233
9561286 180 1-Feb-17 $586,017.89 47.20 0.250 0.017 0.000
9561394 180 1-Feb-17 $670,444.21 32.14 0.250 0.017 0.000
9562267 180 1-Mar-17 $380,985.66 62.60 0.250 0.017 0.108
9562400 180 1-Feb-17 $553,280.53 59.76 0.250 0.017 0.108
9563136 180 1-Jan-17 $381,092.10 30.08 0.250 0.017 0.000
9563433 180 1-Jan-17 $571,889.92 38.53 0.250 0.017 0.358
9564084 180 1-Feb-17 $595,993.39 21.24 0.250 0.017 0.108
9564548 180 1-Feb-17 $501,627.77 33.67 0.250 0.017 0.108
9564913 180 1-Jan-17 $302,761.30 79.95 0.250 0.017 0.233
9565231 180 1-Mar-17 $374,236.11 61.56 0.250 0.017 0.000
9565278 180 1-Mar-17 $373,343.93 70.00 0.250 0.017 0.983
9566820 180 1-Feb-17 $381,531.42 28.52 0.250 0.017 0.608
9568931 180 1-Feb-17 $645,705.66 63.41 0.250 0.017 0.233
9570074 180 1-Feb-17 $456,928.26 68.66 0.250 0.017 0.108
9570852 180 1-Feb-17 $521,531.51 22.44 0.250 0.017 0.233
9571097 180 1-Feb-17 $330,398.89 40.12 0.250 0.017 0.233
9574252 180 1-Feb-17 $388,870.36 48.91 0.250 0.017 0.108
9577105 180 1-Feb-17 $384,443.21 73.02 0.250 0.017 0.233
9577136 180 1-Feb-17 $301,790.20 69.06 0.250 0.017 0.000
9577201 180 1-Feb-17 $551,333.30 74.00 0.250 0.017 0.233
9577531 180 1-Feb-17 $402,295.54 54.73 0.250 0.017 0.108
9578009 180 1-Feb-17 $541,559.33 57.39 0.250 0.017 0.108
9582300 180 1-Mar-17 $498,851.15 70.00 0.250 0.017 0.233
9583334 180 1-Feb-17 $323,799.72 72.44 0.250 0.017 0.000
9584785 180 1-Feb-17 $439,513.42 32.07 0.250 0.017 0.000
9586721 180 1-Mar-17 $981,789.78 72.96 0.250 0.017 0.358
9587049 180 1-Feb-17 $744,938.01 30.00 0.250 0.017 0.000
9587983 180 1-Jan-17 $337,575.29 75.78 0.250 0.017 0.108
9588417 180 1-Jan-17 $529,165.32 53.47 0.250 0.017 0.000
9590560 180 1-Jan-17 $692,894.74 65.88 0.250 0.017 0.000
9591280 180 1-Feb-17 $551,372.40 69.99 0.250 0.017 0.358
9591442 180 1-Feb-17 $396,271.15 50.25 0.250 0.017 0.000
9591948 180 1-Mar-17 $399,166.34 78.62 0.250 0.017 0.108
9593140 180 1-Jan-17 $450,647.56 56.89 0.250 0.017 0.483
9594452 180 1-Apr-17 $353,000.00 51.16 0.250 0.017 0.233
9594826 180 1-Mar-17 $498,317.06 62.50 0.250 0.017 0.000
9595217 180 1-Feb-17 $308,307.80 47.12 0.250 0.017 0.108
9596487 180 1-Feb-17 $428,091.05 60.03 0.250 0.017 0.000
9596868 180 1-Feb-17 $645,122.73 68.42 0.250 0.017 0.000
9597570 180 1-Feb-17 $496,091.61 68.24 0.250 0.017 0.483
9598730 180 1-Feb-17 $466,757.34 44.98 0.250 0.017 0.000
9601527 180 1-Feb-17 $332,762.97 54.03 0.250 0.017 0.108
9601595 180 1-Jan-17 $441,472.93 67.07 0.250 0.017 0.000
9602199 180 1-Mar-17 $576,095.83 44.46 0.250 0.017 0.233
9602324 180 1-Feb-17 $549,267.62 36.87 0.250 0.017 0.000
9602619 180 1-Jan-17 $499,475.96 78.65 0.250 0.017 0.000
9603170 180 1-Feb-17 $327,399.03 65.92 0.250 0.017 0.108
9603884 180 1-Feb-17 $566,093.10 39.66 0.250 0.017 0.000
9603974 180 1-Feb-17 $364,475.16 39.05 0.250 0.017 0.000
9604010 180 1-Jan-17 $958,243.13 32.37 0.250 0.017 0.233
9604711 180 1-Feb-17 $308,900.95 37.93 0.250 0.017 0.000
9607388 180 1-Mar-17 $498,387.95 56.18 0.250 0.017 0.483
9607461 180 1-Apr-17 $379,000.00 58.31 0.250 0.017 0.358
9608381 180 1-Mar-17 $598,065.54 75.00 0.250 0.017 0.483
9608619 180 1-Mar-17 $314,848.05 59.60 0.250 0.017 0.108
9609241 180 1-Feb-17 $578,057.58 29.40 0.250 0.017 0.108
9610315 180 1-Feb-17 $439,741.77 57.66 0.250 0.017 0.000
9611189 180 1-Jan-17 $396,929.69 74.54 0.250 0.017 0.000
9611553 180 1-Feb-17 $839,417.36 65.00 0.250 0.017 0.233
9611615 180 1-Feb-17 $302,941.45 50.83 0.250 0.017 0.000
9612272 180 1-Feb-17 $908,824.36 33.89 0.250 0.017 0.000
9612451 180 1-Mar-17 $420,495.07 35.91 0.250 0.017 0.108
9612821 180 1-Jan-17 $178,721.69 65.52 0.250 0.017 0.233
9613686 180 1-Feb-17 $483,195.81 49.98 0.250 0.017 0.483
9613964 180 1-Jan-17 $346,447.37 30.43 0.250 0.017 0.000
9614034 120 1-Feb-12 $471,464.84 28.92 0.250 0.017 0.108
9614763 180 1-Feb-17 $522,506.83 72.05 0.250 0.017 0.233
9615149 180 1-Mar-17 $345,134.39 53.28 0.250 0.017 0.000
9615478 180 1-Jan-17 $382,081.97 57.19 0.250 0.017 0.000
9615771 180 1-Mar-17 $365,790.96 21.28 0.250 0.017 0.233
9616549 180 1-Feb-17 $339,674.09 87.02 01 0.250 0.017 0.233
9616706 180 1-Feb-17 $343,719.88 55.24 0.250 0.017 0.358
9616751 180 1-Mar-17 $368,807.08 74.00 0.250 0.017 0.483
9616846 180 1-Feb-17 $540,249.49 80.00 0.250 0.017 0.000
9620115 180 1-Feb-17 $308,933.30 80.00 0.250 0.017 0.233
9620798 180 1-Feb-17 $327,888.99 55.00 0.250 0.017 0.608
9620916 180 1-Feb-17 $367,152.25 61.88 0.250 0.017 0.233
9621225 180 1-Jan-17 $420,875.84 45.22 0.250 0.017 0.233
9621343 120 1-Mar-12 $506,929.96 51.00 0.250 0.017 0.000
9622379 180 1-Feb-17 $581,093.55 42.39 0.250 0.017 0.108
9622478 180 1-Feb-17 $417,165.28 64.62 0.250 0.017 0.000
9628492 180 1-Feb-17 $395,426.40 68.62 0.250 0.017 0.483
9629355 180 1-Mar-17 $484,398.92 75.17 0.250 0.017 0.233
9630625 180 1-Mar-17 $348,859.31 42.17 0.250 0.017 0.358
9631730 180 1-Feb-17 $455,565.23 81.76 12 0.250 0.017 0.233
9631735 180 1-Feb-17 $397,385.51 44.44 0.250 0.017 0.358
9633784 180 1-Mar-17 $996,670.00 59.54 0.250 0.017 0.108
9640035 180 1-Feb-17 $844,384.35 60.71 0.250 0.017 0.233
9641906 180 1-Feb-17 $447,058.71 40.36 0.250 0.017 0.358
9642076 180 1-Mar-17 $448,485.35 69.23 0.250 0.017 0.000
9642779 180 1-Feb-17 $357,596.03 42.35 0.250 0.017 0.108
9642826 180 1-Feb-17 $533,815.99 70.42 0.250 0.017 0.483
9643053 180 1-Feb-17 $399,608.69 53.67 0.250 0.017 0.233
9645686 180 1-Mar-17 $572,109.01 44.15 0.250 0.017 0.233
9647100 180 1-Feb-17 $322,852.84 67.71 0.250 0.017 0.233
9647134 180 1-Jan-17 $841,372.18 42.50 0.250 0.017 0.000
9648026 180 1-Feb-17 $948,956.47 79.58 0.250 0.017 0.733
9649512 180 1-Mar-17 $352,858.67 78.67 0.250 0.017 0.483
9652069 180 1-Feb-17 $420,175.33 30.21 0.250 0.017 0.108
9652638 180 1-Mar-17 $334,928.37 80.00 0.250 0.017 0.608
9652730 180 1-Feb-17 $616,700.58 51.73 0.250 0.017 0.233
9653159 180 1-Mar-17 $358,359.16 78.84 0.250 0.017 0.733
9653625 180 1-Feb-17 $342,769.12 61.72 0.250 0.017 0.483
9653794 180 1-Feb-17 $931,036.56 75.00 0.250 0.017 0.000
9661014 180 1-Feb-17 $447,523.70 85.00 01 0.250 0.017 0.233
9661938 180 1-Feb-17 $392,914.92 70.00 0.250 0.017 0.358
9662060 180 1-Feb-17 $635,816.83 80.00 0.250 0.017 0.358
9662241 180 1-Feb-17 $412,258.23 51.88 0.250 0.017 0.233
9662986 180 1-Feb-17 $360,072.45 76.51 0.250 0.017 0.608
9667499 180 1-Feb-17 $834,509.59 60.00 0.250 0.017 0.358
9669659 180 1-Feb-17 $594,281.67 70.22 0.250 0.017 0.233
9670678 180 1-Feb-17 $397,385.51 42.55 0.250 0.017 0.358
9671075 180 1-Feb-17 $754,870.52 66.09 0.250 0.017 0.000
9671321 180 1-Feb-17 $529,478.65 70.13 0.250 0.017 0.233
9671393 180 1-Mar-17 $522,307.36 75.00 0.250 0.017 0.483
9671419 180 1-Mar-17 $721,614.85 48.27 0.250 0.017 0.233
9671431 180 1-Mar-17 $617,957.46 73.81 0.250 0.017 0.233
9671442 180 1-Mar-17 $501,156.79 38.68 0.250 0.017 0.000
9671679 180 1-Feb-17 $508,581.02 80.00 0.250 0.017 0.108
9672545 180 1-Feb-17 $339,493.09 24.41 0.250 0.017 0.000
9672666 180 1-Feb-17 $347,687.66 35.00 0.250 0.017 0.233
9674577 180 1-Feb-17 $386,480.70 57.21 0.250 0.017 0.608
9677219 180 1-Mar-17 $654,835.57 35.32 0.250 0.017 0.233
9677731 180 1-Mar-17 $498,370.45 68.49 0.250 0.017 0.358
9678028 180 1-Feb-17 $320,842.00 50.00 0.250 0.017 0.233
9678495 180 1-Feb-17 $618,927.95 70.55 0.250 0.017 0.358
9679338 180 1-Feb-17 $466,993.39 49.47 0.250 0.017 0.608
9681555 180 1-Feb-17 $446,589.69 48.39 0.250 0.017 0.000
9683069 180 1-Mar-17 $334,893.08 57.44 0.250 0.017 0.233
9683264 180 1-Feb-17 $375,529.30 70.00 0.250 0.017 0.358
9683698 180 1-Feb-17 $484,706.34 44.36 0.250 0.017 0.000
9684061 180 1-Mar-17 $412,561.20 55.20 0.250 0.017 0.000
9687875 180 1-Feb-17 $547,513.12 79.86 0.250 0.017 0.733
9688054 180 1-Feb-17 $329,286.34 79.88 0.250 0.017 0.108
9688637 180 1-Feb-17 $437,124.08 80.00 0.250 0.017 0.358
9691397 180 1-Mar-17 $617,793.75 76.54 0.250 0.017 0.108
9693051 180 1-Mar-17 $896,938.12 75.00 0.250 0.017 0.000
9694360 180 1-Mar-17 $446,571.16 80.00 0.250 0.017 0.608
9694375 180 1-Feb-17 $491,867.49 65.13 0.250 0.017 0.733
9696564 180 1-Mar-17 $590,028.64 80.00 0.250 0.017 0.108
9698274 180 1-Feb-17 $416,460.02 80.00 0.250 0.017 0.358
9699768 180 1-Feb-17 $388,727.67 56.40 0.250 0.017 0.233
9700311 180 1-Mar-17 $439,280.98 73.83 0.250 0.017 0.608
9700521 180 1-Feb-17 $371,215.47 75.40 0.250 0.017 0.108
9700975 180 1-Mar-17 $401,618.04 80.00 0.250 0.017 0.483
9701295 180 1-Feb-17 $357,721.81 48.00 0.250 0.017 0.733
9702424 180 1-Feb-17 $549,346.53 68.27 0.250 0.017 0.233
9702575 180 1-Mar-17 $449,481.98 68.54 0.250 0.017 0.000
9708891 180 1-Mar-17 $481,707.82 60.41 0.250 0.017 0.233
9710437 180 1-Mar-17 $355,362.99 60.94 0.250 0.017 0.608
9711784 180 1-Feb-17 $442,060.04 65.93 0.250 0.017 0.233
9713030 180 1-Feb-17 $313,736.00 65.00 0.250 0.017 0.608
9719972 180 1-Apr-17 $324,250.00 47.68 0.250 0.017 0.000
9720539 180 1-Mar-17 $332,911.46 78.59 0.250 0.017 0.358
9720699 180 1-Mar-17 $380,057.30 64.96 0.250 0.017 0.358
9722100 180 1-Mar-17 $679,654.90 47.46 0.250 0.017 0.000
9722207 180 1-Feb-17 $360,527.27 55.83 0.250 0.017 0.233
9722747 180 1-Mar-17 $477,903.26 66.14 0.250 0.017 0.108
9724471 180 1-Mar-17 $326,953.89 80.00 0.250 0.017 0.608
9724493 180 1-Feb-17 $615,252.12 56.30 0.250 0.017 0.358
9726759 180 1-Mar-17 $912,017.92 57.19 0.250 0.017 0.358
9726913 180 1-Mar-17 $373,829.69 75.76 0.250 0.017 0.858
9727537 180 1-Feb-17 $488,789.31 60.00 0.250 0.017 0.483
9727996 180 1-Feb-17 $580,223.67 80.00 0.250 0.017 0.483
9732418 180 1-Mar-17 $523,325.57 75.00 0.250 0.017 0.608
9733641 156 1-Mar-15 $441,712.04 31.25 0.250 0.017 0.233
9734020 180 1-Feb-17 $310,013.41 43.47 0.250 0.017 0.733
9734218 180 1-Feb-17 $355,046.72 80.00 0.250 0.017 0.233
9734331 120 1-Feb-12 $558,452.36 64.65 0.250 0.017 0.733
9734755 180 1-Feb-17 $482,426.02 80.00 0.250 0.017 0.358
9735792 180 1-Feb-17 $342,720.70 63.30 0.250 0.017 0.233
9736989 180 1-Apr-17 $400,000.00 51.28 0.250 0.017 0.000
9737523 180 1-Mar-17 $358,814.01 80.00 0.250 0.017 0.233
9737987 180 1-Mar-17 $581,037.68 65.88 0.250 0.017 0.000
9738307 180 1-Mar-17 $347,601.07 75.00 0.250 0.017 0.233
9738422 180 1-Feb-17 $617,791.32 47.84 0.250 0.017 0.233
9739139 180 1-Feb-17 $645,659.50 66.67 0.250 0.017 0.108
9740184 180 1-Feb-17 $372,575.13 78.95 0.250 0.017 0.483
9741406 180 1-Feb-17 $496,766.83 50.05 0.250 0.017 0.483
9741532 180 1-Feb-17 $409,248.79 67.54 0.250 0.017 0.108
9741669 180 1-Apr-17 $333,700.00 52.14 0.250 0.017 0.233
9741993 180 1-Mar-17 $335,925.18 64.19 0.250 0.017 0.608
9743413 180 1-Mar-17 $458,516.92 30.67 0.250 0.017 0.483
9744951 180 1-Feb-17 $496,696.66 38.52 0.250 0.017 0.233
9745374 180 1-Mar-17 $380,768.40 55.36 0.250 0.017 0.483
9745945 180 1-Apr-17 $599,750.00 49.98 0.250 0.017 0.108
9746951 180 1-Mar-17 $438,550.46 80.00 0.250 0.017 0.233
9747146 180 1-Mar-17 $473,418.25 70.90 0.250 0.017 0.108
9747400 180 1-Mar-17 $573,105.71 42.59 0.250 0.017 0.233
9749006 180 1-Mar-17 $448,517.52 72.35 0.250 0.017 0.233
9749646 180 1-Apr-17 $395,000.00 59.40 0.250 0.017 0.358
9750198 180 1-Mar-17 $395,706.13 62.03 0.250 0.017 0.358
9750269 180 1-Mar-17 $784,961.03 70.00 0.250 0.017 0.483
9750387 180 1-Mar-17 $366,514.50 77.41 0.250 0.017 0.483
9750412 180 1-Mar-17 $644,013.82 50.00 0.250 0.017 0.000
9750682 180 1-Mar-17 $356,820.61 42.62 0.250 0.017 0.233
9750947 180 1-Mar-17 $470,351.35 71.39 0.250 0.017 0.233
9751140 180 1-Feb-17 $992,825.64 58.79 0.250 0.017 0.108
9751483 180 1-Mar-17 $508,319.85 70.83 0.250 0.017 0.233
9754067 180 1-Mar-17 $563,178.39 79.58 0.250 0.017 0.483
9754875 180 1-Mar-17 $526,241.76 75.43 0.250 0.017 0.108
9754918 180 1-Mar-17 $453,529.38 53.53 0.250 0.017 0.483
9754974 180 1-Mar-17 $389,711.89 39.10 0.250 0.017 0.233
9755118 180 1-Apr-17 $678,000.00 24.62 0.250 0.017 0.233
9755346 180 1-Mar-17 $598,065.54 69.36 0.250 0.017 0.483
9755427 180 1-Mar-17 $378,748.12 76.00 0.250 0.017 0.233
9755548 180 1-Mar-17 $514,934.44 65.81 0.250 0.017 0.483
9755598 180 1-Feb-17 $795,963.19 36.42 0.250 0.017 0.358
9755983 180 1-Mar-17 $428,583.41 61.43 0.250 0.017 0.233
9756133 180 1-Mar-17 $453,484.85 43.33 0.250 0.017 0.108
9756154 180 1-Mar-17 $428,438.53 74.12 0.250 0.017 0.108
9756183 180 1-Apr-17 $760,000.00 47.50 0.250 0.017 0.233
9756197 180 1-Apr-17 $700,000.00 68.97 0.250 0.017 0.233
9756385 180 1-Mar-17 $612,952.05 30.75 0.250 0.017 0.108
9756389 180 1-Feb-17 $311,428.82 69.67 0.250 0.017 0.233
9757499 180 1-Mar-17 $711,641.57 65.00 0.250 0.017 0.233
9757639 180 1-Mar-17 $351,837.07 69.22 0.250 0.017 0.233
9757743 180 1-Mar-17 $366,488.65 53.68 0.250 0.017 0.233
9758871 180 1-Mar-17 $565,091.53 70.00 0.250 0.017 0.000
9759063 180 1-Mar-17 $398,724.25 66.67 0.250 0.017 0.608
9759089 180 1-Mar-17 $667,792.75 43.23 0.250 0.017 0.233
9759201 180 1-Mar-17 $438,581.40 58.67 0.250 0.017 0.483
9759214 180 1-Mar-17 $361,816.94 60.70 0.250 0.017 0.358
9759992 180 1-Mar-17 $560,942.12 59.89 0.250 0.017 0.233
9760067 180 1-Mar-17 $440,512.27 77.95 0.250 0.017 0.000
9760212 180 1-Mar-17 $363,797.54 41.01 0.250 0.017 0.233
9760236 180 1-Feb-17 $610,893.22 61.50 0.250 0.017 0.108
9760936 180 1-Mar-17 $438,566.00 50.87 0.250 0.017 0.358
9761098 180 1-Feb-17 $989,419.77 24.90 0.250 0.017 0.233
9761379 180 1-Mar-17 $647,858.63 29.55 0.250 0.017 0.233
9761793 180 1-Mar-17 $478,469.10 80.00 0.250 0.017 0.608
9761802 180 1-Mar-17 $448,517.52 62.07 0.250 0.017 0.233
9761836 180 1-Mar-17 $409,646.00 54.80 0.250 0.017 0.233
9762357 180 1-Mar-17 $528,253.96 67.09 0.250 0.017 0.233
9762404 180 1-Mar-17 $358,851.82 68.57 0.250 0.017 0.608
9762738 180 1-Mar-17 $322,977.80 57.75 0.250 0.017 0.733
9763194 180 1-Mar-17 $642,875.11 43.00 0.250 0.017 0.233
9763938 180 1-Mar-17 $523,288.97 60.00 0.250 0.017 0.358
9764003 180 1-Mar-17 $476,906.59 70.89 0.250 0.017 0.108
9764243 180 1-Mar-17 $843,242.79 24.17 0.250 0.017 0.358
9764454 180 1-Mar-17 $405,175.18 64.88 0.250 0.017 0.358
9764498 180 1-Apr-17 $345,500.00 61.70 0.250 0.017 0.608
9764658 180 1-Mar-17 $348,834.50 51.85 0.250 0.017 0.108
9764787 180 1-Mar-17 $513,303.38 58.92 0.250 0.017 0.233
9764923 180 1-Mar-17 $398,668.00 80.00 0.250 0.017 0.108
9765316 180 1-Mar-17 $329,686.57 80.00 0.250 0.017 0.000
9765684 180 1-Mar-17 $382,748.50 80.00 0.250 0.017 0.358
9776256 180 1-Mar-17 $478,418.68 56.47 0.250 0.017 0.233
9867919 180 1-Feb-17 $168,912.49 31.48 0.250 0.017 0.608
9869306 180 1-Apr-17 $386,847.00 45.67 0.250 0.017 0.000
9869951 180 1-Mar-17 $386,195.71 60.55 0.250 0.017 0.000
9869964 180 1-Mar-17 $738,717.15 43.60 0.250 0.017 0.000
9871726 180 1-Feb-17 $730,195.88 63.91 0.250 0.017 0.358
9872645 180 1-Apr-17 $550,000.00 37.29 0.250 0.017 0.000
9872747 180 1-Apr-17 $450,000.00 32.14 0.250 0.017 0.233
9874735 180 1-Mar-17 $334,869.05 80.00 0.250 0.017 0.000
9875438 180 1-Apr-17 $650,000.00 33.33 0.250 0.017 0.000
9876410 180 1-Feb-17 $438,432.66 51.33 0.250 0.017 0.000
9877190 180 1-Mar-17 $397,831.42 55.44 0.250 0.017 0.000
9877343 180 1-Feb-17 $471,759.77 47.98 FX15YR 0.250 0.017 0.000
9877651 180 1-Apr-17 $360,000.00 46.45 0.250 0.017 0.000
9877654 180 1-Mar-17 $423,599.87 45.95 0.250 0.017 0.233
9877953 180 1-Mar-17 $491,340.61 49.55 0.250 0.017 0.000
9878893 180 1-Feb-17 $347,083.12 50.00 0.250 0.017 0.483
9879177 180 1-Apr-17 $382,691.00 64.86 0.250 0.017 0.108
9886753 180 1-Jan-17 $346,522.09 72.92 0.250 0.017 0.233
9887256 180 1-Feb-17 $517,520.92 52.10 0.250 0.017 0.108
9887624 180 1-Apr-17 $440,000.00 38.26 0.250 0.017 0.358
9889394 180 1-Apr-17 $565,350.00 61.45 0.250 0.017 0.733
9890686 180 1-Feb-17 $566,234.19 59.38 0.250 0.017 0.233
9891081 180 1-Apr-17 $385,000.00 66.38 0.250 0.017 0.233
9891560 180 1-Mar-17 $391,804.96 51.72 0.250 0.017 0.233
9891868 180 1-Feb-17 $234,490.29 55.53 0.250 0.017 0.608
9892231 180 1-Mar-17 $347,587.80 60.66 0.250 0.017 0.000
9894295 180 1-Mar-17 $229,266.45 61.83 0.250 0.017 0.608
9895150 180 1-Mar-17 $597,958.75 79.98 0.250 0.017 0.000
9895250 180 1-Jan-17 $49,497.83 72.46 0.250 0.017 0.108
9897192 180 1-Mar-17 $788,095.11 69.99 0.250 0.017 0.233
9897384 180 1-Mar-17 $398,682.24 44.44 0.250 0.017 0.233
9899068 180 1-Mar-17 $553,151.85 44.40 0.250 0.017 0.108
9899710 180 1-Apr-17 $562,500.00 60.55 0.250 0.017 0.358
9901361 180 1-Mar-17 $647,858.63 40.63 0.250 0.017 0.233
9902024 180 1-Feb-17 $794,657.83 43.24 0.250 0.017 0.108
9902886 180 1-Mar-17 $326,976.37 58.89 0.250 0.017 0.858
9903226 180 1-Mar-17 $217,312.22 53.17 0.250 0.017 0.733
9903467 180 1-Apr-17 $465,000.00 42.27 0.250 0.017 0.358
9904661 180 1-Apr-17 $376,750.00 53.82 0.250 0.017 0.608
9905099 180 1-Mar-17 $375,771.31 55.85 0.250 0.017 0.358
9906820 180 1-Mar-17 $637,980.82 64.00 0.250 0.017 0.733
9907123 180 1-Feb-17 $416,236.77 60.43 0.250 0.017 0.358
9908396 180 1-Feb-17 $337,599.46 59.65 0.250 0.017 0.000
9911769 180 1-Mar-17 $348,859.31 72.92 0.250 0.017 0.358
9913429 180 1-Apr-17 $450,000.00 35.86 0.250 0.017 0.358
9913664 180 1-Apr-17 $338,000.00 75.11 0.250 0.017 0.358
9915981 180 1-Mar-17 $338,891.90 67.59 0.250 0.017 0.358
9916147 180 1-Mar-17 $483,518.01 70.00 0.250 0.017 0.358
9916260 180 1-Apr-17 $558,750.00 75.00 0.250 0.017 0.358
9916332 180 1-Apr-17 $425,000.00 50.60 0.250 0.017 0.000
9916656 180 1-Dec-16 $384,759.29 42.42 0.250 0.017 0.108
9917441 180 1-Mar-17 $423,629.76 40.48 0.250 0.017 0.483
9919135 180 1-Mar-17 $503,300.22 61.21 0.250 0.017 0.000
9922951 180 1-Mar-17 $463,500.80 48.95 0.250 0.017 0.483
9923443 180 1-Apr-17 $491,275.00 65.07 0.250 0.017 0.358
9923713 180 1-Apr-17 $203,000.00 70.00 0.250 0.017 0.233
9923866 180 1-Mar-17 $275,110.14 46.00 0.250 0.017 0.483
9924333 180 1-Apr-17 $324,468.00 45.38 0.250 0.017 0.358
9924487 180 1-Mar-17 $518,230.92 80.00 0.250 0.017 0.000
9924996 180 1-Nov-16 $491,586.08 65.79 0.250 0.017 0.108
9925371 180 1-Nov-16 $320,890.76 66.68 0.250 0.017 0.608
9925610 180 1-Mar-17 $333,919.93 67.00 0.250 0.017 0.483
9925695 180 1-Mar-17 $478,469.09 33.68 0.250 0.017 0.608
9926014 180 1-Apr-17 $322,364.00 42.98 0.250 0.017 0.483
9926124 180 1-Nov-16 $544,677.36 46.17 0.250 0.017 0.108
9926145 120 1-Oct-11 $364,615.80 19.38 0.250 0.017 0.608
9926232 180 1-Mar-17 $368,781.07 52.86 FX15YR 0.250 0.017 0.233
9926271 180 1-Mar-17 $328,877.31 52.38 0.250 0.017 0.000
9926357 180 1-Feb-17 $396,260.66 21.05 0.250 0.017 0.858
9926717 180 1-Apr-17 $321,000.00 73.29 0.250 0.017 0.608
9927244 180 1-Nov-16 $614,592.86 79.11 0.250 0.017 0.233
9928309 180 1-Mar-17 $302,510.85 74.57 0.250 0.017 0.358
9929225 180 1-Mar-17 $404,610.27 41.00 0.250 0.017 0.483
9929402 180 1-Apr-17 $437,000.00 31.21 0.250 0.017 0.233
9929523 180 1-Mar-17 $419,613.05 64.77 0.250 0.017 0.233
9929560 180 1-Apr-17 $358,000.00 57.28 0.250 0.017 0.483
9929574 180 1-Apr-17 $319,920.00 78.71 0.250 0.017 0.000
9929839 180 1-Apr-17 $345,000.00 69.00 0.250 0.017 0.483
9930053 180 1-Mar-17 $326,240.16 65.46 0.250 0.017 0.608
9930126 180 1-Apr-17 $400,000.00 80.00 0.250 0.017 0.608
9930184 180 1-Mar-17 $473,485.04 39.58 0.250 0.017 0.608
9930996 180 1-Mar-17 $363,835.88 44.24 0.250 0.017 0.608
9931063 180 1-Mar-17 $371,823.20 42.63 0.250 0.017 0.733
9932222 180 1-Mar-17 $466,523.48 74.88 0.250 0.017 0.733
9932504 180 1-Dec-16 $369,037.20 79.99 0.250 0.017 0.483
9932827 180 1-Dec-16 $363,006.55 67.65 0.250 0.017 0.000
9935097 180 1-Apr-17 $415,000.00 66.40 0.250 0.017 0.483
9936626 180 1-Mar-17 $140,016.88 66.90 0.250 0.017 0.000
9936982 180 1-Apr-17 $392,000.00 44.04 0.250 0.017 0.608
9937175 180 1-Apr-17 $434,000.00 82.67 24 0.250 0.017 0.233
9939449 180 1-Apr-17 $609,000.00 46.85 0.250 0.017 0.000
9939533 180 1-Jan-17 $574,112.80 80.00 0.250 0.017 0.000
9939685 180 1-Feb-17 $840,172.32 73.54 0.250 0.017 0.358
9939706 180 1-Mar-17 $324,439.16 52.08 0.250 0.017 0.358
9940129 180 1-Mar-17 $223,086.22 53.67 0.250 0.017 0.608
9942167 180 1-Apr-17 $517,300.00 39.79 0.250 0.017 0.000
9943253 180 1-Mar-17 $647,835.50 50.00 0.250 0.017 0.108
9943381 180 1-Apr-17 $557,500.00 22.30 0.250 0.017 0.358
9943750 180 1-Mar-17 $411,624.70 79.88 0.250 0.017 0.108
9944014 180 1-Mar-17 $459,964.68 55.60 0.250 0.017 0.233
9944244 180 1-Mar-17 $479,545.36 50.65 0.250 0.017 0.000
9944405 180 1-Mar-17 $360,142.20 39.91 0.250 0.017 0.233
9944477 180 1-Mar-17 $437,538.13 60.14 0.250 0.017 0.108
9945246 180 1-Apr-17 $389,728.00 59.96 0.250 0.017 0.358
9945815 180 1-Apr-17 $437,000.00 66.21 0.250 0.017 0.233
9945874 180 1-Mar-17 $416,652.33 38.00 0.250 0.017 0.483
9946054 180 1-Mar-17 $499,830.00 19.67 0.250 0.017 0.108
9947635 180 1-Mar-17 $559,749.86 44.34 0.250 0.017 0.233
9947895 180 1-Apr-17 $475,000.00 67.66 0.250 0.017 0.000
9948006 180 1-Apr-17 $307,200.00 55.75 0.250 0.017 0.358
9948011 180 1-Apr-17 $67,000.00 61.75 0.250 0.017 0.483
9948158 180 1-Mar-17 $598,023.35 46.15 0.250 0.017 0.233
9950178 180 1-Apr-17 $400,000.00 50.00 GD 1YR 0.250 0.017 0.000
9951435 180 1-Mar-17 $227,264.90 58.46 0.250 0.017 0.483
9951572 180 1-Mar-17 $398,668.00 63.75 0.250 0.017 0.108
9951676 180 1-Apr-17 $525,000.00 70.00 0.250 0.017 0.358
9952878 180 1-Apr-17 $308,855.00 47.52 0.250 0.017 0.233
9953287 180 1-Mar-17 $491,410.52 35.21 0.250 0.017 0.483
9954120 180 1-Apr-17 $143,000.00 62.72 0.250 0.017 0.108
9955721 180 1-Apr-17 $541,000.00 66.79 0.250 0.017 0.608
9955918 180 1-Apr-17 $400,000.00 19.05 0.250 0.017 0.233
9957638 180 1-Apr-17 $467,000.00 68.68 0.250 0.017 0.000
9958810 180 1-Mar-17 $595,312.50 65.22 0.250 0.017 0.358
9959131 180 1-Mar-17 $374,747.92 80.00 0.250 0.017 0.108
9960793 180 1-Apr-17 $175,000.00 43.75 0.250 0.017 0.483
9960861 180 1-Apr-17 $350,000.00 18.92 0.250 0.017 0.233
9961720 180 1-Mar-17 $299,740.95 69.93 0.250 0.017 0.608
9961725 180 1-Apr-17 $491,600.00 80.00 0.250 0.017 0.000
9962540 180 1-Mar-17 $592,975.76 70.00 0.250 0.017 0.000
9962861 180 1-Mar-17 $365,816.76 57.98 0.250 0.017 0.483
9963570 180 1-Mar-17 $465,461.50 58.01 0.250 0.017 0.233
9963578 180 1-Apr-17 $349,700.00 49.60 0.250 0.017 0.483
9965966 180 1-Mar-17 $523,343.65 70.00 0.250 0.017 0.733
9966075 180 1-Mar-17 $508,246.33 71.83 0.250 0.017 0.000
9966400 180 1-Apr-17 $500,000.00 41.67 0.250 0.017 0.358
9966915 180 1-Apr-17 $350,000.00 29.17 0.250 0.017 0.233
9967332 180 1-Mar-17 $508,337.86 40.00 0.250 0.017 0.358
9967422 180 1-Mar-17 $495,861.03 69.97 0.250 0.017 0.233
9968660 180 1-Apr-17 $400,000.00 79.52 0.250 0.017 0.000
9969196 180 1-Mar-17 $418,660.46 56.00 0.250 0.017 0.608
9970058 180 1-Apr-17 $412,700.00 41.11 0.250 0.017 0.233
9970199 180 1-Apr-17 $355,000.00 68.53 0.250 0.017 0.108
9970728 180 1-Mar-17 $423,744.19 56.68 0.250 0.017 0.608
9971752 180 1-Apr-17 $150,000.00 51.72 0.250 0.017 0.858
9972239 180 1-Apr-17 $500,000.00 55.56 0.250 0.017 0.233
9972971 180 1-Mar-17 $360,421.50 80.00 0.250 0.017 0.358
9973003 180 1-Mar-17 $328,912.84 38.82 0.250 0.017 0.233
9973007 180 1-Apr-17 $436,000.00 62.29 0.250 0.017 0.358
9973347 180 1-Apr-17 $140,000.00 70.00 0.250 0.017 0.483
9973661 180 1-Mar-17 $498,317.05 39.22 0.250 0.017 0.000
9973788 180 1-Apr-17 $315,009.00 58.77 0.250 0.017 0.233
9973886 180 1-Mar-17 $474,431.86 61.42 0.250 0.017 0.233
9973888 180 1-Apr-17 $349,750.00 30.41 0.250 0.017 0.000
9973948 180 1-Apr-17 $470,000.00 67.14 0.250 0.017 0.608
9973988 180 1-Mar-17 $601,774.57 74.92 0.250 0.017 0.608
9974348 180 1-Mar-17 $473,950.30 67.45 0.250 0.017 0.358
9975408 180 1-Mar-17 $446,508.15 69.91 0.250 0.017 0.108
9975435 180 1-Apr-17 $336,674.00 77.40 0.250 0.017 0.483
9975534 180 1-Mar-17 $348,821.93 62.39 0.250 0.017 0.000
9976076 180 1-Apr-17 $450,000.00 61.22 0.250 0.017 0.000
9977179 180 1-Apr-17 $500,000.00 67.57 0.250 0.017 0.358
9977237 180 1-Mar-17 $478,418.68 80.00 0.250 0.017 0.233
9977391 180 1-Apr-17 $405,000.00 68.07 0.250 0.017 0.000
9977903 180 1-Apr-17 $580,000.00 53.95 0.250 0.017 0.483
9977921 180 1-Mar-17 $647,926.91 34.03 0.250 0.017 0.608
9978738 180 1-Apr-17 $400,000.00 60.15 GD 3YR 0.250 0.017 0.000
9978798 180 1-Mar-17 $498,352.79 68.03 0.250 0.017 0.233
9978925 180 1-Mar-17 $350,913.39 80.00 0.250 0.017 0.983
9979648 180 1-Apr-17 $510,000.00 68.00 0.250 0.017 0.483
9979978 180 1-Apr-17 $350,000.00 79.23 0.250 0.017 0.233
9981474 180 1-Apr-17 $400,000.00 57.55 0.250 0.017 0.483
9981608 180 1-Apr-17 $517,249.59 51.23 0.250 0.017 0.233
9981827 180 1-Apr-17 $65,000.00 56.52 0.250 0.017 0.233
9981885 180 1-Apr-17 $372,000.00 71.54 0.250 0.017 0.108
9982215 180 1-Jan-17 $724,024.20 68.19 0.250 0.017 0.000
9982238 180 1-Jan-17 $851,270.69 57.33 0.250 0.017 0.000
9982270 180 1-Jan-17 $742,392.23 58.59 0.250 0.017 0.108
9982295 180 1-Apr-17 $500,000.00 45.83 0.250 0.017 0.000
9982344 180 1-Apr-17 $500,000.00 61.92 0.250 0.017 0.000
9982428 180 1-Apr-17 $371,000.00 76.49 0.250 0.017 0.233
9982553 180 1-Mar-17 $647,388.54 68.42 0.250 0.017 0.358
9983042 180 1-Mar-17 $950,109.60 75.00 0.250 0.017 0.233
9983299 180 1-Mar-17 $388,402.29 90.00 01 0.250 0.017 0.108
9983351 180 1-Mar-17 $332,975.46 55.68 0.250 0.017 0.000
9983947 180 1-Feb-17 $496,696.67 23.81 0.250 0.017 0.233
9983987 180 1-Apr-17 $339,000.00 49.85 0.250 0.017 0.000
9985260 180 1-Apr-17 $366,800.00 70.00 0.250 0.017 0.483
9986262 180 1-Apr-17 $583,000.00 43.19 0.250 0.017 0.233
9986497 180 1-Feb-17 $645,751.48 54.17 0.250 0.017 0.358
9986519 180 1-Jan-17 $635,928.88 53.54 0.250 0.017 0.000
9986533 180 1-Jan-17 $498,419.99 60.09 0.250 0.017 0.000
9986536 180 1-Feb-17 $422,192.17 60.71 0.250 0.017 0.233
9986559 180 1-Feb-17 $536,470.44 44.08 0.250 0.017 0.358
9986970 180 1-Apr-17 $540,000.00 68.35 0.250 0.017 0.233
9987689 180 1-Mar-17 $551,266.22 80.00 0.250 0.017 0.000
9987731 180 1-Mar-17 $478,401.60 70.59 0.250 0.017 0.108
9987889 180 1-Nov-16 $360,888.94 49.93 0.250 0.017 0.233
9987925 180 1-Jan-17 $637,600.65 80.00 0.250 0.017 0.233
9987982 180 1-Jan-17 $643,402.27 31.71 0.250 0.017 0.000
9988041 180 1-Feb-17 $551,120.08 61.63 0.250 0.017 0.483
9988056 180 1-Jan-17 $643,609.60 67.71 0.250 0.017 0.358
9988261 180 1-Feb-17 $402,295.55 46.29 0.250 0.017 0.108
9988470 180 1-Mar-17 $219,267.40 66.67 0.250 0.017 0.108
9988753 180 1-Apr-17 $429,925.00 66.14 0.250 0.017 0.000
9989261 180 1-Mar-17 $438,550.46 48.62 0.250 0.017 0.233
9989319 180 1-Jan-17 $633,774.83 45.71 0.250 0.017 0.483
9989343 180 1-Feb-17 $619,877.45 52.00 0.250 0.017 0.233
9989763 180 1-Feb-17 $421,168.66 65.23 0.250 0.017 0.108
9989810 180 1-Feb-17 $511,560.99 61.46 0.250 0.017 0.108
9989850 180 1-Feb-17 $492,792.70 80.00 0.250 0.017 0.483
9989867 180 1-Feb-17 $397,413.47 29.20 0.250 0.017 0.483
9989936 180 1-Feb-17 $397,357.34 78.97 0.250 0.017 0.233
9990031 180 1-Apr-17 $368,800.00 80.00 0.250 0.017 0.483
9990370 180 1-Apr-17 $424,600.00 51.47 0.250 0.017 0.483
9990997 180 1-Mar-17 $454,198.74 79.25 0.250 0.017 0.233
9991144 180 1-Apr-17 $359,500.00 69.13 0.250 0.017 0.233
9991293 180 1-Jan-17 $306,853.39 79.08 0.250 0.017 0.000
9993688 180 1-Apr-17 $444,000.00 63.43 0.250 0.017 0.233
$349,770,802.04
COUNT: 743
WAC: 6.508219791
WAM: 178.0133127
WALTV: 58.03379393
EXHIBIT F-2A
[Schedule of Other Servicer Mortgage Loans in Group I]
WFMBS
WFMBS 2002-08 GROUP I LOANS EXHIBIT F-2A
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii)
-------- --------------- ----- ----- -------- -------- -------- ---------- --------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
-------- --------------- ----- ----- -------- -------- -------- ---------- --------
9915918 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,900.84 360
5993960 XXXXXX XX 00000 SFD 7.250 6.500 $818.61 360
6006176 XXXXXXX XX 00000 SFD 7.250 6.500 $1,320.01 360
9880276 XXXX XXXX XX 00000 SFD 7.375 6.500 $994.57 360
9919843 XXXXXXXX XX 00000 PUD 6.875 6.500 $3,580.58 360
9946829 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,724.11 360
9949284 XXX XXXXXXX XX 00000 SFD 7.250 6.500 $3,577.35 345
4262733 XXX XXXX XX 00000 SFD 7.875 6.500 $2,465.24 360
4291277 XXXXX XXXXXXX XX 00000 SFD 7.750 6.500 $2,791.14 360
9889856 XXX XXXXXXXX XX 00000 SFD 7.125 6.500 $2,231.04 240
9889980 XXXXXXXXX XX 00000 SFD 7.500 6.500 $3,915.61 360
4313420 XXXXXXX XX 00000 SFD 7.250 6.500 $2,643.43 360
4325012 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $3,094.23 360
4339881 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,602.66 360
9946683 BLACK XXXX XX 00000 SFD 7.625 6.500 $2,201.24 360
4285468 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,180.15 360
4295303 XXXXXXXX XX 00000 SFD 7.625 6.500 $6,440.93 360
4331339 XXXXXXXXX XX 00000 PUD 7.750 6.500 $2,579.09 360
4354050 XXXXXXX XX 00000 SFD 7.750 6.500 $2,636.40 360
9936891 XXXXX XX 00000 SFD 6.875 6.500 $2,570.56 360
9938838 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,794.28 360
9938860 XXXXXXX XX 00000 PUD 6.875 6.500 $2,339.32 360
9938933 XXXXXXX XX 00000 SFD 6.625 6.358 $4,799.13 360
9939233 XXXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,634.60 360
9953149 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,655.89 360
9953188 XXXXXXX XX 00000 SFD 6.750 6.483 $2,457.34 360
9953538 XXXXXXXXXX XX 00000 PUD 6.750 6.483 $3,891.59 360
9953593 XXXXXXXXXX XX 00000 SFD 6.625 6.358 $4,162.03 360
9953762 XXXXXX XX 00000 SFD 6.875 6.500 $3,218.96 360
9955959 XXXXXXX XX 00000 SFD 7.125 6.500 $4,379.18 360
9956014 XXXXXXX XX 00000 HCO 7.500 6.500 $3,703.04 360
9956048 XXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
9956146 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,605.05 360
9956161 XXXXX XX 00000 SFD 7.125 6.500 $4,621.71 360
9956209 XXXXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
9956284 XXXXXXXXX XX 00000 SFD 7.000 6.500 $4,989.77 360
9937455 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,737.42 360
9954721 XXXXXX XX 00000 SFD 7.125 6.500 $2,331.07 360
9955260 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,092.32 360
9966897 XXXX XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,204.64 360
9967017 XXXXXXXX XXXX XX 00000 SFD 7.125 6.500 $2,802.67 360
9967182 XXXXX XX XXXXX XX 00000 SFD 7.125 6.500 $2,560.13 360
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- --------- -------------- ----- ------- --------- ------- ------- --------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- --------- -------------- ----- ------- --------- ------- ------- --------
9915918 1-Feb-32 $419,358.86 53.85 0.250 0.017 0.608
5993960 1-Feb-32 $119,812.21 56.07 0.250 0.017 0.483
6006176 1-Jan-32 $193,044.41 90.00 38 0.250 0.017 0.483
9880276 1-Dec-31 $143,557.67 87.27 38 0.250 0.017 0.608
9919843 1-Dec-31 $543,181.18 49.55 0.250 0.017 0.108
9946829 1-Mar-32 $419,638.39 75.00 0.250 0.017 0.000
9949284 1-Nov-30 $517,101.60 79.08 0.250 0.017 0.483
4262733 1-Jun-31 $337,589.77 80.00 0.250 0.017 1.108
4291277 1-Jul-31 $387,060.32 80.00 0.250 0.017 0.983
9889856 1-Nov-21 $282,273.56 73.08 0.250 0.017 0.358
9889980 1-Oct-31 $557,467.05 77.24 0.250 0.017 0.733
4313420 1-Oct-31 $385,658.67 73.81 0.250 0.017 0.483
4325012 1-Sep-31 $445,569.28 80.00 0.250 0.017 0.608
4339881 1-Oct-31 $389,247.77 71.13 0.250 0.017 0.233
9946683 1-Sep-31 $309,394.00 88.86 6 0.250 0.017 0.858
4285468 1-Jun-31 $473,977.37 70.81 0.250 0.017 0.233
4295303 1-Jul-31 $903,919.35 36.40 0.250 0.017 0.858
4331339 1-Aug-31 $357,920.74 75.00 0.250 0.017 0.983
4354050 1-Jul-31 $365,366.04 80.00 0.250 0.017 0.983
9936891 1-Dec-31 $389,973.71 79.86 0.250 0.017 0.108
9938838 1-Nov-31 $418,033.18 80.00 0.250 0.017 0.233
9938860 1-Dec-31 $354,775.38 61.93 0.250 0.017 0.108
9938933 1-Dec-31 $746,832.94 68.14 0.250 0.017 0.000
9939233 1-Dec-31 $394,689.31 89.80 12 0.250 0.017 0.233
9953149 1-Dec-31 $397,879.62 79.36 0.250 0.017 0.233
9953188 1-Dec-31 $376,796.92 80.00 0.250 0.017 0.000
9953538 1-Dec-31 $597,807.11 79.54 0.250 0.017 0.000
9953593 1-Dec-31 $647,686.98 36.11 0.250 0.017 0.000
9953762 1-Dec-31 $488,253.03 70.00 0.250 0.017 0.108
9955959 1-Dec-31 $647,902.19 70.27 0.250 0.017 0.358
9956014 1-Dec-31 $528,013.03 80.00 0.250 0.017 0.733
9956048 1-Dec-31 $647,705.92 74.54 0.250 0.017 0.108
9956146 1-Dec-31 $707,534.09 50.71 0.250 0.017 0.000
9956161 1-Dec-31 $683,786.05 70.00 0.250 0.017 0.358
9956209 1-Dec-31 $647,796.83 69.91 0.250 0.017 0.108
9956284 1-Dec-31 $747,519.32 46.88 0.250 0.017 0.233
9937455 1-Dec-31 $390,108.64 90.00 33 0.250 0.017 0.733
9954721 1-Nov-31 $344,600.00 53.23 0.250 0.017 0.358
9955260 1-Dec-31 $317,420.44 84.93 0.250 0.017 0.108
9966897 1-Nov-31 $317,970.53 80.00 0.250 0.017 0.608
9967017 1-Oct-31 $413,974.12 80.00 0.250 0.017 0.358
9967182 1-Nov-31 $378,462.45 80.00 0.250 0.017 0.358
$19,136,660.03
COUNT: 42
WAC: 7.120054352
WAM: 352.8569967
WALTV: 69.55569436
WFMBS
WFMBS 2002-08 GROUP I LOANS EXHIBIT F-2A Continued
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (xvii) (xviii)
----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ------------------------- -------------------------
9915918 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5993960 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
6006176 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
9880276 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
9919843 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4291277 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889856 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889980 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4313420 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4325012 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4339881 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
9946683 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4285468 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4295303 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4331339 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4354050 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9936891 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9938838 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9938860 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9938933 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9939233 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9953149 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9953188 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9953538 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9953593 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9953762 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9955959 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9956014 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9956048 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9956146 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9956161 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9956209 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9956284 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9937455 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9954721 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9955260 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9966897 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9967017 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9967182 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
COUNT: 42
WAC: 7.120054352
WAM: 352.8569967
WALTV: 69.55569436
EXHIBIT F-2B
[Schedule of Other Servicer Mortgage Loans in Group II]
WFMBS
WFMBS 2002-08 GROUP II LOANS EXHIBIT F-2B
15 YEAR FIXED RATE NON-RELOCATION & RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii)
----- -------------- ----- ----- -------- -------- -------- ---------- --------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
-------- -------------- ----- ----- -------- -------- -------- ---------- --------
9940415 XXXXXX XXXXXXX XX 00000 SFD 6.500 6.000 $3,919.98 180
4297426 XXXXX XXXX XX 00000 SFD 6.875 6.000 $4,352.25 180
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
----- --------- ----------- ----- ------- --------- ------- ------- --------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- --------- ----------- ----- ------- --------- ------- ------- --------
9940415 1-Mar-17 $448,517.52 78.26 0.250 0.017 0.233
4297426 1-Oct-16 $478,526.72 63.38 0.250 0.017 0.608
$927,044.24
COUNT: 2
WAC: 6.693569532
WAM: 176.4190729
WALTV: 70.57916096
WFMBS
WFMBS 2002-08 GROUP II LOANS EXHIBIT F-2B Continued
15 YEAR FIXED RATE NON-RELOCATION & RELOCATION LOANS
(i) (xvii) (xviii)
-------- ------------------------ ------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ------------------------ ------------------------
9940415 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
COUNT: 2
WAC: 6.693569532
WAM: 176.4190729
WALTV: 70.57916096
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS
To: Wells Fargo Bank Minnesota, National Association
0000 00xx Xxxxxx X.X.
Xxxxxxxxxxx., XX 00000
Attn: ________________
Re: Custodial Agreement, dated as of April 29, 2002, among First Union
National Bank, as Trustee, Wells Fargo Asset Securities Corporation,
as Seller, Wells Fargo Bank Minnesota, National Association, as
Master Servicer, and Wells 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
---------
Wells 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 Wells Fargo Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2002-8, Class [A-R][A-LR]
Certificate (the "Class [A-R][A-LR] Certificate") for the account of, or as
agent (including a broker, nominee, or other middleman) for, any person or
entity from which it has not received an affidavit substantially in the form of
this affidavit. For these purposes, a "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class [A-R][A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class [A-R][A-LR] Certificate in excess of cash
flows generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the 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 [A-R][A-LR] Certificate to
it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class [A-R][A-LR]
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class A-R Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the [Upper-Tier
REMIC][Lower-Tier REMIC] pursuant to Section 8.14 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 20__.
[NAME OF PURCHASER]
By:____________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of __________, 20__.
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 20__.
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Wells Fargo Asset Securities Corporation,
Series 2002-8, Class [A-R][A-LR]
----------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
EXHIBIT J
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2002-8
CLASS [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Wells Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Wells Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-8,
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 April 29, 2002 (the "Pooling and Servicing
Agreement") among Wells Fargo Asset Securities Corporation, as seller (the
"Seller"), Wells Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), of Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2002-8.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the 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
National City Mortgage Co. Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
HomeSide Lending Inc. Servicing Agreement
HSBC Mortgage Corporation (USA) Servicing Agreement
Hibernia National Bank Servicing Agreement
CUNA Mutual Mortgage Corporation Servicing Agreement
Colonial Savings, F.A. Servicing Agreement
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of , between Wells Fargo Bank
Minnesota, National Association (the "Company" and "Wells Fargo Bank") and (the
"Purchaser").
PRELIMINARY STATEMENT
__________________ is the holder of the entire interest in Wells Fargo Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 2002-8, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of April 29, 2002 among Wells
Fargo Asset Securities Corporation, as seller (the "Seller"), Wells Fargo Bank
Minnesota, National Association, as Master Servicer and First Union National
Bank, as 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
McGraw-Hill 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 "Wells Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2002-8." Amounts held in the Collateral Fund
shall continue to be the property of the Purchaser, subject to the first
priority security interest granted hereunder for the benefit of the
Certificateholders, until withdrawn from the Collateral Fund pursuant to Section
2.02 or 2.03 hereof. The Collateral Fund shall be an "outside reserve fund"
within the meaning of the REMIC Provisions, beneficially owned by the Purchaser
for federal income tax purposes. All income, gain, deduction or loss with
respect to the Collateral Fund shall be that of the Purchaser. All distributions
from the Trust Fund to the Collateral Fund shall be treated as distributed to
the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 Notices
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Wells Fargo Bank Minnesota, National Association
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, XX 00000
Attention: Vice President, Master Servicing
Phone: 000-000-0000
Fax: 000-000-0000
(b) in the case of the Purchaser,
------------------------------
------------------------------
------------------------------
Attention:
--------------------
Section 4.05 Severability of Provisions
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 Successors and Assigns
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07 Article and Section Headings
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Wells Fargo Bank Minnesota, National
Association
By:
------------------------------------
Name:
Title:
-----------------------------
By:
------------------------------------
Name:
Title:
EXHIBIT N
FORM OF INITIAL CERTIFICATION OF THE CUSTODIAN
April 29, 2002
Wells Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: The Pooling and Servicing Agreement, dated April 29, 2002, among
Wells Fargo Asset Securities Corporation, as Seller, Wells Fargo
Bank Minnesota, National Association, as Master Servicer, and First
Union National Bank, as Trustee.
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.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Custodian on behalf of the Trustee
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
EXHIBIT O
FORM OF FINAL CERTIFICATION OF THE CUSTODIAN
[ ]
---------- --, ----
Wells Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: The Pooling and Servicing Agreement, dated April 29, 2002, among
Wells Fargo Asset Securities Corporation, as Seller, Wells Fargo
Bank Minnesota, National Association, as Master Servicer, and First
Union National Bank, as Trustee.
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.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Custodian on behalf of the Trustee
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
SCHEDULE X
Xxxxx Fargo Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2002-8
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------------------------------- ------------------ -------------------
WFHM (Exhibits F-1A and F-1B) Mid-Month Mid-Month
National City Mortgage Co. Mid-Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
Hibernia National Bank Mid-Month Prior Month
CUNA Mutual Mortgage Corporation Mid-Month Prior Month
Colonial Savings, F.A. Mid-Month Prior Month
--------------------------------------------------------------------------------
