-------------------------------------------------------------------
XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of June 28, 2001
$712,468,297.52
Mortgage Pass-Through Certificates
Series 2001-15
-----------------------------------------------------------------
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions...................................................
Section 1.02 Acts of Holders...............................................
Section 1.03 Effect of Headings and Table of Contents......................
Section 1.04 Benefits of Agreement.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by Trust Administrator.............................
Section 2.03 Representations and Warranties of the Master Servicer
and the Seller..............................................
Section 2.04 Execution and Delivery of Certificates........................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date...........................
Section 2.06 Optional Substitution of Mortgage Loans.......................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account...........................................
Section 3.02 Permitted Withdrawals from the Certificate Account............
Section 3.03 Advances by Master Servicer and Trust Administrator...........
Section 3.04 Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files........................
Section 3.05 Reports to the Trust Administrator; Annual Compliance
Statements..................................................
Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan....
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions.........................
Section 3.08 Oversight of Servicing........................................
Section 3.09 Termination and Substitution of Servicing Agreements..........
Section 3.10 Application of Net Liquidation Proceeds.......................
Section 3.11 Act Reports...................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.................................................
Section 4.02 Allocation of Realized Losses.................................
Section 4.03 Paying Agent..................................................
Section 4.04 Statements to Certificateholders;
Report to the Trust Administrator and the Seller............
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........
Section 4.06 Distributions in Reduction of the Class II-A-10,
Class II-A-11, Class II-A-12, Class II-A-13,
Class II-A-15 or Class II-A-17 Certificates.................
Section 4.07 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer..............
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..............................................
Section 5.02 Registration of Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04 Persons Deemed Owners.........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses.....
Section 5.06 Maintenance of Office or Agency...............................
Section 5.07 Definitive Certificates.......................................
Section 5.08 Notices to Clearing Agency....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...............
Section 6.02 Merger or Consolidation of the Seller or the Master Servicer..
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others.........................................
Section 6.04 Resignation of the Master Servicer............................
Section 6.05 Compensation to the Master Servicer...........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.........
Section 6.07 Indemnification of Trustee, the Trust Administrator
and Seller by Master Servicer...............................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.............................................
Section 7.02 Other Remedies of Trustee.....................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default...................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default...................
Section 7.05 Trust Administrator to Act; Appointment of Successor..........
Section 7.06 Notification to Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator.................
Section 8.02 Certain Matters Affecting the Trustee and the
Trust Administrator.........................................
Section 8.03 Neither the Trustee Nor the Trust Administrator Required
to Make Investigation.......................................
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans..............................
Section 8.05 Trustee and Trust Administrator May Own Certificates..........
Section 8.06 The Master Servicer to Pay Fees and Expenses..................
Section 8.07 Eligibility Requirements......................................
Section 8.08 Resignation and Removal.......................................
Section 8.09 Successor.....................................................
Section 8.10 Merger or Consolidation.......................................
Section 8.11 Authenticating Agent..........................................
Section 8.12 Separate Trustees and Co-Trustees.............................
Section 8.13 Appointment of Custodians.....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions.................
Section 8.15 Monthly Advances..............................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or
Liquidation of All Mortgage Loans...........................
Section 9.02 Additional Termination Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment....................................................
Section 10.02 Recordation of Agreement.....................................
Section 10.03 Limitation on Rights of Certificateholders...................
Section 10.04 Governing Law; Jurisdiction..................................
Section 10.05 Notices......................................................
Section 10.06 Severability of Provisions...................................
Section 10.07 Special Notices to Rating Agencies...........................
Section 10.08 Covenant of Seller...........................................
Section 10.09 Recharacterization...........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off Date.................................................
Section 11.02 Cut-Off Date Aggregate Principal Balance.....................
Section 11.03 Original 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 11.06 Original Aggregate Non-PO Principal Balance..................
Section 11.07 Original Aggregate Subordinate 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 B-1 Fractional Interest.......................
Section 11.13 Original Class B-2 Fractional Interest.......................
Section 11.14 Original Class B-3 Fractional Interest.......................
Section 11.15 Original Class B-4 Fractional Interest.......................
Section 11.16 Original Class 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-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-3 - Form of Face of Class I-A-3 Certificate
EXHIBIT A-I-A-4 - Form of Face of Class I-A-4 Certificate
EXHIBIT A-I-A-5 - Form of Face of Class I-A-5 Certificate
EXHIBIT A-I-A-6 - Form of Face of Class I-A-6 Certificate
EXHIBIT A-I-A-7 - Form of Face of Class I-A-7 Certificate
EXHIBIT A-I-A-8 - Form of Face of Class I-A-8 Certificate
EXHIBIT A-I-A-9 - Form of Face of Class I-A-9 Certificate
EXHIBIT A-I-A-10 - Form of Face of Class I-A-10 Certificate
EXHIBIT A-I-A-11 - Form of Face of Class I-A-11 Certificate
EXHIBIT A-I-A-12 - Form of Face of Class I-A-12 Certificate
EXHIBIT A-I-A-13 - Form of Face of Class I-A-13 Certificate
EXHIBIT A-I-A-PO - Form of Face of Class I-A-PO Certificate
EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate
EXHIBIT A-I-A-LR - Form of Face of Class I-A-LR Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-2 - Form of Face of Class II-A-2 Certificate
EXHIBIT A-II-A-3 - Form of Face of Class II-A-3 Certificate
EXHIBIT A-II-A-4 - Form of Face of Class II-A-4 Certificate
EXHIBIT A-II-A-5 - Form of Face of Class II-A-5 Certificate
EXHIBIT A-II-A-6 - Form of Face of Class II-A-6 Certificate
EXHIBIT A-II-A-7 - Form of Face of Class II-A-7 Certificate
EXHIBIT A-II-A-8 - Form of Face of Class II-A-8 Certificate
EXHIBIT A-II-A-9 - Form of Face of Class II-A-9 Certificate
EXHIBIT A-II-A-10 - Form of Face of Class II-A-10 Certificate
EXHIBIT A-II-A-11 - Form of Face of Class II-A-11 Certificate
EXHIBIT A-II-A-12 - Form of Face of Class II-A-12 Certificate
EXHIBIT A-II-A-13 - Form of Face of Class II-A-13 Certificate
EXHIBIT A-II-A-14 - Form of Face of Class II-A-14 Certificate
EXHIBIT A-II-A-15 - Form of Face of Class II-A-15 Certificate
EXHIBIT A-II-A-16 - Form of Face of Class II-A-16 Certificate
EXHIBIT A-II-A-17 - Form of Face of Class II-A-17 Certificate
EXHIBIT A-II-A-18 - Form of Face of Class II-A-18 Certificate
EXHIBIT A-II-A-19 - Form of Face of Class II-A-19 Certificate
EXHIBIT A-II-A-20 - Form of Face of Class II-A-20 Certificate
EXHIBIT A-II-A-21 - Form of Face of Class II-A-21 Certificate
EXHIBIT A-II-A-22 - Form of Face of Class II-A-22 Certificate
EXHIBIT A-II-A-23 - Form of Face of Class II-A-23 Certificate
EXHIBIT A-II-A-PO - Form of Face of Class II-A-PO Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2001-15 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Type 1 Mortgage Loans in Loan Group I
EXHIBIT F-1B - Schedule of Type 1 Mortgage Loans in Loan Group II
EXHIBIT F-2 - Schedule of Type 2 Mortgage Loans in Loan Group I
EXHIBIT F-3A - Schedule of Other Servicer Mortgage Loans in
Group I
EXHIBIT F-3B - Schedule of Other Servicer Mortgage Loans in
Group II
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Reserved
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of June 28, 2001
executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST
COMPANY OF NEW YORK, as Trustee, and FIRST UNION NATIONAL BANK, as Trust
Administrator.
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
------------
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: For (a) the Class I-A-6 Certificates,
the earlier to occur of (i) the Distribution Date following the Distribution
Date on which the Principal Balances of the Class I-A-12 Certificates and Class
I-A-7E Component have been reduced to zero or (ii) the Subordination Depletion
Date, (b) the Class I-A-12 Certificates, the earlier to occur of (i) the
Distribution Date following the Distribution Date on which the Principal Balance
of the Class I-A-11 Certificates has been reduced to zero or (ii) the
Subordination Depletion Date, (c) the Class I-A-13 Certificates, the earlier to
occur of (i) the Distribution Date following the Distribution Date on which the
Principal Balances of the Class I-A-8 and Class I-A-9 Certificates have been
reduced to zero or (ii) the Subordination Depletion Date, (d) the Class II-A-7
Certificates, the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Principal Balances of Class II-A-5 and Class
II-A-6 Certificates have been reduced to zero or (ii)the Subordination Depletion
Date, (e) the Class II-A-23 Certificates, the earlier to occur of (i) the
Distribution Date following the Distribution Date on which the Principal Balance
of the Class II-A-22 Certificates has been reduced to zero or (ii) the
Subordination Depletion Date, (f) the Class I-A-7A Component, the earlier to
occur of (i) the Distribution Date following the Distribution Date on which the
Principal Balance of the Class I-A-2 Certificates has been reduced to zero or
(ii) the Subordination Depletion Date, (g) the Class I-A-7B Component, the
earlier to occur of (i) the Distribution Date following the Distribution Date on
which the Principal Balance of the Class I-A-5 Certificates has been reduced to
zero or (ii) the Subordination Depletion Date and (h) the Class I-A-7E
Component, the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Principal Balance of the Class I-A-12
Certificates has been reduced to zero or (ii) the Subordination Depletion Date.
Accrual Certificates: The Class I-A-6, Class I-A-12, Class I-A-13,
Class II-A-7 and Class II-A-23 Certificates.
Accrual Components: The Class I-A-7A, Class I-A-7B and Class I-A-7E
Components.
Accrual Distribution Amount: As to any Distribution Date and each
Class of Accrual Certificates and each Accrual Component prior to the applicable
Accretion Termination Date, an amount with respect to such Class or Component
equal to the sum of (i) the Group I-A Interest Percentage or Group II-A Interest
Percentage of such Class of Accrual Certificates or such Accrual Component of
the Current Group I-A Interest Distribution Amount or Current Group II-A
Interest Distribution Amount and (ii) the Group I-A Shortfall Percentage or
Group II-A Shortfall Percentage of such Class of Accrual Certificates or Accrual
Component of the amount distributed in respect of the applicable Group of Class
A Certificates pursuant to Paragraph second of Section 4.01(a)(i) on such
Distribution Date. As to any Distribution Date on or after the applicable
Accretion Termination Date for such Class or Component, zero.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Aggregate Class A Principal Balance and the Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Aggregate Class A Principal Balance and the Class B Principal Balance as of
the Determination Date succeeding such Distribution Date, (ii) the principal
portion of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to the Certificates with respect to such
Distribution Date and (iii) the aggregate amount that would have been
distributed to all Classes as principal in accordance with Section 4.01(a)(i)
and (ii) for such Distribution Date without regard to the provisos in the
definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal
Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount,
Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Aggregate Adjusted Pool Amount: With respect to any Distribution
Date, the sum of the Group I Adjusted Pool Amount and Group II Adjusted Pool
Amount.
Aggregate Class A Principal Balance: With respect to any
Determination Date, the sum of the Group I-A Principal Balance and Group II-A
Principal Balance.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans during the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans for
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans for which Liquidation Proceeds were received during the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Aggregate 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 (other than the Class I-A-7
Certificates) and Components.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group II-A Certificates.
Aggregate Non-PO Principal Balance: As of any Determination Date,
the sum of the Group I-A Non-PO Principal Balance, the Group II-A Non-PO
Principal Balance and the Class B Principal Balance as of such date.
Aggregate Subordinate Percentage: As to any Determination Date, the
Class B Principal Balance divided by the sum of the Group I Pool Balance (Non-PO
Portion) and the Group II Pool Balance (Non-PO Portion).
Agreement: This Pooling and Servicing Agreement and all amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Apportioned Class B Principal Distribution Amount: As to any
Distribution Date and any Class of Class B Certificates, the product of (i) the
applicable Class B Principal Distribution Amount less the amount, if any, that
would have been distributable to such Class pursuant to Section 4.01(a)(ii) that
is used to pay the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount as provided in Paragraph fourth of Section 4.01(a)(i) and (ii) the
Apportionment Fraction for such Class.
Apportioned Interest Accrual Amount: As to any Distribution Date and
either of the Group I Apportioned Principal Balance or Group II Apportioned
Principal Balance of a Class of Class B Certificates, an amount equal to the
product of (i) 1/12th of the Class B Pass-Through Rate and (ii) such Group I
Apportioned Principal Balance or Group II Apportioned Principal Balance as of
the Determination Date preceding such Distribution Date.
Apportionment Fraction: As to any Class of Class B Certificates and
(i) any Distribution Date occurring prior to the Subordination Depletion Date
and on or after the Distribution Date on which the Principal Balance of each
Class of one Group (other than the Class A-PO Certificates) has been reduced to
zero, a fraction, the numerator of which is the Class B Loan Group Optimal
Principal Amount for which the corresponding Class A Certificates (other than
the Class A-PO Certificates) are no longer outstanding and the denominator of
which is the applicable Class B Optimal Principal Amount without regard to the
proviso thereto.
Authenticating Agent: Any authenticating agent appointed by the
Trust Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution
Date, (b) interest earned through the business day preceding the applicable
Distribution Date on any Prepayments in Full remitted to the Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the Servicers to the
Master Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trust Administrator in writing
that such Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$193,863.05 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the
Subordination Depletion Date the Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1 Certificates,
Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates,
Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-8 Certificates,
Class I-A-9 Certificates, Class I-A-10 Certificates, Class I-A-11 Certificates,
Class I-A-12 Certificates, Class I-A-13 Certificates, Class II-A-1 Certificates,
Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-4 Certificates,
Class II-A-5 Certificates, Class II-A-6 Certificates, Class II-A-7 Certificates,
Class II-A-10 Certificates, Class II-A-11 Certificates, Class II-A-12
Certificates, Class II-A-13 Certificates, Class II-A-14 Certificates, Class
II-A-15 Certificates, Class II-A-16 Certificates, Class II-A-17 Certificates,
Class II-A-18 Certificates, Class II-A-19 Certificates, Class II-A-20
Certificates, Class II-A-21 Certificates, Class II-A-22 Certificates, Class
II-A-23 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates, beneficial ownership and transfers of which shall be evidenced
by, and made through, book entries by the Clearing Agency as described in
Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Cendant Servicing Agreement: The Servicing Agreement, dated April 1,
1998, between Cendant Mortgage Corporation (as successor to Xxxxxxx Xxxxx Credit
Corporation), as servicer, and WFHM, as owner.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trust Administrator.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-1 and
Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-2 and
Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class
I-A-2 Certificate.
Class I-A-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-3 and
Exhibit C hereto.
Class I-A-3 Certificateholder: The registered holder of a Class
I-A-3 Certificate.
Class I-A-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-4 and
Exhibit C hereto.
Class I-A-4 Certificateholder: The registered holder of a Class
I-A-4 Certificate.
Class I-A-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-5 and
Exhibit C hereto.
Class I-A-5 Certificateholder: The registered holder of a Class
I-A-5 Certificate.
Class I-A-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-6 and
Exhibit C hereto.
Class I-A-6 Certificateholder: The registered holder of a Class
I-A-6 Certificate.
Class I-A-7 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-7 and
Exhibit C hereto.
Class I-A-7 Certificateholder: The registered holder of a Class
I-A-7 Certificate.
Class I-A-7 Component: Any of the Class I-A-7A Component, Class
I-A-7B Component, Class I-A-7C Component, Class I-A-7D Component, Class I-A-7E
Component or Class I-A-7F Component.
Class I-A-7C Notional Amount: As to any Distribution Date, an amount
equal to 5.9259259259% of the sum of the Principal Balances of the Class I-A-3,
Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12 and Class
I-A-13 Certificates.
Class I-A-7D Notional Amount: As to any Distribution Date, an amount
equal to the sum of 11.1111111111% of the Principal Balance of the Class I-A-1
Certificates and 3.7037037037% of the Principal Balance of the Class I-A-2
Certificates.
Class I-A-7F Notional Amount: As to any Distribution Date, an amount
equal to 7.4074074074% of the sum of the Principal Balances of the Class I-A-4
and Class I-A-5 Certificates.
Class I-A-8 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-8 and
Exhibit C hereto.
Class I-A-8 Certificateholder: The registered holder of a Class
I-A-8 Certificate.
Class I-A-9 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-9 and
Exhibit C hereto.
Class I-A-9 Certificateholder: The registered holder of a Class
I-A-9 Certificate.
Class I-A-10 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-10 and
Exhibit C hereto.
Class I-A-10 Certificateholder: The registered holder of a Class
I-A-10 Certificate.
Class I-A-11 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-11 and
Exhibit C hereto.
Class I-A-11 Certificateholder: The registered holder of a Class
I-A-11 Certificate.
Class I-A-12 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-12 and
Exhibit C hereto.
Class I-A-12 Certificateholder: The registered holder of a Class
I-A-12 Certificate.
Class I-A-13 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-13 and
Exhibit C hereto.
Class I-A-13 Certificateholder: The registered holder of a Class
I-A-13 Certificate.
Class I-A-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)(iii) hereof.
Class I-A-L1 Interest Fraction: A fraction the numerator of which is
equal to 11.1111111111% of the Principal Balance of the Class I-A-1 Certificates
and the denominator is equal to the Class I-A-7D Notional Amount.
Class I-A-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-L2 Interest Fraction: A fraction the numerator of which is
equal to 3.7037037037% of the Principal Balance of the Class I-A-2 Certificates
and the denominator is equal to the Class I-A-7D Notional Amount.
Class I-A-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-LR Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit I-A-LR and Exhibit C
hereto.
Class I-A-LR Certificateholder: The registered holder of the Class
I-A-LR Certificate.
Class I-A-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)(iii) hereof.
Class I-A-PO Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-PO and
Exhibit C hereto.
Class I-A-PO Certificateholder: The registered holder of a Class
I-A-PO Certificate.
Class I-A-PO Deferred Amount: For any Distribution Date prior to the
Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class I-A-PO Optimal Principal Amounts for the
Class I-A-PO Certificate for all prior Distribution Dates exceeded the amounts
distributed on the Class I-A-PO Certificates on such prior Distribution Dates
pursuant to Paragraph third Clause (A) of Section 4.01(a)(i) and (y) the sum of
the product for each Discount Mortgage Loan in Loan Group I which became a
Liquidated Loan at any time on or prior to the last day of the Applicable
Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts for
the current Distribution Date of (a) the PO Fraction for such Discount Mortgage
Loan and (b) an amount equal to the principal portion of Realized Losses (other
than Bankruptcy Losses due to Debt Service Reductions) incurred with respect to
such Mortgage Loan other than Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses and (B) the sum of (x) the sum of the Class I-A-PO
Recoveries for such Distribution Date and prior Distribution Dates and (y)
amounts distributed on the Class I-A-PO Certificates on prior Distribution Dates
pursuant to Paragraph fourth Clause (A) of Section 4.01(a)(i). On and after the
Subordination Depletion Date, the Class I-A-PO Deferred Amount will be zero. No
interest will accrue on any Class I-A-PO Deferred Amount.
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) (A) 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, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
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 Trust Administrator 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
Subordination Depletion Date, the lesser of (a) the Class I-A-PO Deferred Amount
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 Subordination Depletion Date, the amount determined in
accordance with clause (b) above.
Class I-A-R Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-R and
Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of a Class
I-A-R Certificate.
Class II-A-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-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 Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-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 Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-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 Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-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-5 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-5 and
Exhibit C hereto.
Class II-A-5 Certificateholder: The registered holder of a Class
II-A-5 Certificate.
Class II-A-6 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-6 and
Exhibit C hereto.
Class II-A-6 Certificateholder: The registered holder of a Class
II-A-6 Certificate.
Class II-A-7 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-7 and
Exhibit C hereto.
Class II-A-7 Certificateholder: The registered holder of a Class
II-A-7 Certificate.
Class II-A-8 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-8 and
Exhibit C hereto.
Class II-A-8 Certificateholder: The registered holder of a Class
II-A-8 Certificate.
Class II-A-9 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-9 and
Exhibit C hereto.
Class II-A-9 Certificateholder: The registered holder of a Class
II-A-9 Certificate.
Class II-A-9 Notional Amount: As to any Distribution Date, an amount
equal to 11.1111111111% of the Principal Balance of the Class II-A-1
Certificates.
Class II-A-10 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-10
and Exhibit C hereto.
Class II-A-10 Certificateholder: The registered holder of a Class
II-A-10 Certificate.
Class II-A-11 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-11
and Exhibit C hereto.
Class II-A-11 Certificateholder: The registered holder of a Class
II-A-11 Certificate.
Class II-A-12 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-12
and Exhibit C hereto.
Class II-A-12 Certificateholder: The registered holder of a Class
II-A-12 Certificate.
Class II-A-13 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-13
and Exhibit C hereto.
Class II-A-13 Certificateholder: The registered holder of a Class
II-A-13 Certificate.
Class II-A-14 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-14
and Exhibit C hereto.
Class II-A-14 Certificateholder: The registered holder of a Class
II-A-14 Certificate.
Class II-A-15 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-15
and Exhibit C hereto.
Class II-A-15 Certificateholder: The registered holder of a Class
II-A-15 Certificate.
Class II-A-16 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-16
and Exhibit C hereto.
Class II-A-16 Certificateholder: The registered holder of a Class
II-A-16 Certificate.
Class II-A-17 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-17
and Exhibit C hereto.
Class II-A-17 Certificateholder: The registered holder of a Class
II-A-17 Certificate.
Class II-A-18 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-18
and Exhibit C hereto.
Class II-A-18 Certificateholder: The registered holder of a Class
II-A-18 Certificate.
Class II-A-19 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-19
and Exhibit C hereto.
Class II-A-19 Certificateholder: The registered holder of a Class
II-A-19 Certificate.
Class II-A-20 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-20
and Exhibit C hereto.
Class II-A-20 Certificateholder: The registered holder of a Class
II-A-20 Certificate.
Class II-A-21 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-21
and Exhibit C hereto.
Class II-A-21 Certificateholder: The registered holder of a Class
II-A-21 Certificate.
Class II-A-22 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-22
and Exhibit C hereto.
Class II-A-22 Certificateholder: The registered holder of a Class
II-A-22 Certificate.
Class II-A-23 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-23
and Exhibit C hereto.
Class II-A-23 Certificateholder: The registered holder of a Class
II-A-23 Certificate.
Class II-A-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class II-A-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class II-A-L8 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class II-A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class II-A-PO Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-PO
and Exhibit C hereto.
Class II-A-PO Certificateholder: The registered holder of a Class
II-A-PO Certificate.
Class II-A-PO Deferred Amount: For any Distribution Date prior to
the Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class II-A-PO Optimal Principal Amounts for the
Class II-A-PO Certificate for all prior Distribution Dates exceeded the amounts
distributed on the Class II-A-PO Certificates on such prior Distribution Dates
pursuant to Paragraph third Clause (B) of Section 4.01(a)(i) and (y) the sum of
the product for each Discount Mortgage Loan in Loan Group II which became a
Liquidated Loan at any time on or prior to the last day of the Applicable
Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts for
the current Distribution Date of (a) the PO Fraction for such Discount Mortgage
Loan and (b) an amount equal to the principal portion of Realized Losses (other
than Bankruptcy Losses due to Debt Service Reductions) incurred with respect to
such Mortgage Loan other than Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses and (B) the sum of (x) the sum of the Class II-A-PO
Recoveries for such Distribution Date and prior Distribution Dates and (y)
amounts distributed on the Class II-A-PO Certificates on prior Distribution
Dates pursuant to Paragraph fourth Clause (B) of Section 4.01(a)(i). On and
after the Subordination Depletion Date, the Class II-A-PO Deferred Amount will
be zero. No interest will accrue on any Class II-A-PO Deferred Amount.
Class II-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum of, 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) (A) 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, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
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 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 Trust Administrator 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
Subordination Depletion Date, the lesser of (a) the Class II-A-PO Deferred
Amount 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 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 Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates (other than the Class I-A-7 Certificates) and any
Component, the percentage calculated by dividing the Interest Accrual Amount of
such Class or Component (determined without regard to clause (ii) of the
definition thereof) by the sum of (a) the Group I-A Interest Accrual Amount and
(b) the Group II-A Interest Accrual Amount (determined, in each case, without
regard to clause (ii) of the definition of each Interest Accrual Amount).
Class A Pass-Through Rate: As to the Class I-A-6, Class II-A-2,
Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class
II-A-9, Class I-A-R and Class I-A-LR Certificates, 6.750% per annum. As to the
Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-14, Class
II-A-15, Class II-A-16, Class II-A-17, Class II-A-18, Class II-A-19, Class
II-A-20, Class II-A-21, Class II-A-22 and Class II-A-23 Certificates, 7.000% per
annum. As to the Class I-A-3, Class I-A-10, Class I-A-11, Class I-A-12 and Class
I-A-13 Certificates, 6.350% per annum. Class I-A-4 and Class I-A-5 Certificates,
6.250% per annum. As to the Class I-A-1 and Class II-A-1 Certificates, 6.000%
per annum. As to the Class I-A-2 Certificates, 6.500% per annum. As to the Class
I-A-8 Certificates, 6.125% per annum. As to the Class I-A-9 Certificates, 7.500%
per annum. The Class I-A-7 Certificates consist of six Components and do not
have a Class A Pass-Though Rate. The Class II-A-8, Class I-A-PO and Class
II-A-PO Certificates are not entitled to interest and do not have Class A
Pass-Through Rates.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
Class of Class A Certificates (other than the Class I-A-7 Certificates) and any
Component, the amount, if any, by which the aggregate of the Group I-A Interest
Shortfall Amounts or Group II-A Interest Shortfall Amounts for such Class or
Component for prior Distribution Dates is in excess of the amounts distributed
in respect of such Class or Component (or in the case of a Class of Accrual
Certificates or an Accrual Component prior to the applicable Accretion
Termination Date, the amount included in the Accrual Distribution Amount
pursuant to clause (ii) of the definition thereof) on prior Distribution Dates
pursuant to Paragraph second of Section 4.01(a)(i).
Class A-PO Certificates: Any of the Class I-A-PO Certificates or
Class II-A-PO Certificates.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution Date
and any Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loan Group I Optimal Principal Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I Optimal
Principal Amounts.
Class B Loan Group II Optimal Principal Amount: Any of the Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II
Optimal Principal Amounts.
Class B Loan Group Optimal Principal Amount: Any of the Class B Loan
Group I Optimal Principal Amount or Class B Loan Group II Optimal Principal
Amount.
Class B Loss Percentage: With respect to any Determination Date and
any Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.
Class B Pass-Through Rate: As to any Distribution Date, 6.750% per
annum.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Principal Distribution Amount: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution
Amounts.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs first, second and third of Section 4.01(a)(ii).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
first of Section 4.01(a)(ii).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-1 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class 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 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 B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-1 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 B-1 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-1 Prepayment Percentage or Group II Class B-1
Prepayment Percentage, as applicable, of the Non-PO Recovery for each 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 B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph third of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-1 Certificates are the most
subordinate Certificates outstanding, the Class B-1 Principal Balance will equal
the difference, if any, between the Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the Aggregate Class A Principal Balance as of
such Determination Date.
Class B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-1 Certificates
pursuant to Paragraph third of Section 4.01(a)(ii).
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph second of Section 4.01(a)(ii).
Class B-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
fourth of Section 4.01(a)(ii).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-2 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class 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 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 B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 B-2 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-2 Prepayment Percentage, Group II Class B-2
Prepayment Percentage, as applicable, of the Non-PO Recovery for each 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 B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-2 Certificates are the most
subordinate Certificates outstanding, the Class B-2 Principal Balance will equal
the difference, if any, between the Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance and the Class B-1 Principal Balance as of such Determination Date.
Class B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-2 Certificates
pursuant to Paragraph sixth of Section 4.01(a)(ii).
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph fifth of Section 4.01(a)(ii).
Class B-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(ii).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
seventh of Section 4.01(a)(ii).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-3 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class 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 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 B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 B-3 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-3 Prepayment Percentage or Group II Class B-3
Prepayment Percentage, as applicable, of the Non-PO Recovery for each 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 B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph ninth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-3 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-3 Certificates are the most
subordinate Certificates outstanding, the Class B-3 Principal Balance will equal
the difference, if any, between the Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such Determination Date.
Class B-3 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-3 Certificates
pursuant to Paragraph ninth of Section 4.01(a)(ii).
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph eighth of Section 4.01(a)(ii).
Class B-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs tenth, eleventh, and twelfth of Section 4.01(a)(ii).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
tenth of Section 4.01(a)(ii).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-4 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class 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 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 B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-4 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 B-4 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) 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
Distribution Date over the unpaid principal balance of such Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such Mortgage Loan;
(II) the Group I Class B-4 Prepayment Percentage, Group II Class B-4
Prepayment Percentage or Group II Class B-4 Prepayment Percentage, as
applicable, of the Non-PO Recovery for each 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 B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph twelfth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-4 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-4 Certificates are the most
subordinate Certificates outstanding, the Class B-4 Principal Balance will equal
the difference, if any, between the Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-4 Certificates
pursuant to Paragraph twelfth of Section 4.01(a)(ii).
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eleventh of Section 4.01(a)(ii).
Class B-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs thirteenth, fourteenth, and fifteenth of Section 4.01(a)(ii).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
thirteenth of Section 4.01(a)(ii).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-5 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class 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 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 B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending prior to 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 B-5 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending prior to the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-5 Prepayment Percentage or Group II Class B-5
Prepayment Percentage, as applicable, of the Non-PO Recovery for each 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 B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph fifteenth of Section 4.01(a)(ii)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-5 Certificates are the
most subordinate Certificates outstanding, the Class B-5 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance and the Class B-4 Principal Balance as of such
Determination Date.
Class B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-5 Certificates
pursuant to Paragraph fifteenth of Section 4.01(a)(ii).
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph fourteenth of Section 4.01(a)(ii).
Class B-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-6 and
Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section 4.01(a)(ii).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
sixteenth of Section 4.01(a)(ii).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-6 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-6 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class 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 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 B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) 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 B-6 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-6 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-6 Prepayment Percentage or Group II Class B-6
Prepayment Percentage, as applicable, of the Non-PO Recovery for each 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 B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph eighteenth of Section 4.01(a)(ii) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b); provided, however, if the Class
B-6 Certificates are outstanding, the Class B-6 Principal Balance will equal the
difference, if any, between the Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-6 Certificates
pursuant to Paragraph eighteenth of Section 4.01(a)(ii).
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph seventeenth of Section 4.01(a)(ii).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
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 11.17.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: With respect to any Distribution Date, the
lesser of (a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled
Principal Balance for such Distribution Date and (b) the Available Master
Servicing Compensation for such Distribution Date.
Component: Any Class I-A-7 Component.
Component Rate: With respect to any Component, 6.750% per annum.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or Trustee, as the case may be, at which at any particular time
its corporate trust business shall be administered, which office with respect to
the Trust Administrator at the date of the execution of this instrument is
located at 000 Xxxxx Xxxxx Xxxxxx, XX 1179, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and
with respect to the Trustee, at the date of execution of this instrument is
located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Corresponding Upper-Tier Class, Classes, Component or Components: As
to the following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes, Component or Components as follows:
Uncertificated Lower-Tier Corresponding Upper-Tier Class, Classes,
Interest Component or Components
------------------------- ----------------------------------------
Class I-A-L1 Interest Class I-A-1 Certificates
Class I-A-L2 Interest Class I-A-2 Certificates
Class I-A-L3 Interest Class I-A-3 Certificates, Class I-A-8
Certificates, Class I-A-9 Certificates,
Class I-A-10 Certificates, Class I-A-11
Certificates, Class I-A-12 Certificates
and Class I-A-13 Certificates and
Class I-A-7C Component
Class I-A-L4 Interest Class I-A-4 Certificates and Class I-A-5
Certificates and Class I-A-7F Component,
Class I-A-L6 Interest Class I-A-6 Certificates and Class I-A-7A
Component, Class I-A-7B Component and
Class I-A-7E Component,
Class I-A-LPO Interest Class I-A-PO Certificates
Class I-A-LUR Interest Class I-A-R Certificate
Class II-A-L1 Interest Class II-A-1 Certificates and Class
II-A-9 Certificates
Class II-A-L2 Interest Class II-A-2 Certificates, Class II-A-3
Certificates, Class II-A-4 Certificates,
Class II-A-5 Certificates, Class II-A-6
Certificates and Class II-A-7 Certificates
Class II-A-L8 Interest Class II-A-8 Certificates, Class II-A-10
Certificates, Class II-A-11 Certificates,
Class II-A-12 Certificates, Class II-A-13
Certificates, Class II-A-14 Certificates,
Class II-A-15 Certificates, Class II-A-16
Certificates, Class II-A-17 Certificates,
Class II-A-18 Certificates, Class II-A-19
Certificates, Class II-A-20 Certificates,
Class II-A-21 Certificates, Class II-A-22
Certificates and Class II-A-23
Certificates
Class II-A-LPO Interest Class II-A-PO Certificates
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
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: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs first, fourth, seventh, tenth, thirteenth and sixteenth
of Section 4.01(a)(ii) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the
first Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Non-PO Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the
Original Class B-4 Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO
Principal Balance. As to the first Distribution Date, the Original Class B-5
Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trust Administrator, substantially in the form of Exhibit E
hereto, as the same may be amended or modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trust Administrator or any Person directly
or indirectly controlling or controlled by or under common control of the Trust
Administrator. Neither a Servicer, nor the Seller nor the Master Servicer nor
any Person directly or indirectly controlling or controlled by or under common
control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
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.
Deceased Holder: A Beneficial Owner of a Class II-A-10, Class
II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17
Certificate who was living at the time such interest was acquired, whose death
is deemed to have occurred pursuant to Section 4.07(b), and with respect to
which the Trust Administrator has received through the Clearing Agency evidence
of death satisfactory to the Trust Administrator and any tax waivers requested
by the Trust Administrator.
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 II-A-9 Certificates) representing the
principal portion of the Cut-Off Date Aggregate Principal Balance evidenced by
such Certificate. As to Class II-A-9 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 or Group II Mortgage Loan with a
Net Mortgage Interest Rate of less than 6.750%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, (i)
if the Aggregate Current Bankruptcy Losses with respect to such Distribution
Date exceed the then-applicable Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Aggregate
Current Bankruptcy Losses over the then-applicable Bankruptcy Loss Amount,
divided by (b) the Aggregate Current Bankruptcy Losses or (ii) if the Aggregate
Current Bankruptcy Losses with respect to such Distribution Date are less than
or equal to the then-applicable Bankruptcy Loss Amount, then zero. In addition,
any Bankruptcy Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized and as to which Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, (i) if the Aggregate Current Fraud Losses with respect to such
Distribution Date exceed the then-applicable Fraud Loss Amount, then the portion
of such Fraud Loss represented by the ratio of (a) the excess of the Aggregate
Current Fraud Losses over the then-applicable Fraud Loss Amount, divided by (b)
the Aggregate Current Fraud Losses, or (ii) if the Aggregate Current Fraud
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Fraud Loss Amount, then zero. In addition, any Fraud Loss
occurring with respect to a Mortgage Loan on or after the Subordination
Depletion Date will be an Excess Fraud Loss.
Excess Loss: Collectively any Excess Bankruptcy Losses, Excess Fraud
Losses and Excess Special Hazard Losses.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized and as to
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, (i) if the Aggregate Current Special Hazard Losses with
respect to such Distribution Date exceed the then-applicable Special Hazard Loss
Amount, then the portion of such Special Hazard Loss represented by the ratio of
(a) the excess of the Aggregate Current Special Hazard Losses over the
then-applicable Special Hazard Loss Amount, divided by (b) the Aggregate Current
Special Hazard Losses, or (ii) if the Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Special Hazard Loss Amount, then zero. In addition, any Special
Hazard Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Special Hazard Loss.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Group I-A Certificates and Class B Certificates is July 25, 2031,
which corresponds to the "latest possible maturity date" for purposes of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended. The Final Scheduled
Maturity Date for each Class of Group II-A Certificates (other than the Class
II-A-13, Class II-A-20, Class II-A-21 and Class II-A-22 Certificates) is July
25, 2031. The Final Scheduled Maturity Date for the Class II-A-13 and Class
II-A-21 Certificates is March 25, 2017. The Final Scheduled Maturity Date for
the Class II-A-20 Certificates is June 25, 2011. The Final Scheduled Maturity
Date for the Class II-A-22 Certificates is May 25, 2021.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan in Loan Group I or Loan Group II with a Mortgage Interest Rate
greater than the sum of (a) 6.750%, (b) the applicable Servicing Fee Rate and
(c) the Master Servicing Fee Rate, which will be determined on a loan by loan
basis and will equal the Mortgage Interest Rate on each Mortgage Loan minus the
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 the sum of (i) 6.750%, (ii) the applicable Servicing
Fee Rate and (iii) the Master Servicing Fee Rate.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $14,249,365.94 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Subordination
Depletion Date or after the fifth anniversary of the Cut-Off Date the Fraud Loss
Amount shall be zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Group: The Group I-A Certificates or the Group II-A Certificates.
Group Subordinate Amount: Either of the Group I Subordinate Amount
or the Group II Subordinate Amount.
Group I: The Group I-A 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 Class A
Non-PO Principal Balance for Group I and the Group I Subordinate Amount.
Group I Apportioned Interest Percentage: As to any Distribution Date
and any Class of Group I-A Certificates (other than the Class I-A-7
Certificates) and Component or Class B Certificates, the percentage calculated
by dividing (a) in the case of a Class of Group I-A Certificates or Component,
the Interest Accrual Amount (determined without regard to clause (ii) of the
definition thereof) and in the case of a Class of Class B Certificates, the
Apportioned Interest Accrual Amount for the Group I Apportioned Principal
Balance of such Class by (b) the sum of (i) the Group I Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Interest
Accrual Amount).
Group I Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group I Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group I Class B Percentage: Any one of the Group I Class B-1
Percentage, Group I Class B-2 Percentage, Group I Class B-3 Percentage, Group I
Class B-4 Percentage, Group I Class B-5 Percentage or Group I Class B-6
Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class B-1
Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class
B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I
Class B-5 Prepayment Percentage or Group I Class B-6 Prepayment Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group I Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group I Class 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 Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group I Class 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 B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-2 Percentage for such Distribution Date will be zero.
Group I Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class 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 B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-3 Percentage for such Distribution Date will be zero.
Group I Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class 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 B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-4 Percentage for such Distribution Date will be zero.
Group I Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class 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 B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-5 Percentage for such Distribution Date will be zero.
Group I Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class 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 B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-6 Percentage for such Distribution Date will be zero.
Group I Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group I Interest Accrual Amount: As to any Distribution Date, the
sum of the Group I-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group I Apportioned Principal Balances of the Class B
Certificates.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1A,
F-2 and F-3A attached hereto.
Group I Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group I-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator;
(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 Balances 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 for such Mortgage Loan described in clauses Iy(i) and
Iy(iv) of the definition of Group I-A Non-PO Optimal Principal Amount.
Group I Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group I Pool Balance (Non-PO Portion) over (ii) the Group I-A Non-PO
Principal Balance.
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 Group I-A Percentage and (B) the sum of the
amounts for such Mortgage Loan 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 IA PAC Principal Amount: As defined in Section 4.01(b).
Group IA Reduction Amount: As defined in Section 4.01(b).
Group IB PAC Principal Amount: As defined in Section 4.01(b).
Group IB Reduction Amount: As defined in Section 4.01(b).
Group II: The Group II-A 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 Apportioned Interest Percentage: As to any Distribution
Date and any Class of Group II-A Certificates or Class B Certificates, the
percentage calculated by dividing (a) in the case of a Class of Group II-A
Certificates, the Interest Accrual Amount and in the case of a Class of Class B
Certificates, the Apportioned Interest Accrual Amount for the Group II
Apportioned Principal Balance of such Class by (b) the Group II Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount).
Group II Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group II Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group II Class B Percentage: Any one of the Group II Class B-1
Percentage, Group II Class B-2 Percentage, Group II Class B-3 Percentage, Group
II Class B-4 Percentage, Group II Class B-5 Percentage or Group II Class B-6
Percentage.
Group II Class B Prepayment Percentage: Any of the Group II Class
B-1 Prepayment Percentage, Group II Class B-2 Prepayment Percentage, Group II
Class B-3 Prepayment Percentage, Group II Class B-4 Prepayment Percentage, Group
II Class B-5 Prepayment Percentage or Group II Class B-6 Prepayment Percentage.
Group II Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group II Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group II Class 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 Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group II Class 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 B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-2 Percentage for such Distribution Date will be zero.
Group II Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class 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 B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-3 Percentage for such Distribution Date will be zero.
Group II Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class 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 B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-4 Percentage for such Distribution Date will be zero.
Group II Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class 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 B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-5 Percentage for such Distribution Date will be zero.
Group II Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class 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 B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-6 Percentage for such Distribution Date will be zero.
Group II Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group II Interest Accrual Amount: As to any Distribution Date, the
sum of the Group II-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group II Apportioned Principal Balances of the Class B
Certificates.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibits
F-1B and F-3B attached hereto.
Group II PAC Principal Amount: As defined in Section 4.01(b).
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 and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator;
(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 Balances 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 Reduction Amount: As defined in Section 4.01(b).
Group II Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group II Pool Balance (Non-PO Portion) over (ii) the Group II-A
Non-PO Principal Balance.
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 I-A Certificate: Any Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9,
Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-PO, Class
I-A-R or Class I-A-LR Certificate.
Group I-A Distribution Amount: As to any Distribution Date and any
Class of Group I-A Certificates (other than the Class I-A-PO Certificates), the
amount, if any, distributable to such Class of Group I-A Certificates pursuant
to Paragraphs first Clause (A), second Clause (A) and third Clause (A)(1) of
Section 4.01(a)(i). As to any Distribution Date and the Class I-A-PO
Certificates, the amount distributable to the Class I-A-PO Certificates 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 Class 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 (other than the Class I-A-7 Certificates) and
any Component, the percentage calculated by dividing the Interest Accrual Amount
of such Class or Component (determined without regard to clause (ii) of the
definition thereof) by the Group I-A Interest Accrual Amount (determined without
regard to clause (ii) of the definition of each Interest Accrual Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first Clause (A) of Section 4.01(a)(i) including, in the case of each
Class of Accrual Certificates and the Class I-A-7 Certificates with respect to
their Accrual Components prior to the applicable Accretion Termination Date, the
amount included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof. As to any Distribution Date and any Class I-A-7 Component,
the product of (a) the Group I-A Interest Shortfall Amount of the Class I-A-7
Certificates for such Distribution Date and (b) a fraction, the numerator of
which is the Interest Accrual Amount for such Component and the denominator of
which is the Interest Accrual Amount for the Class I-A-7 Certificates.
Group I-A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Principal Balances of the Group I-A Certificates
(other than the Accrual Certificates of Group I and the Class I-A-7 and Class
I-A-PO Certificates), (ii) with respect to each Class of Accrual Certificates of
Group I, the lesser of the Principal Balance of such Class of Accrual
Certificates and the Original Principal Balance of such Class of Accrual
Certificates; and (iii) with respect to each Accrual Component, the lesser of
the Principal Balance of such Accrual Component and the Original Principal
Balance of such Accrual Component.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates (other than the Class I-A-7 and Class I-A-PO
Certificates) or Component, the percentage calculated by dividing the Principal
Balance of such Class or Component (or, in the case of a Class of Accrual
Certificates or an Accrual Component, the Original Principal Balance of such
Class or Component, if lower) by the Group I-A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Group I-A
Certificates or Component 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) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the 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 Trust Administrator 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 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 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 Certificates.
Group I-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the sum of the Accrual Distribution Amounts,
if any, with respect to such Distribution Date of the Accrual Certificates of
Group I and the Accrual Components and (ii) the Group I-A Non-PO Principal
Amount with respect to such Distribution Date.
Group I-A Percentage: As to any Distribution Date occurring on or
prior to the 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 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 June 2006, 100%. As to any Distribution Date
subsequent to June 2006 to and including the Distribution Date in June 2007, 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 June 2007 to and including the Distribution Date in June
2008, 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 June 2008 to and including the Distribution Date
in June 2009, 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 June 2009 to and including the Distribution Date
in June 2010, 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 June 2010, 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 or
Group II-A Percentage as of any Distribution Date is greater than the Original
Group I-A Percentage or Original Group II-A Percentage, respectively, 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 June 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 either the Group I-A Prepayment Percentage or the Group II-A Prepayment
Percentage referred to in the second through sixth sentences hereof or the
definition of "Group II-A Prepayment Percentage" 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 or 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 I Subordinate Amount or Group II Subordinate Amount, as
applicable or (b) cumulative Realized Losses on the Group I Mortgage Loans or
the Group II Mortgage Loans exceed (1) 30% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including July 2006 and
June 2007 (2) 35% of the Original Group I Subordinated Principal Balance or
Original Group II Subordinated Principal Balance if such Distribution Date
occurs between and including July 2007 and June 2008, (3) 40% of the Original
Group I Subordinated Principal Balance or Original Group II Subordinated
Principal Balance, as applicable, if such Distribution Date occurs between and
including July 2008 and June 2009, (4) 45% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including July 2009 and
June 2010, and (5) 50% of the Original Group I Subordinated Principal Balance or
Original Group II Subordinated Principal Balance, as applicable, if such
Distribution Date occurs during or after July 2010. 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 Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
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.
Group I-A Shortfall Percentage: As to any Distribution Date and any
Class of Group I-A Certificates (other than the Class I-A-7 Certificates) or
Component, the percentage calculated by dividing the Class A Unpaid Interest
Shortfall for such Class or Component by the Aggregate Group I-A Unpaid Interest
Shortfall, in each case determined as of the day preceding the applicable
Distribution Date.
Group II-A Certificate: Any Class II-A-1, Class II-A-2, Class
II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8,
Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-14, Class II-A-15, Class II-A-16, Class II-A-17, Class II-A-18, Class
II-A-19, Class II-A-20, Class II-A-21, Class II-A-22, Class II-A-23 and Class
II-A-PO Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates (other than the Class II-A-PO Certificates),
the amount distributable, if any, 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
Certificates, the amount distributable to the Class II-A-PO Certificates
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 sum of (i) the Principal Balances of the Group II-A Certificates
(other than the Accrual Certificates of Group II and the Class II-A-PO
Certificates) and (ii) with respect to each Class of Accrual Certificates of
Group II, the lesser of the Principal Balance of such Class of Accrual
Certificates and the Original Principal Balance of such Class of Accrual
Certificates.
Group II-A Loss Percentage: As to any Determination Date and any
Class of Group II-A Certificates (other than the Class II-A-PO Certificates),
the percentage calculated by dividing the Principal Balance of such Class (or,
in the case of a Class of Accrual Certificates, the Original Principal Balance
of such Class, if lower) by the Group 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 (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the 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 Trust Administrator 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 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 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 Certificates.
Group II-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the sum of the Accrual Distribution Amounts,
if any, with respect to such Distribution Date for the Accrual Certificates of
Group II and (ii) the Group II-A Non-PO Principal Amount with respect to such
Distribution Date.
Group II-A Percentage: As to any Distribution Date occurring on or
prior to the 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 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 June 2006, 100%. As to any Distribution Date
subsequent to June 2006 to and including the Distribution Date in June 2007, 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 June 2007 to and including the Distribution Date in June
2008, 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 June 2008 to and including the Distribution Date
in June 2009, 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 June 2009 to and including the Distribution Date
in June 2010, 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 June 2010, 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 I-A Percentage or
Group II-A Percentage as of any Distribution Date is greater than the Original
Group I-A Percentage or Original Group II-A Percentage, respectively, 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 June 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 either the Group I-A Prepayment Percentage or the Group II-A Prepayment
Percentage referred to in the second through sixth sentences hereof or the
definition of "Group I-A Prepayment Percentage" 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 or 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 I Subordinate Amount or Group II Subordinate Amount, as
applicable or (b) cumulative Realized Losses on the Group I Mortgage Loans or
the Group II Mortgage Loans exceed (1) 30% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including July 2006 and
June 2007 (2) 35% of the Original Group I Subordinated Principal Balance or
Original Group II Subordinated Principal Balance if such Distribution Date
occurs between and including July 2007 and June 2008, (3) 40% of the Original
Group I Subordinated Principal Balance or Original Group II Subordinated
Principal Balance, as applicable, if such Distribution Date occurs between and
including July 2008 and June 2009, (4) 45% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including July 2009 and
June 2010, and (5) 50% of the Original Group I Subordinated Principal Balance or
Original Group II Subordinated Principal Balance, as applicable, if such
Distribution Date occurs during or after July 2010. 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 Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class II-A Certificates and Class II-A-PO
Certificates.
Group II-A Shortfall Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Group II-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group A Non-PO Principal Balance: Any of the Group I-A Non-PO
Principal Balance and Group II-A Non-PO 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.
Individual Certificate: A Class II-A-10, Class II-A-11, Class
II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificate which
evidences $1,000 Original Principal Balance.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering
a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class I-A-7, Class II-A-8, Class I-A-PO
and Class II-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 or,
in the case of the Class II-A-9 Certificates, the Class II-A-9 Notional Amount,
as of the Determination Date immediately preceding such Distribution Date minus
(ii) the sum of (A) the Group I Apportioned Interest Percentage or Group II
Apportioned Interest Percentage, as applicable, of such Class of the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses attributable to Group I Mortgage Loans or Group II Mortgage
Loans, respectively, with respect to such Distribution Date allocated pursuant
to Section 4.02(e), (B) the Group I-A Interest Percentage or Group II-A Interest
Percentage of such Class of the interest portion of any Realized Losses (other
than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses) allocated to the Group I-A Certificates or to the Group II-A
Certificates, as applicable, on or after the Subordination Depletion Date
pursuant to Section 4.02(e) and (C) the Class A Interest Percentage of such
Class of any Non-Supported Interest Shortfall allocated to the Class A
Certificates with respect to such Distribution Date. The Interest Accrual Amount
for the Class I-A-7 Certificates will equal the sum of the Interest Accrual
Amounts for the Class I-A-7A Component, the Class I-A-7B Component, the Class
I-A-7C Component, the Class I-A-7D Component, the Class I-A-7E Component and the
Class I-A-7F Component. The Class II-A-8, Class I-A-PO and Class II-A-PO
Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Component, (i) the product of
(a) 1/12th of the Component Rate for such Component and (b) the Principal
Balance of such Component or, in the case of the Class I-A-7C Component, the
Class I-A-7D Component and the Class I-A-7F Component, the Class I-A-7C Notional
Amount, the Class I-A-7D Notional Amount and the Class I-A-7F Notional Amount,
respectively, as of the Determination Date preceding such Distribution Date
minus (ii) the sum of (A) the Group I Apportioned Interest Percentage of such
Component of the interest portion of any Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses attributable to Group I Mortgage Loans
with respect to such Distribution Date allocated pursuant to Section 4.02(e),
(B) the Group I-A Interest Percentage of such Component of the interest portion
of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Group I-A Certificates on
or after the Subordination Depletion Date pursuant to Section 4.02(e) and (C)
the Class A Interest Percentage of such Component of any Non-Supported Interest
Shortfall allocated to the Class A Certificates with respect to such
Distribution Date.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the sum of (A) the Class B Interest Percentage
of such Class of any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (B) the Group I
Apportioned Interest Percentage or Group II Apportioned Interest Percentage, as
applicable, of such Class of the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses attributable to the
Group I Mortgage Loans or Group II Mortgage Loans, respectively, with respect to
such Distribution Date allocated pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trust Administrator
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Living Holder: Beneficial Holder of a Class II-A-10, Class II-A-11,
Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificate other
than a Deceased Holder.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group: Any 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)(iii).
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 11.22.
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.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan
purchase agreement dated as of April 1, 1998 between Xxxxxxx Xxxxx Credit
Corporation, as seller, and Xxxxx Fargo Funding, Inc., as purchaser.
Month End Interest: As defined in each Servicing Agreement or with
respect to the Cendant Servicing Agreement, the amount defined as "Compensating
Interest".
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement.
Moody's: Xxxxx'x Investors Service, Inc., or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage 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 June 28, 2001 between WFHM, as seller, and the Seller, as
purchaser.
Mortgage Loan Rider: The standard Xxxxxx Mae/Xxxxxxx Mac riders to
the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is
a condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1A, F-1B, F-2, F-3A and F-3B, which list may be amended
following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to 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 11.21
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.22 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 6.750%.
Non-PO Recovery: As to any Distribution Date and each Loan Group,
the amount of all Recoveries for Group I Mortgages Loans or Group II Mortgage
Loans, as applicable, received during the Applicable Unscheduled Principal
Receipt Periods for such Distribution Date less the Class I-A-PO Recovery or
Class II-A-PO Recovery, as applicable, for such Distribution Date.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer
determination, an Officer's Certificate of the Master Servicer delivered to the
Trust Administrator, in each case detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Subordination Depletion Date, the Non-Supported Interest Shortfall
determined pursuant to the preceding sentence will be increased by the amount of
any Subordination Depletion Date Interest Shortfall for such Distribution Date.
Any Non-Supported Interest 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 Aggregate Non-PO Principal Balance and (b) the
Class B Certificates according to the percentage obtained by dividing the Class
B Principal Balance by the Aggregate Non-PO Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or seventh sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Aggregate Non-PO Principal Balance. The Aggregate Non-PO
Principal Balance as of the Cut-Off Date, as set forth in Section 11.06.
Original Aggregate Subordinate Percentage: The Aggregate Subordinate
Percentage as of the Cut-Off Date, as set forth in Section 11.07.
Original Group I Subordinated Principal Balance: The aggregate of
the Group I Apportioned Principal Balances of the Class B Certificates as of the
Cut-Off Date, as set forth in Section 11.09.
Original Group II Subordinated Principal Balance: The aggregate of
the Group II Apportioned Principal Balances of the Class B Certificates as of
the Cut-Off Date, as set forth in Section 11.10.
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-A Percentage: The Group II-A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.08.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-1 Fractional Interest is specified in Section 11.12.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-2 Fractional Interest
is specified in Section 11.13.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-3 Fractional Interest is specified in Section 11.14.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-4 Fractional Interest
is specified in Section 11.15.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance. The Original Class
B-5 Fractional Interest is specified in Section 11.16.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Notional Amount: The Original Notional Amount of the Class
II-A-9 Certificates and the Class I-A-7C, Class I-A-7D and Class I-A-7F
Component, 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; the
Original Principal Balances of the Class I-A-7 Components as set forth in
Section 11.05; the Original Class B-1 Principal Balance, Original Class B-2
Principal Balance, Original Class B-3 Principal Balance, Original Class B-4
Principal Balance, Original Class B-5 Principal Balance or Original Class B-6
Principal Balance as set forth in Section 11.11.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any of the Group I Mortgage Loans
identified in Exhibit F-3A hereto and any of the Group II Mortgage Loans
identified in Exhibit F-3B hereto, as such Exhibits may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Other Servicing Agreements: The Servicing Agreements other than the
WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust
Administrator (or the Custodian, if any) for each Mortgage Loan that contains
the documents specified in the Servicing Agreements (or in the case of each
Mortgage Loan serviced by Cendant Mortgage Corporation, the documents specified
in the MLCC Mortgage Loan Purchase Agreement) under their respective "Owner
Mortgage Loan File" definition or similar definition and/or other provisions
requiring delivery of specified documents to the owner of the Mortgage Loan in
connection with the purchase thereof, and any additional documents required to
be added to the Owner Mortgage Loan File pursuant to this Agreement.
PAC Certificates: The Class I-A-1, Class I-A-2, Class I-A-8, Class
I-A-9, Class I-A-13, Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4
Certificates and the Class I-A-7A Component.
PAC Group: The Group IA PAC Certificates, the Group IB PAC
Certificates and Component and the Group II PAC Certificates.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other
than the Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12, Class
II-A-13, Class II-A-15 and Class II-A-17 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 a Class II-A-9 Certificate, the undivided
percentage interest obtained by dividing the original notional amount evidenced
by such Certificate by the Original Notional Amount of such Class. With respect
to the Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15
and Class II-A-17 Certificates, the undivided percentage interest obtained by
dividing the then-outstanding principal balance of such Certificate by the
Principal Balance of such Class of Class A Certificates. With respect to a Class
B Certificate of a Class, the undivided percentage interest obtained by dividing
the original principal balance of such Certificate by the Original Principal
Balance of such Class of Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the 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 Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): Any of the Group I Pool Balance
(Non-PO Portion) or Group II Pool Balance (Non-PO Portion).
Pool Scheduled Principal Balance: The sum of the Group I Pool
Scheduled Principal Balance and 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
----------
July 2001 through June 2002................................... 0%
July 2002 through June 2003.................................... 40%
July 2003 through June 2004.................................... 50%
July 2004 through June 2005.................................... 60%
July 2005 through June 2006.................................... 70%
July 2006 and thereafter....................................... 100%
Principal Accretion Amount: With respect to any Class of Accrual
Certificates and any Accrual Component and as to the Distribution Date prior to
the applicable Accretion Termination Date, an amount with respect to such Class
or Component equal to the sum of the amounts calculated pursuant to clauses (i)
and (ii) of the definition of Accrual Distribution Amount with respect to such
Distribution Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a)(i) for such
Distribution Date, calculated without regard to such proviso and assuming there
are no Principal Adjustments for such Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates (other than the Class I-A-7 and Class II-A-9
Certificates), the Class I-A-7A Component, the Class I-A-7B Component and the
Class I-A-7E Component, the Original Principal Balance of such Class or
Component. As of any subsequent Determination Date prior to the Subordination
Depletion Date and as to any Class of Class A Certificates (other than the Class
I-A-7, Class II-A-9, Class I-A-PO and Class II-A-PO Certificates), the Original
Principal Balance of such Class or Component (increased in the case of a Class
of Accrual Certificates or an Accrual Component by the Principal Accretion
Amounts with respect to prior Distribution Dates for such Class of Accrual
Certificates or Accrual Component) less the sum of (a) all amounts previously
distributed in respect of such Class or Component on prior Distribution Dates
(i) pursuant to Paragraph third clauses (A)(1) and (B)(1) of Section 4.01(a)(i)
and from the Rounding Account, (ii) pursuant to Clause (iii) of Section 4.01(b),
(iii) as a result of a Principal Adjustment and (iv) if applicable, from the
Accrual Distribution Amounts for such prior Distribution Dates and (b) the
Realized Losses allocated through such Determination Date to such Class or
Component pursuant to Section 4.02(b). After the 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 or
Component 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.
The Class II-A-9 Certificates are interest only Certificates and
have no Principal Balance.
As of any Determination Date, the Principal Balance of the Class
I-A-7 Certificates will equal the sum of the Principal Balances of the Class
I-A-7A, Class I-A-7B and Class I-A-7E Components.
As of any subsequent Determination Date prior to the Subordination
Depletion Date and as to the Class I-A-PO and Class II-A-PO Certificates, the
Original Principal Balance of such Class less the sum of (a) all amounts
previously distributed in respect of the Class I-A-PO Certificates on prior
Distribution Dates pursuant to Paragraphs third clause (A)(2) and fourth Clause
(A) of Section 4.01(a)(i), or all amounts previously distributed in respect of
the Class II-A-PO Certificates on prior Distribution Dates pursuant to
Paragraphs third clause (B)(2) and fourth Clause (B) of Section 4.01(a)(i), as
applicable, and (b) the Realized Losses allocated through such Determination
Date to the Class I-A-PO or Class II-A-PO Certificates, as applicable, pursuant
to Section 4.02(b). After the 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.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class or
Component will be increased on any Determination Date such that the Principal
Balance of such Class or Component exceeds its Original Principal Balance (plus
any Accrual Distribution Amounts previously added to the Principal Balance of a
Class of Accrual Certificates or Accrual Component) 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
third, sixth, ninth, twelfth, fifteenth or eighteenth of Section 4.01(a)(ii).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date means the lesser of
(i)the sum of the Principal Balances of the Class I-A-1,Class I-A-2,Class I-A-4
and Class I-A-5 Certificates and the Class I-A-7A and Class I-A-7B Components
and (ii) the sum of (A) the product of (1) the Priority Percentage, (2) the
Shift Percentage and (3) the Group I Scheduled Principal Amount and (B) the
product of (1) the Priority Percentage, (2) the Prepayment Shift Percentage and
(3)the Group I Unscheduled Principal Amount.
Priority Percentage: The Principal Balances of the Class I-A-1,Class
I-A-2,Class I-A-4 and Class I-A-5 Certificates and the Class I-A-7A and Class
I-A-7B Components plus $12,000,000 divided by the Group I-A Non-PO Principal
Balance.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated May 21, 2001 as supplemented by the
prospectus supplement dated June 25, 2001, relating to the Class A, Class B-1,
Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates (other than the
Class I-A-R and Class I-A-LR Certificates) are S&P and Xxxxx'x. The Rating
Agency for the Class I-A-R, Class I-A-LR, Class B-1, Class B-2, Class B-3, Class
B-4 and Class 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 Trust Administrator and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean A-1 in the case of S&P, P-1 in the case of Xxxxx'x and in the case of
any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA in the case of S&P and Aaa in the case of Xxxxx'x, and in the case of any
other Rating Agency shall mean its equivalent of such ratings without any plus
or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses)
incurred on Liquidated Loans for which the Liquidation Proceeds were received
during the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts with respect to such Distribution Date and (ii)
Bankruptcy Losses incurred during the period corresponding to the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the month
of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Reduction Amount: As defined in Section 4.01(b).
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
The Reserve Fund, the Policy and the Policy Payment Account are not part of
either REMIC.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee or the
Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator 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.
Rounding Account: The special account established with the Trust
Administrator and maintained by the Trust Administrator pursuant to Section
4.07(e). The Rounding Account shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the amount,
if any, required to be withdrawn from the Rounding Account pursuant to Section
4.07(e).
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
S&P: Standard and Poor's, a division of The McGraw Hill Companies,
Inc., or its successor in interest.
Scheduled Certificates and Component: The Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-10, Class I-A-11, Class I-A-12, Class II-A-5 and Class
II-A-6 Certificates and the Class 1-A-7E Component.
Scheduled Group: The Group IA Scheduled Certificates, the Group IB
Scheduled Certificates and the Group II Scheduled Certificates.
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., HomeSide
Lending, Inc., Chase Manhattan Mortgage Corporation, Colonial Savings, F.A.,
Bank of Oklahoma, N.A., Firstar Bank, N.A., The Huntington Mortgage Company,
HSBC Mortgage Corporation (USA), Countrywide Home Loans, Inc., CUNA Mutual
Mortgage Corporation, First Union Mortgage Corporation and Cendant Mortgage
Corporation, as Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.21.
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:
Distribution Date Occurring In Shift
------------------------------ Percentage
----------
July 2001 through June 2002................................... 0%
July 2002 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 11.20.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, the Trust Administrator or the Servicer or any of
their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $7,124,683.00 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and or
after the Subordination Depletion Date, the Special Hazard Loss Amount shall be
zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordination Depletion Date: The Distribution Date preceding the
first Distribution Date on which each of the Group I-A Percentage and Group II-A
Percentage (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 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 Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
Surety Bond: The Surety Bond, as defined in the Cendant Servicing
Agreement.
Trust Administrator: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trust Administrator, on behalf of
the Trustee, to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement and property which secured a Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure, all of the Seller's
right, title and interest in and to the Rounding Account.
Trustee: United States Trust Company of New York, 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 Exhibits may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Mid-Month Receipt Period with respect
to all types of Unscheduled Principal Receipts.
Type 2 Mortgage Loan: Any of the Group I Mortgage Loans identified
in Exhibit F-2, as such Exhibit may be amended from time to time in connection
with a substitution pursuant to Sections 2.02 or 2.06, serviced under the WFHM
Servicing Agreement and having a Prior Month Receipt Period with respect to all
types of Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class I-A-L1
Interest, Class I-A-L2 Interest, Class I-A-L3 Interest, Class I-A-L4 Interest,
the Class I-A-L6 Interest, the Class I-A-LPO Interest, the Class I-A-LUR
Interest, the Class II-A-L1 Interest, Class II-A-L2 Interest, Class II-A-L8
Interest, the Class II-A-LPO Interest, the Class B-L1 Interest, the Class B-L2
Interest, the Class B-L3 Interest, the Class B-L4 Interest, the Class B-L5
Interest and the Class B-L6 Interest.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class I-A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class II-A-9 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 and the Class B Principal
Balance; provided that, if the Principal Balance of the Class I-A-7 Certificates
has been reduced to zero and the Class I-A-7C Notional Amount, Class I-A-7D
Notional Amount or Class I-A-7F Notional Amount is greater than zero, the Class
I-A-7 Certificates will be entitled to 1% of the aggregate Voting Interest
represented by the remaining Certificates and each other remaining Class of
Certificates will be entitled to a pro rata portion of the remaining Voting
Interest based on the outstanding Principal Balance of such Class. Each
Certificateholder of a Class will have a Voting Interest equal to the product of
the Voting Interest to which such Class is collectively entitled and the
Percentage Interest in such Class represented by such Holder's Certificates.
With respect to any provisions hereof providing for action, consent or approval
of each Class of Certificates or specified Classes of Certificates, each
Certificateholder of a Class will have a Voting Interest in such Class equal to
such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
WFHM: Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.
WFHM Correspondents: The entities listed on the Mortgage Loan
Schedule, from which WFHM purchased the Mortgage Loans.
WFHM Servicing Agreement: The Servicing Agreement providing for the
servicing of the Type 1 Mortgage Loans and Type 2 Mortgage Loans initially by
WFHM.
SECTION 1.02 ACTS OF HOLDERS.
----------------
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary. (d) Any request, demand,
authorization, direction, notice, consent, waiver or other action of the Holder
of any Certificate shall bind every future Holder of the same Certificate and
the Holder of every Certificate issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof in respect of anything done, omitted
or suffered to be done by the Trustee, the Trust Administrator, the Seller or
the Master Servicer in reliance thereon, whether or not notation of such action
is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
-----------------------------------------
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
----------------------
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
-----------------------------
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator, on behalf of 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 Trust Administrator promptly following its
recordation, but in no event later than one (1) year following the Closing Date.
If any Mortgage has been recorded in the name of Mortgage Electronic
Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in
favor of the Trust Administrator, on behalf 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
Trust Administrator agrees that any recordation of assignments in the name of
the Trust Administrator shall be on behalf of the Trustee for the benefit of the
Certificateholders. The Seller shall also cause to be delivered to the Trust
Administrator any other original mortgage loan document to be included in the
Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall
pay from its own funds, without any right of reimbursement therefor, the amount
of any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trust Administrator
within one (1) year following the Closing Date any original Mortgage or
assignment of a Mortgage (except with respect to any Mortgage recorded in the
name of MERS) not delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trust Administrator the assignment of the Mortgage Loan
from the Seller to the Trust Administrator, on behalf of the Trustee, in a form
suitable for recordation, if (i) with respect to a particular state the Trust
Administrator 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 Master Servicer receives notice that recording is required to
protect the right, title and interest of the Trustee in and to any such Mortgage
Loan for which recordation of an assignment has not previously been required,
the Master Servicer shall promptly notify the Trust Administrator and the Trust
Administrator shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trust Administrator)
of its receipt of such notice deliver each previously unrecorded assignment to
the related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUST ADMINISTRATOR.
----------------------------------
The Trust Administrator, on behalf of the Trustee, acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments (unless the
related Mortgage has been registered in the name of MERS or its designee) and
other documents required to be delivered on the Closing Date pursuant to Section
2.01 above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate less any
Fixed Retained Yield through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trust Administrator and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment
(or, in the case of a Mortgage Loan registered in the name of MERS or its
designee, the Master Servicer shall take all necessary action to reflect such
assignment on the records of MERS), in each case without recourse, as shall be
necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trust Administrator, on
behalf of the Trustee and the Trustee on behalf of the Certificateholders. The
failure of the Trust Administrator to give any notice contemplated herein within
forty-five (45) days after the execution of this Agreement shall not affect or
relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this
Section 2.02.
The Trust Administrator may, concurrently with the execution and
delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee, in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER AND THE SELLER.
--------------------------------------------
(a) The Master Servicer hereby represents and warrants to the
Trustee and the Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that, as of the date
of execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trust Administrator
or to the Custodian with, any Mortgage establishes in the Seller a valid
and subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trust Administrator or
the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac,
issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trust Administrator, on behalf of the
Trustee of the Seller's interest in such mortgagee title insurance policy
does not require any consent of or notification to the insurer which has
not been obtained or made, such mortgagee title insurance policy is in
full force and effect and will be in full force and effect and inure to
the benefit of the Trust Administrator on behalf of the Trustee, no claims
have been made under such mortgagee title insurance policy, and no prior
holder of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the outstanding principal
balance of the Mortgage Loan, but in no event less than the minimum amount
necessary to fully compensate for any damage or loss on a replacement cost
basis; if the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii)Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Xxxxxx Xxx or Xxxxxxx Mac
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee, notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and, except for a breach of the
representation and warranty set forth in subsection (b)(i), where such breach is
a result of the Cut-Off Date Principal Balance of a Mortgage Loan being greater,
by $5,000 or greater, than the Cut-Off Date Principal Balance of such Mortgage
Loan indicated on the Mortgage Loan Schedule, that such breach materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement). Within 60 days of the earlier of its discovery or its receipt of
notice of any such breach, the Seller shall cure such breach in all material
respects or shall either (i) repurchase the Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (A) 100%
of the unpaid principal balance of such Mortgage Loan plus (B) accrued interest
at the Net Mortgage Interest Rate for such Mortgage Loan through the last day of
the month in which such repurchase took place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for such Mortgage Loan in the manner described in Section 2.02. The purchase
price of any repurchase described in this paragraph and the Substitution
Principal Amount, if any, plus accrued interest thereon and the other amounts
referred to in Section 2.02, shall be deposited in the Certificate Account. It
is understood and agreed that the obligation of the Seller to repurchase or
substitute for any Mortgage Loan or property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders or the Trust Administrator, on behalf of
the Trustee or the Trustee on behalf of Certificateholders, and such obligation
shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
---------------------------------------
The 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 Trust Administrator 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 I-A-R and Class I-A-LR Certificates) and the Classes of
Class B Certificates as classes of "regular interests" and the Class I-A-R
Certificate as the single class of "residual interest" in the Upper-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Seller hereby further designates the Class I-A-L1 Interest, Class I-A-L2
Interest, Class I-A-L3 Interest, Class I-A-L4 Interest, Class I-A-L6 Interest,
Class I-A-LPO Interest, Class I-A-LUR Interest, Class II-A-L1 Interest, Class
II-A-L2 Interest, Class II-A-L8 Interest, Class II-A-LPO Interest, Class B-L1
Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class
B-L5 Interest and Class B-L6 Interest as classes of "regular interests" and the
Class I-A-LR Certificate as the single class of "residual interest" in the
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Closing Date is hereby designated as the "Startup Day" of each
of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Code Section
860G(a)(9). The "latest possible maturity date" of the regular interests in the
REMIC is July 25, 2031 for purposes of Code Section 860G(a)(1).
SECTION 2.06 OPTIONAL SUBSTITUTION OF MORTGAGE LOANS.
----------------------------------------
During the three-month period beginning on the Startup Date, the
Seller shall have the right, but not the obligation, in its sole discretion for
any reason, to substitute for any Group I or Group II 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 Trust Administrator, if any and any amounts deemed
received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Sections 2.02, 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
the either of the Upper-Tier REMIC or 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 Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such
right to reimbursement pursuant to this subclause (i) being limited to
amounts received on or in respect of particular Mortgage Loans (including,
for this purpose, Liquidation Proceeds, REO Proceeds and proceeds from the
purchase, sale, repurchase or substitution of Mortgage Loans pursuant to
Sections 2.02, 2.03, 2.06, 3.08 or 9.01) respecting which any such
Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;
(xii) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xiii) to pay to WFHM from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUST ADMINISTRATOR.
----------------------------------------------------
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to made Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of WFHM or such Other Servicer, as the case may be,
(ii) the amount actually advanced by WFHM or such Other Servicer, (iii) the
amount that the Trust Administrator or Master Servicer is required to advance
hereunder including any amount the Master Servicer is required to advance
pursuant to the second sentence of this Section 3.03(a) and (iv) whether the
Master Servicer has determined that it reasonably believes that such Periodic
Advance is a Nonrecoverable Advance. Amounts advanced by the Trust Administrator
or Master Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trust Administrator will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trust Administrator may
conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trust Administrator that such failure has
occurred. Upon receipt of such certification, the Trust Administrator shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant
to Section 3.03(b). The Master Servicer shall diligently pursue restoration of
such amount to the Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trust Administrator, withdraw from the Certificate Account and remit to the
Trust Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
SECTION 3.04 TRUST ADMINISTRATOR TO COOPERATE;
RELEASE OF OWNER MORTGAGE LOAN FILES.
-------------------------------------
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer
pursuant to clause (ii) of the preceding paragraph, the Trust Administrator
shall execute and deliver to the Master Servicer or such Servicer, as directed
by the Master Servicer, court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. Each such certification
shall include a request that such pleadings or documents be executed by the
Trust Administrator and a statement as to the reason such documents or pleadings
are required and that the execution and delivery thereof by the Trust
Administrator will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure
proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUST ADMINISTRATOR; ANNUAL
COMPLIANCE STATEMENTS.
------------------------------------------
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current Xxxxxx Xxx monthly accounting
report for its Guaranteed Mortgage Pass-Through Program with appropriate
additions and changes, and shall also include information as to the aggregate
unpaid principal balance of all of the Mortgage Loans as of the close of
business as of the last day of the calendar month immediately preceding such
Distribution Date. Copies of such statement shall be provided by the Trust
Administrator to any Certificateholder upon written request, provided such
statement is delivered, or caused to be delivered, by the Master Servicer to the
Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO
MORTGAGE LOAN.
--------------------------------------------
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
------------------------------------
(a) Subject to the prior written consent of the Trustee and the
Trust Administrator pursuant to Section 3.07(b), the Master Servicer from time
to time may, to the extent permitted by the applicable Servicing Agreement, make
such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee and the Trust
Administrator such Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and (iii) the reason or
reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require the
consent of any Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the WFHM Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an amendment
to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
-----------------------
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations 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, the Trust Administrator's and the
Certificateholders' reliance on the Master Servicer, and in a manner consistent
with the terms and provisions of any insurance policy required to be maintained
by the Master Servicer or any Servicer pursuant to this Agreement or any
Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or 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, 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 Trust Administrator an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence; provided however that no such
Opinion of Counsel need be delivered if the sole purpose of the modification is
to reduce the Monthly Payment on a Mortgage Loan as a result of a Curtailment
such that the Mortgage Loan is fully amortized by its original maturity date.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator, on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall 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 Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian, if any,
shall promptly release to the Seller the Owner Mortgage Loan File relating to
the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, 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.
Additional Collateral may be liquidated and the proceeds applied to
cover any shortfalls upon the liquidation of a Mortgaged Property; provided,
however, that the Trust Estate in no event shall acquire ownership of the
Additional Collateral unless the Trustee and the Trust Administrator shall have
received an Opinion of Counsel that such ownership shall not cause the Trust
Estate to fail to qualify as a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
-----------------------------------------------------
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller, the Trust Administrator and the Trustee an
Officer's Certificate certifying that an event has occurred which may justify
termination of such Servicing Agreement, describing the circumstances
surrounding such event and recommending what action should be taken by the
Trustee with respect to such Servicer. If the Master Servicer recommends that
such Servicing Agreement be terminated, the Master Servicer's certification must
state that the breach is material and not merely technical in nature. Upon
written direction of the Master Servicer, based upon such certification, the
Trustee shall promptly terminate such Servicing Agreement. Notwithstanding the
foregoing, in the event that (i) WFHM fails to make any advance, as a
consequence of which the Trust Administrator is obligated to make an advance
pursuant to Section 3.03 and (ii) the Trust Administrator provides WFHM written
notice of the failure to make such advance and such failure shall continue
unremedied for a period of 15 days after receipt of such notice, the Trust
Administrator shall recommend to the Trustee the termination of the WFHM
Servicing Agreement without the recommendation of the Master Servicer and upon
such recommendation, the Trustee shall terminate the WFHM Servicing Agreement.
The Master Servicer shall indemnify the Trustee and the Trust Administrator and
hold each harmless from and against any and all claims, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees) arising out
of, or assessed against the Trustee or the Trust Administrator in connection
with termination of such Servicing Agreement at the direction of the Master
Servicer. In addition, the Master Servicer shall indemnify the Trustee and hold
it harmless from and against any and all claims, liabilities, costs and expenses
(including, without limitation, reasonable attorney's fees) arising out of, or
assessed against the Trustee in connection with the termination of the WFHM
Servicing Agreement as provided in the second preceding sentence. If the Trustee
terminates such Servicing Agreement, the Trustee may enter into a substitute
Servicing Agreement with the Master Servicer or, at the Master Servicer's
nomination, with another mortgage loan service company acceptable to the
Trustee, the Trust Administrator, the Master Servicer and each Rating Agency
under which the Master Servicer or such substitute servicer, as the case may be,
shall assume, satisfy, perform and carry out all liabilities, duties,
responsibilities and obligations that are to be, or otherwise were to have been,
satisfied, performed and carried out by such Servicer under such terminated
Servicing Agreement. Until such time as the Trustee enters into a substitute
servicing agreement with respect to the Mortgage Loans previously serviced by
such Servicer, the Master Servicer shall assume, satisfy, perform and carry out
all obligations which otherwise were to have been satisfied, performed and
carried out by such Servicer under its terminated Servicing Agreement. However,
in no event shall the Master Servicer be deemed to have assumed the obligations
of a Servicer to advance payments of principal and interest on a delinquent
Mortgage Loan in excess of the Master Servicer's independent Periodic Advance
obligation under Section 3.03 of this Agreement. As compensation for the Master
Servicer of any servicing obligations fulfilled or assumed by the Master
Servicer, the Master Servicer shall be entitled to any servicing compensation to
which a Servicer would have been entitled if the Servicing Agreement with such
Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
----------------------------------------
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
------------
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class B-1, Class B-2 and Class B-3 Certificates pursuant to the Securities
Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
--------------
(a) On each Distribution Date, the Group I Pool Distribution Amount
and Group II Pool Distribution Amount will be applied in the following amounts,
to the extent the Group I Pool Distribution Amount and 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:
(i) with respect to the Group I-A Certificates and Group II-A
Certificates, from the Group I Pool Distribution Amount and Group II Pool
Distribution Amount, respectively, as follows:
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; provided that
prior to the applicable Accretion Termination Date, an amount equal
to the amount that would otherwise be distributable in respect of
interest to each Class of Accrual Certificates and each Accrual
Component pursuant to this provision will instead be distributed in
reduction of the Principal Balances of certain Classes of Class A
Certificates or Components, in each case in accordance with Section
4.01(b);
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; provided that prior to the applicable
Accretion Termination Date, an amount equal to the amount that would
otherwise be distributable in respect of unpaid interest shortfalls
to each Class of Accrual Certificates and each Accrual Component
pursuant to this provision will instead be distributed in reduction
of the Principal Balances of certain Classes of Class A Certificates
or Components, in each case in accordance with Section 4.01(b);
third, (A) concurrently, to the Group I-A Certificates (other
than the Class I-A-PO Certificates) and the Class I-A-PO
Certificates, 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
I-A-PO Certificates), 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 I-A-PO Certificates 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
II-A-PO Certificates) and the Class II-A-PO Certificates, 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 II-A-PO Certificates),
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 Certificates in an amount
up to the Class II-A-PO Optimal Principal Amount;
fourth, (A) to the Class I-A-PO Certificates in an amount up
to the Class I-A-PO Deferred Amount from amounts otherwise
distributable (without regard to this Clause (i) Paragraph fourth)
first to the Class B-6 Certificates pursuant to Clause (ii)
Paragraph eighteenth, below, second to the Class B-5 Certificates
pursuant to Clause (ii) Paragraph fifteenth, below, third to the
Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth,
below, fourth to the Class B-3 Certificates pursuant to Clause (ii)
Paragraph ninth, below, fifth to the Class B-2 Certificates pursuant
to Clause (ii) Paragraph sixth below, and sixth to the Class B-1
Certificates pursuant to Clause (ii) Paragraph third 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 Clause (i) Paragraph fourth) first to the
Class B-6 Certificates pursuant to Clause (ii) Paragraph eighteenth,
below, second to the Class B-5 Certificates pursuant to Clause (ii)
Paragraph fifteenth, below, third to the Class B-4 Certificates
pursuant to Clause (ii) Paragraph twelfth, below, fourth to the
Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth,
below, fifth to the Class B-2 Certificates pursuant to Clause (ii)
Paragraph sixth below, and sixth to the Class B-1 Certificates
pursuant to Clause (ii) Paragraph third below; provided, however, to
the extent necessary to reduce the Class I-A-PO Deferred Amount and
Class II-A-PO Deferred Amount to zero, any amounts otherwise
distributable to a Class of Class B Certificates will be allocated
pro rata between the Class I-A-PO Deferred Amount and the Class
II-A-PO Deferred Amount; and
(ii) to the Class B Certificates, from the Group I Pool Distribution
Amount and Group II Pool Distribution Amount, subject to Section
4.01(b)(iii), as follows:
first, to the Class B-1 Certificates in an amount up to the
Interest Accrual Amount for the Class B-1 Certificates with respect
to such Distribution Date;
second, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
third, to the Class B-1 Certificates in an amount up to the
Class B-1 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-1 Certificates pursuant to this
Clause (ii) Paragraph third will be reduced by the amount, if any,
that would have been distributable to the Class B-1 Certificates
hereunder used to pay the Class I-A-PO Deferred Amount and Class
II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
fourth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect
to such Distribution Date;
fifth, to the Class B-2 Certificates in an amount up to the
Class B-2 Unpaid Interest Shortfall;
sixth, to the Class B-2 Certificates in an amount up to the
Class B-2 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-2 Certificates pursuant to this
Clause (ii) Paragraph sixth will be reduced by the amount, if any,
that would have been distributable to the Class B-2 Certificates
hereunder used to pay the Class I-A-PO Deferred Amount and Class
II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
seventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect
to such Distribution Date;
eighth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
ninth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-3 Certificates pursuant to this
Clause (ii) Paragraph ninth will be reduced by the amount, if any,
that would have been distributable to the Class B-3 Certificates
hereunder used to pay the Class I-A-PO Deferred Amount and Class
II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
tenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect
to such Distribution Date;
eleventh, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
twelfth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-4 Certificates pursuant to this
Clause (ii) Paragraph twelfth will be reduced by the amount, if any,
that would have been distributable to the Class B-4 Certificates
hereunder used to pay the Class I-A-PO Deferred Amount and Class
II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
thirteenth, to the Class B-5 Certificates in an amount up to
the Interest Accrual Amount for the Class B-5 Certificates with
respect to such Distribution Date;
fourteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Unpaid Interest Shortfall;
fifteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-5 Certificates pursuant to this
Clause (ii) Paragraph fifteenth will be reduced by the amount, if
any, that would have been distributable to the Class B-5
Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i)
Paragraph fourth above;
sixteenth, to the Class B-6 Certificates in an amount up to
the Interest Accrual Amount for the Class B-6 Certificates with
respect to such Distribution Date;
seventeenth, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
eighteenth, to the Class B-6 Certificates in an amount up to
the Class B-6 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-6 Certificates pursuant to this
Clause (ii) Paragraph eighteenth will be reduced by the amount, if
any, that would have been distributable to the Class B-6
Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i)
Paragraph fourth above; and
nineteenth, to the Holder of the Class I-A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the
Holder of the Class I-A-LR Certificate, any amounts remaining in the
Payment Account.
Notwithstanding the foregoing, after the Principal Balance or
notional amount of any Class (other than the Class I-A-7, Class I-A-R and Class
I-A-LR Certificates) has been reduced to zero or, in the case of the Class I-A-7
Certificates, after the latter to occur of (i) the Principal Balance of such
Class has been reduced to zero or (ii) the Class I-A-7C Notional Amount, Class
I-A-7D Notional Amount and Class I-A-7F Notional Amount have each 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 I-A-PO
and Class II-A-PO Certificates) and any Class of Class B Certificates with a
lower numerical designation pro rata based on their outstanding Principal
Balances.
(iii) 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, Component or Components as provided herein. On each
Distribution Date, each Uncertificated Lower-Tier Interest (other than the
Class I-A-L1 Interest and Class I-A-L2 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, Component or
Components, in each case to the extent actually distributed (or, in the
case of a Class of Accrual Certificates or an Accrual Component, added to
their Principal Balance) thereon. On each Distribution Date, the Class
I-A-L1 Interest shall receive a distribution in respect of interest in an
amount equal to the sum of (i) the Interest Accrual Amount and any
distribution in respect of Class A Unpaid Interest Shortfalls in each case
actually distributed on the Class I-A-1 Certificates and (ii) the product
of the Class I-A-L1 Interest Fraction and the Interest Accrual Amount and
any distribution in respect of Class A Unpaid Interest Shortfalls in each
case actually distributed on the Class I-A-7D Component. On each
Distribution Date, the Class I-A-L2 Interest shall receive a distribution
in respect of interest in an amount equal to the sum of (i) the Interest
Accrual Amount and any distribution in respect of Class A Unpaid Interest
Shortfalls in each case actually distributed on the Class I-A-2
Certificates and (ii) the product of the Class I-A-L2 Interest Fraction
and the Interest Accrual Amount and any distribution in respect of Class A
Unpaid Interest Shortfalls in each case actually distributed on the Class
I-A-7D Component. 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, Classes, Component or Components. The initial
principal balance of each Uncertificated Lower-Tier Interest equals the Original
Principal Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components.
The pass-through rate with respect to the Class I-A-L1, Class
I-A-L2, Class I-A-L3, Class I-A-L4, Class I-A-L6, Class II-A-L1, Class II-A-L2
and Class II-A-L8 Interest shall be 6.750%. The pass-through rate with respect
to the Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4
Interest, Class B-L5 Interest and Class B-L6 Interest shall be equal to the
Class B Pass-Through Rate. The Class I-A-LPO Interest and Class II-A-PLO
Interest are principal-only interests and are not entitled to distributions of
interest. Any Non-Supported Interest Shortfalls will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
(b) (i) The Class II-A-9 Certificates are interest only Certificates
and are not entitled to distributions in respect of principal.
On each Distribution Date prior to the Subordination Depletion Date, the
Group I-A Non-PO Principal Distribution Amount will be distributed in reduction
of the Principal Balances of the Classes of Group I-A Certificates (other than
the Principal Balance of the Class I-A-PO Certificates) sequentially as follows:
On each Distribution Date occurring prior to the Accretion Termination
Date for the Class I-A-13 Certificates, the Accrual Distribution Amount for the
Class I-A-13 Certificates will be distributed sequentially as follows:
first, concurrently, to the Class I-A-8 and Class I-A-9 Certificates, pro
rata, until the Principal Balance of each such Class has been reduced to zero;
and
second, to the Class I-A-13 Certificates, until the Principal Balance
thereof has been reduced to zero.
On each Distribution Date occurring prior to the Accretion Termination
Date for the Class I-A-12 Certificates, the Accrual Distribution Amount for the
Class I-A-12 Certificates will be distributed sequentially, to the Class I-A-10,
Class I-A-11 and Class I-A-12 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero.
On each Distribution Date occurring prior to the Accretion Termination
Date for the Class I-A-7E Component, the Accrual Distribution Amount for the
Class I-A-7E Component will be distributed sequentially as follows:
first, concurrently, as follows:
(A) 19.5010597103% sequentially, to the Class I-A-10, Class I-A-11
and Class I-A-12 Certificates, in that order, until the Principal Balance
of each such
Class has been reduced to zero; and
(B) 80.4989402897% sequentially, as follows:
(a) sequentially, up to the Group IA PAC Principal Amount as
follows:
(i) concurrently, to the Class I-A-8 and Class I-A-9
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero; and
(ii) to the Class I-A-13 Certificates, until the
Principal Balance thereof has been reduced to zero;
(b) to the Class I-A-3 Certificates, until the Principal
Balance thereof has been reduced to zero;
(c) sequentially, as follows:
(i) concurrently, to the Class I-A-8 and Class I-A-9
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero; and
(ii) to the Class I-A-13 Certificates, until the
Principal Balance thereof has been reduced to zero; and
second, to the Class I-A-7E Component, until the Principal Balance thereof
has been reduced to zero.
On each Distribution Date occurring prior to the Accretion Termination
Date for the Class I-A-6 Certificates, the Accrual Distribution Amount for the
Class I-A-6 Certificates will be distributed sequentially as follows:
first, concurrently, as follows:
(A) 19.5010597103% sequentially, to the Class I-A-10,Class I-A-11
and Class I-A-12 Certificates, in that order, until the Principal Balance
of each such Class has been reduced to zero;
(B) 80.4989402897% sequentially, as follows:
(a) sequentially, up to the Group IA PAC Principal Amount,
as follows:
(i) concurrently, to the Class I-A-8 and Class I-A-9
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero; and
(ii) to the Class I-A-13 Certificates, until the
Principal Balance thereof has been reduced to zero;
(b) to the Class I-A-3 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(c) sequentially, as follows:
(i) concurrently, to the Class I-A-8 and Class I-A-9
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero; and
(ii) to the Class I-A-13 Certificates, until the
Principal Balance thereof has been reduced to zero; and
second, sequentially, to the Class I-A-7E Component and the Class I-A-6
Certificates, in that order, until the Principal Balance of each such Class and
Component has been reduced to zero.
On each Distribution Date occurring prior to the Accretion Termination
Date for the Class I-A-7A Component, the Accrual Distribution Amount for the
Class I-A-7A Component will be distributed sequentially, to the Class I-A-1 and
Class I-A-2 Certificates and the Class I-A-7A Component, in that order, until
the Principal Balance of each such Class and Component has been reduced to zero.
On each Distribution Date occurring prior to the Accretion Termination
Date for the Class I-A-7B Component, the Accrual Distribution Amount for the
Class I-A-7B Component will be distributed sequentially, to the Class I-A-4 and
Class I-A-5 Certificates and the Class I-A-7B Component, in that order, until
the Principal Balance of each such Class and Component has been reduced to zero.
On each Distribution Date occurring prior to the 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 (other than the Class I-A-PO Certificates) and Components,
sequentially, as follows:
first, concurrently, to the Class I-A-R and Class I-A-LR Certificates, pro
rata, until the Principal Balance of each such Class has been reduced to zero;
second, sequentially, as follows, up to the Priority Amount:
(A) sequentially, up to the Group IB PAC Principal Amount, to the
Class I-A-1 and Class I-A-2 Certificates and the Class I-A-7A Component,
in that order, until the Principal Balance of each such Class and
Component has been reduced to zero;
(B) sequentially, up to the Group IA Reduction Amount, to the Class
I-A-4 and Class I-A-5 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero;
(C) concurrently, until the Principal Balances of the Class I-A-4
and Class I-A-5 Certificates have been reduced to zero, as follows:
(a) 70.00% sequentially, to the Class I-A-4 and Class I-A-5
Certificates, in that order; and
(b) 30.00% to the Class I-A-7B Component;
(D) to the Class I-A-7B Component, until the Principal Balance
thereof has been reduced to zero; and
(E) sequentially, to the Class I-A-1 and Class I-A-2 Certificates
and the Class I-A-7A Component, in that order, until the Principal Balance
of each such Class and Component has been reduced to zero;
third, concurrently, up to the Group IB Reduction Amount, as follows:
(A) 19.5010597103% sequentially, to the Class I-A-10, Class I-A-11
and Class I-A-12 Certificates, in that order, until the Principal Balance
of each such Class has been reduced to zero; and
(B) 80.4989402897% sequentially, as follows:
(a) sequentially, up to the Group IA PAC Principal Amount, as
follows:
(i) concurrently, to the Class I-A-8 and Class I-A-9
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero; and
(ii) to the Class I-A-13 Certificates, until the
Principal Balance thereof has been reduced to zero;
(b) to the Class I-A-3 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(c) sequentially, as follows:
(i) concurrently, to the Class I-A-8 and Class I-A-9
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero; and
(ii) to the Class I-A-13 Certificates, until the
Principal Balance thereof has been reduced to zero;
fourth, to the Class I-A-7E Component, up to its Reduction Amount for such
Distribution Date;
fifth, to the Class I-A-6 Certificates, until the Principal Balance
thereof has been reduced to zero;
sixth, to the Class I-A-7E Component, without regard to its Reduction
Amount for such Distribution Date, until the Principal Balance thereof has been
reduced to zero;
seventh, concurrently, as follows:
(A) 19.5010597103% sequentially, to the Class I-A-10, Class I-A-11
and Class I-A-12 Certificates, in that order, until the Principal Balance
of each such Class has been reduced to zero; and
(B) 80.4989402897% sequentially, as follows:
(a) sequentially, up to the Group IA PAC Principal Amount as
follows:
(i) concurrently, to the Class I-A-8 and Class I-A-9
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero; and
(ii) to the Class I-A-13 Certificates, until the
Principal Balance thereof has been reduced to zero;
(b) to the Class I-A-3 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(c) sequentially, as follows:
(i) concurrently, to the Class I-A-8 and Class I-A-9
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero; and
(ii) to the Class I-A-13 Certificates, until the
Principal Balance thereof has been reduced to zero; and
eighth, sequentially, as follows, without regard to the Priority Amount
for such Distribution Date:
(A) sequentially, up to the Group IB PAC Principal Amount, to the
Class I-A-1 and Class I-A-2 Certificates and the Class I-A-7A Component,
in that order, until the Principal Balance of each such Class and
Component has been reduced to zero;
(B) sequentially, up to the Group IA Reduction Amount, to the Class
I-A-4 and Class I-A-5 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero;
(C) concurrently, until the Principal Balances of the Class I-A-4
and Class I-A-5 Certificates have been reduced to zero, as follows:
(a) 70.00% sequentially, to the Class I-A-4 and Class I-A-5
Certificates, in that order; and
(b) 30.00% to the Class I-A-7B Component;
(D) to the Class I-A-7B Component, until the Principal Balance
thereof has been reduced to zero; and
(E) sequentially, to the Class I-A-1 and Class I-A-2 Certificates
and the Class I-A-7A Component, in that order, until the Principal Balance
of each such Class and Component has been reduced to zero.
(ii) On each Distribution Date prior to the Subordination Depletion
Date, the Group II-A Non-PO Principal Distribution Amount will be allocated and
distributed to the Classes of Group II-A Certificates (other than the Principal
Balance of the Class II-A-PO Certificates) as follows:
On each Distribution Date occurring prior to the Accretion Termination
Date for the Class II-A-7 Certificates, the Accrual Distribution Amount for the
Class II-A-7 Certificates will be distributed sequentially as follows:
first, to the Class II-A-5 Certificates, up to their Reduction Amount for
such Distribution Date;
second, to the Class II-A-6 Certificates, until the Principal Balance
thereof has been reduced to zero;
third, to the Class II-A-5 Certificates, without regard to their Reduction
Amount for such Distribution Date, until the Principal Balance thereof has been
reduced to zero; and
fourth, to the Class II-A-7 Certificates, until the Principal Balance
thereof has been reduced to zero.
On each Distribution Date occurring prior to the Accretion Termination
Date for the Class II-A-23 Certificates, the Accrual Distribution Amount for the
Class II-A-23 Certificates will be distributed sequentially as follows:
first, to the Class II-A-20 Certificates, until the Principal Balance
thereof has been reduced to zero;
second, concurrently, to the Class II-A-13 and Class II-A-21 Certificates,
pro rata, based on their Original Principal Balances, until the Principal
Balance of each such Class has been reduced to zero; and
third, sequentially, to the Class II-A-22 and Class II-A-23 Certificates,
in that order, until the Principal Balance of each such Class has been reduced
to zero.
On each Distribution Date occurring prior to the Subordination Depletion
Date, the Group II-A Non-PO Principal Amount will be allocated among and
distributed in reduction of the Principal Balances of the Group II-A
Certificates (other than the Class II-A-PO Certificates) sequentially, as
follows:
first, sequentially, up to the Group II PAC Principal Amount, to the Class
II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, in that order,
until the Principal Balance of each such Class has been reduced to zero;
second, sequentially, up to the Group II Reduction Amount, as follows;
(A) to the Class II-A-5 Certificates, up to their Reduction Amount
for such Distribution Date;
(B) to the Class II-A-6 Certificates, until the Principal Balance
thereof has been reduced to zero; and
(C) to the Class II-A-5 Certificates, without regard to their
Reduction Amount for such Distribution Date, until the Principal Balance
thereof has been reduced to zero;
third, to the Class II-A-7 Certificates, until the Principal Balance
thereof has been reduced to zero;
fourth, concurrently, as follows:
(A) 3.5714285906% to the Class II-A-8 Certificates, until the
Principal Balance thereof has been reduced to zero; and
(B) 96.0000000000% sequentially, as follows:
(a) concurrently, to the Class II-A-10 and Class II-A-14
Certificates, pro rata, based on their Original Principal Balances,
until the Principal Balance of each such Class has been reduced to
zero;
(b) sequentially, to the Class II-A-15, Class II-A-16 and
Class II-A-17 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero;
(c) concurrently, to the Class II-A-11 and Class II-A-18
Certificates, pro rata, based on their Original Principal Balances,
until the Principal Balance of each such Class has been reduced to
zero; and
(d) concurrently, as follows:
(i) 8.3080384717% to the Class II-A-12 Certificates,
until the Principal Balance thereof has been reduced to zero;
(ii) 37.6897114622% to the Class II-A-19 Certificates,
until the Principal Balance thereof has been reduced to zero;
and
(iii) 54.0022500661% sequentially, as follows:
(x) to the Class II-A-20 Certificates, until the
Principal Balance thereof has been reduced to zero;
(y) concurrently, to the Class II-A-13 and Class
II-A-21 Certificates, pro rata, based on their Original
Principal Balances, until the Principal Balance of each
such Class has been reduced to zero; and
(z) sequentially, to the Class II-A-22 and Class
II-A-23 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero;
fifth, to the Class II-A-5 Certificates, up to their Reduction Amount for
such Distribution Date;
sixth, to the Class II-A-6 Certificates, until the Principal Balance
thereof has been reduced to zero;
seventh, to the Class II-A-5 Certificates, without regard to their
Reduction Amount for such Distribution Date, until the Principal Balance thereof
has been reduced to zero; and
eighth, sequentially, to the Class II-A-1, Class II-A-2, Class II-A-3 and
Class II-A-4 Certificates, in that order, until the Principal Balance of each
such Class has been reduced to zero.
As used above, the "Group IA PAC Principal Amount" for any Distribution
Date means the amount, if any, that would reduce the sum of the Principal
Balances of the Class I-A-8, Class I-A-9 and Class I-A-13 Certificates to the
percentage of the sum of the Original Principal Balances of such Classes shown
in the related table with respect to such Distribution Date.
As used Above, the "Group IB PAC Principal Amount" for any Distribution
Date means the amount, if any, that would reduce the sum of the Principal
Balances of the Class I-A-1 and Class I-A-2 Certificates and the Class I-A-7A
Component to the percentage of the sum of the Original Principal Balances of
such Classes and Component shown in the related table with respect to such
Distribution Date.
As used above, the "Group II PAC Principal Amount" for any Distribution
Date means the amount, if any, that would reduce the sum of the Principal
Balances of the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4
Certificates to the percentage of the sum of the Original Principal Balances of
such Classes shown in the related table with respect to such Distribution Date.
As used above, the "Reduction Amount" for any Distribution Date and for
the Class II-A-5 Certificates and the Class I-A-7E Component means the amount,
if any, that would reduce the Principal Balance of such Class or Component to
the percentage of its Original Principal Balance shown in the related table with
respect to such Distribution Date.
As used above, the "Group IA Reduction Amount" for any Distribution Date
means the amount, if any, that would reduce the sum of the Principal Balances of
the Class I-A-4 and Class I-A-5 Certificates to the percentage of the sum of the
Original Principal Balances of such Classes shown in the related table with
respect to such Distribution Date.
As used above, the "Group IB Reduction Amount" for any Distribution Date
means the amount, if any, that would reduce the sum of the Principal Balances of
the Class I-A-3, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class
I-A-12 and Class I-A-13 Certificates to the percentage of the sum of the
Original Principal Balances of such Classes shown in the related table with
respect to such Distribution Date.
As used above, the "Group II Reduction Amount "for any Distribution Date
means the amount, if any, that would reduce the sum of the Principal Balances of
the Class II-A-5 and Class II-A-6 Certificates to the percentage of the sum of
the initial Principal Balances of such Classes shown in the related table with
respect to such Distribution Date.
The following tables set forth for each Distribution Date the
planned Principal Balances for the PAC Certificates and the scheduled Principal
Balances for the Scheduled Certificates, expressed as a percentage of the
Original Principal Balance of each Class.
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP IA PAC CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
July 2001............ 99.11061531% July 2004............ 38.59383720% August 2007......... 1.52039998%
August 2001.......... 98.13749672 August 2004.......... 36.86987256 September 2007 1.42050255
September 2001....... 97.08103846 September 2004....... 35.15625453 October 2007........ 1.32471052
October 2001......... 95.94154843 October 2004......... 33.45290242 November 2007....... 1.23291269
November 2001........ 94.71938340 November 2004........ 31.75973593 December 2007....... 1.14500060
December 2001........ 93.41494882 December 2004........ 30.07667520 January 2008........ 1.06086843
January 2002......... 92.02869861 January 2005......... 28.40364080 February 2008....... 0.98041285
February 2002........ 90.56113494 February 2005........ 26.74055376 March 2008.......... 0.90353310
March 2002........... 89.01280793 March 2005........... 25.08733544 April 2008.......... 0.83013085
April 2002........... 87.38431526 April 2005........... 23.44390770 May 2008............ 0.76011015
May 2002............. 85.67630180 May 2005............. 21.81019277 June 2008........... 0.69337740
June 2002............ 83.88945918 June 2005............ 20.18611331 July 2008........... 0.66670455
July 2002............ 82.49572894 July 2005............ 18.68577725 August 2008......... 0.63995510
August 2002.......... 81.04242401 August 2005.......... 17.19379259 September 2008...... 0.61311833
September 2002....... 79.53029990 September 2005....... 15.71008888 October 2008........ 0.58618390
October 2002......... 77.96015211 October 2005......... 14.23459603 November 2008....... 0.55914167
November 2002........ 76.33281553 November 2005........ 12.76724435 December 2008....... 0.53198183
December 2002........ 74.64916379 December 2005........ 11.34598888 January 2009........ 0.50469486
January 2003......... 72.91010840 January 2006......... 9.97403450 February 2009....... 0.47727145
February 2003........ 71.11659808 February 2006........ 8.64998424 March 2009.......... 0.44970260
March 2003........... 69.26961785 March 2006........... 7.37247740 April 2009.......... 0.42197955
April 2003........... 67.37018814 April 2006........... 6.14018877 May 2009............ 0.39410055
May 2003............. 65.41936394 May 2006............. 4.95182769 June 2009........... 0.36606475
June 2003............ 63.41823388 June 2006............ 3.80613715 July 2009........... 0.33787123
July 2003............ 61.48904211 July 2006............ 3.59996036 August 2009......... 0.30951914
August 2003.......... 59.51530027 August 2006.......... 3.40037646 September 2009...... 0.28100754
September 2003....... 57.54951924 September 2006....... 3.20722181 October 2009........ 0.25233559
October 2003......... 55.59169827 October 2006......... 3.02033663 November 2009....... 0.22350235
November 2003........ 53.64183875 November 2006........ 2.83956481 December 2009....... 0.19450692
December 2003........ 51.70413470 December 2006........ 2.66475396 January 2010........ 0.16534840
January 2004......... 49.77849721 January 2007......... 2.49575513 February 2010....... 0.13602584
February 2004........ 47.86483783 February 2007........ 2.33242295 March 2010.......... 0.10653836
March 2004........... 45.96306861 March 2007........... 2.17461538 April 2010.......... 0.07688501
April 2004........... 44.07310210 April 2007........... 2.02219373 May 2010............ 0.04706486
May 2004............. 42.19485127 May 2007............. 1.87502253 June 2010........... 0.01707698
June 2004............ 40.32822959 June 2007............ 1.73296950 July 2010
July 2007............ 1.62451672 and thereafter... 0.00000000
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP IB PAC CERTIFICATES AND COMPONENT
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Up to and including July 2006............ 67.23604234% March 2010....... 23.00879498%
December 2002........ 100.00000000% August 2006.......... 66.12033578 April 2010....... 22.12342085
January 2003......... 99.49383129 September 2006....... 65.01015182 May 2010......... 21.25973422
February 2003........ 98.97307841 October 2006......... 63.90546178 June 2010........ 20.41721478
March 2003........... 98.43781762 November 2006........ 62.80623714 July 2010........ 19.62729545
April 2003........... 97.88812840 December 2006........ 61.71244952 August 2010...... 18.85613177
May 2003............. 97.32409344 January 2007......... 60.62407070 September 2010... 18.10328489
June 2003............ 96.74579854 February 2007........ 59.54107257 October 2010..... 17.36832612
July 2003............ 96.05200050 March 2007........... 58.46342720 November 2010.... 16.65083672
August 2003.......... 95.34115461 April 2007........... 57.39110678 December 2010.... 15.95040764
September 2003....... 94.63003334 May 2007............. 56.32408366 January 2011..... 15.26663930
October 2003......... 93.91864211 June 2007............ 55.26233033 February 2011.... 14.59914140
November 2003........ 93.20698705 July 2007............ 54.20581942 March 2011....... 13.94753268
December 2003........ 92.49647224 August 2007.......... 53.15452367 April 2011....... 13.31144072
January 2004......... 91.78709224 September 2007 52.10841600 May 2011......... 12.69050175
February 2004........ 91.07884156 October 2007......... 51.06746947 June 2011........ 12.08436044
March 2004........... 90.37171477 November 2007........ 50.03165726 July 2011........ 11.49266967
April 2004........... 89.66570639 December 2007........ 49.00095269 August 2011...... 10.91509042
May 2004............. 88.96081101 January 2008......... 47.97532921 September 2011... 10.35129151
June 2004............ 88.25702317 February 2008........ 46.95476042 October 2011..... 9.80094946
July 2004............ 87.45290736 March 2008........... 45.93922007 November 2011.... 9.26374832
August 2004.......... 86.65066468 April 2008........... 44.92868200 December 2011.... 8.73937941
September 2004....... 85.85028740 May 2008............. 43.92312022 January 2012..... 8.22754129
October 2004......... 85.05176788 June 2008............ 42.92250887 February 2012.... 7.72793951
November 2004........ 84.25509840 July 2008............ 41.92682222 March 2012....... 7.24028641
December 2004........ 83.46027134 August 2008.......... 40.93603466 April 2012....... 6.76430109
January 2005......... 82.66727905 September 2008....... 39.95012073 May 2012......... 6.29970912
February 2005........ 81.87611392 October 2008......... 38.96905507 June 2012........ 5.84624247
March 2005........... 81.08676837 November 2008........ 37.99281251 July 2012........ 5.40363937
April 2005........... 80.29923478 December 2008........ 37.02136794 August 2012...... 4.97164409
May 2005............. 79.51350561 January 2009......... 36.05469644 September 2012... 4.55000688
June 2005............ 78.72957331 February 2009........ 35.09277314 October 2012..... 4.13848378
July 2005............ 77.85090934 March 2009........... 34.13557340 November 2012.... 3.73683653
August 2005.......... 76.97488286 April 2009........... 33.18307261 December 2012.... 3.34483241
September 2005....... 76.10148295 May 2009............. 32.23524637 January 2013..... 2.96224409
October 2005......... 75.23069878 June 2009............ 31.29207033 February 2013.... 2.58884957
November 2005........ 74.36251952 July 2009............ 30.35352032 March 2013....... 2.22443201
December 2005........ 73.49693437 August 2009.......... 29.41957227 April 2013....... 1.86877959
January 2006......... 72.63393260 September 2009....... 28.49020223 May 2013......... 1.52168548
February 2006........ 71.77350347 October 2009......... 27.56538639 June 2013........ 1.18294762
March 2006........... 70.91563631 November 2009........ 26.64510105 July 2013........ 0.85236870
April 2006........... 70.06032047 December 2009........ 25.72932263 August 2013...... 0.52975597
May 2006............. 69.20754533 January 2010......... 24.81802769 September 2013... 0.21492120
June 2006............ 68.35730033 February 2010........ 23.91119287 October 2013
and thereafter. 0.00000000
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP IA SCHEDULED CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
July 2001............ 99.63153521% June 2003............ 75.74240175% April 2005......... 36.53941545%
August 2001.......... 99.26099782 July 2003............ 73.98932063 May 2005........... 34.79724717
September 2001....... 98.88837615 August 2003.......... 72.19725838 June 2005.......... 33.07103573
October 2001......... 98.51365846 September 2003....... 70.41429959 July 2005.......... 31.14835119
November 2001........ 98.13683300 October 2003......... 68.64040053 August 2005........ 29.24723819
December 2001........ 97.75788791 November 2003........ 66.87552506 September 2005..... 27.36742526
January 2002......... 97.37681124 December 2003........ 65.12366349 October 2005....... 25.50864344
February 2002........ 96.99359102 January 2004......... 63.38469439 November 2005...... 23.67062617
March 2002........... 96.60821519 February 2004........ 61.65849690 December 2005...... 21.85310932
April 2002........... 96.22067160 March 2004........... 59.94495095 January 2006....... 20.05583114
May 2002............. 95.83094810 April 2004........... 58.24393712 February 2006...... 18.27853223
June 2002............ 95.43903241 May 2004............. 56.55533669 March 2006......... 16.52095547
July 2002............ 93.67914620 June 2004............ 54.87903162 April 2006......... 14.78284614
August 2002.......... 91.85421562 July 2004............ 52.96716125 May 2006........... 13.06395178
September 2002....... 89.96465092 August 2004.......... 51.07311105 June 2006.......... 11.36402214
October 2002......... 88.01089640 September 2004....... 49.19668835 July 2006.......... 9.15417126
November 2002........ 85.99343020 October 2004......... 47.33770194 August 2006........ 6.98279527
December 2002........ 83.91276424 November 2004........ 45.49596205 September 2006..... 4.84922606
January 2003......... 82.64172337 December 2004........ 43.67128025 October 2006....... 2.75280473
February 2003........ 81.33373996 January 2005......... 41.86346959 November 2006...... 0.69317564
March 2003........... 79.98929462 February 2005........ 40.07234448 December 2006
April 2003........... 78.60889528 March 2005........... 38.29772072 and thereafter.. 0.00000000
May 2003............. 77.19307703
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP IB SCHEDULED CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
July 2001............ 99.21566397% February 2006........ 9.33689252% September 2010..... 4.61667693%
August 2001.......... 98.30517368 March 2006........... 8.58440634 October 2010....... 4.61667693
September 2001....... 97.26915113 April 2006........... 7.85855491 November 2010...... 4.61667693
October 2001......... 96.10841274 May 2006............. 7.15857798 December 2010...... 4.61667693
November 2001........ 94.82396923 June 2006............ 6.48373518 January 2011....... 4.61667693
December 2001........ 93.41702509 July 2006............ 6.36229145 February 2011...... 4.61667693
January 2002......... 91.88897748 August 2006.......... 6.24473111 March 2011......... 4.61667693
February 2002........ 90.24141467 September 2006....... 6.13095779 April 2011......... 4.61667693
March 2002........... 88.47611397 October 2006......... 6.02087734 May 2011........... 4.61667693
April 2002........... 86.59503919 November 2006........ 5.91439785 June 2011.......... 4.61667693
May 2002............. 84.60033751 December 2006........ 5.81142950 July 2011.......... 4.61667693
June 2002............ 82.49433598 January 2007......... 5.71188461 August 2011........ 4.61667693
July 2002............ 80.84314413 February 2007........ 5.61567753 September 2011..... 4.61667693
August 2002.......... 79.11262258 March 2007........... 5.52272459 October 2011....... 4.61667693
September 2002....... 77.30540776 April 2007........... 5.43294410 November 2011...... 4.61667693
October 2002......... 75.42427937 May 2007............. 5.34625627 December 2011...... 4.61667693
November 2002........ 73.47215451 June 2007............ 5.26258318 January 2012....... 4.61667693
December 2002........ 71.45208145 July 2007............ 5.19870155 February 2012...... 4.61667693
January 2003......... 69.36723292 August 2007.......... 5.13737397 March 2012......... 4.61667693
February 2003........ 67.22089904 September 2007....... 5.07853168 April 2012......... 4.61667693
March 2003........... 65.01647993 October 2007......... 5.02210756 May 2012........... 4.61667693
April 2003........... 62.75747795 November 2007........ 4.96803616 June 2012.......... 4.61667693
May 2003............. 60.44748957 December 2007........ 4.91625356 July 2012.......... 4.61667693
June 2003............ 58.09019708 January 2008......... 4.86669742 August 2012........ 4.61667693
July 2003............ 55.87881070 February 2008........ 4.81930689 September 2012..... 4.61667693
August 2003.......... 53.63179758 March 2008........... 4.77402264 October 2012....... 4.61667693
September 2003....... 51.42576525 April 2008........... 4.73078672 November 2012...... 4.61667693
October 2003......... 49.26017907 May 2008............. 4.68954263 December 2012...... 4.61667693
November 2003........ 47.13452027 June 2008............ 4.65023523 January 2013....... 4.61667693
December 2003........ 45.05416528 July 2008............ 4.64254613 February 2013...... 4.61667693
January 2004......... 43.01828120 August 2008.......... 4.63593127 March 2013......... 4.61667693
February 2004........ 41.02604961 September 2008....... 4.63035307 April 2013......... 4.61667693
March 2004........... 39.07666628 October 2008......... 4.62577501 May 2013........... 4.61667693
April 2004........... 37.16934097 November 2008........ 4.62216154 June 2013.......... 4.61667693
May 2004............. 35.30329719 December 2008........ 4.61947811 July 2013.......... 4.61667693
June 2004............ 33.47777192 January 2009......... 4.61769115 August 2013........ 4.61667693
July 2004............ 31.86977400 February 2009........ 4.61676800 September 2013..... 4.61667693
August 2004.......... 30.29724576 March 2009........... 4.61667693 October 2013....... 4.57203567
September 2004....... 28.75951322 April 2009........... 4.61667693 November 2013...... 4.52817735
October 2004......... 27.25591443 May 2009............. 4.61667693 December 2013...... 4.48508868
November 2004........ 25.78579927 June 2009............ 4.61667693 January 2014....... 4.44275655
December 2004........ 24.34852915 July 2009............ 4.61667693 February 2014...... 4.40116809
January 2005......... 22.94347693 August 2009.......... 4.61667693 March 2014......... 4.36031065
February 2005........ 21.57002668 September 2009....... 4.61667693 April 2014......... 4.32017178
March 2005........... 20.22757341 October 2009......... 4.61667693 May 2014........... 4.28073924
April 2005........... 18.91552303 November 2009........ 4.61667693 June 2014.......... 4.24200100
May 2005............. 17.64374714 December 2009........ 4.61667693 July 2014.......... 4.20394522
June 2005............ 16.41382371 January 2010......... 4.61667693 August 2014........ 4.16656028
July 2005............ 15.41833650 February 2010........ 4.61667693 September 2014..... 4.12983473
August 2005.......... 14.45634378 March 2010........... 4.61667693 October 2014....... 4.09375732
September 2005....... 13.52690727 April 2010........... 4.61667693 November 2014...... 4.05831700
October 2005......... 12.62911295 May 2010............. 4.61667693 December 2014...... 4.02350288
November 2005........ 11.76207043 June 2010............ 4.61667693 January 2015....... 3.98930429
December 2005........ 10.92491239 July 2010............ 4.61667693 February 2015...... 3.95571070
January 2006......... 10.11679405 August 2010.......... 4.61667693 March 2015......... 3.92271178
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP IB SCHEDULED CERTIFICATES (CONTINUED)
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
April 2015........... 3.89029736% November 2019........ 1.08262736% June 2024.......... 0.21163200%
May 2015............. 3.85845745 December 2019........ 1.05309421 July 2024.......... 0.20482334
June 2015............ 3.82718223 January 2020......... 1.02431225 August 2024........ 0.19820202
July 2015............ 3.79646203 February 2020........ 0.99626311 September 2024..... 0.19176327
August 2015.......... 3.76628734 March 2020........... 0.96892889 October 2024....... 0.18550240
September 2015....... 3.73664885 April 2020........... 0.94229207 November 2024...... 0.17941486
October 2015......... 3.70753734 May 2020............. 0.91633557 December 2024...... 0.17349622
November 2015........ 3.67894382 June 2020............ 0.89104273 January 2025....... 0.16774213
December 2015........ 3.65085938 July 2020............ 0.86639728 February 2025...... 0.16214838
January 2016......... 3.62327531 August 2020.......... 0.84238333 March 2025......... 0.15671082
February 2016........ 3.59618301 September 2020....... 0.81898538 April 2025......... 0.15142545
March 2016........... 3.50418190 October 2020......... 0.79618829 May 2025........... 0.14628832
April 2016........... 3.41443745 November 2020........ 0.77397728 June 2025.......... 0.14129564
May 2016............. 3.32689570 December 2020........ 0.75233796 July 2025.......... 0.13644365
June 2016............ 3.24150399 January 2021......... 0.73125623 August 2025........ 0.13172872
July 2016............ 3.15821090 February 2021........ 0.71071837 September 2025..... 0.12714730
August 2016.......... 3.07696619 March 2021........... 0.69071097 October 2025....... 0.12269592
September 2016....... 2.99772083 April 2021........... 0.67122094 November 2025...... 0.11837121
October 2016......... 2.92042694 May 2021............. 0.65223551 December 2025...... 0.11416988
November 2016........ 2.84503774 June 2021............ 0.63374223 January 2026....... 0.11008870
December 2016........ 2.77150759 July 2021............ 0.61572891 February 2026...... 0.10612456
January 2017......... 2.69979190 August 2021.......... 0.59818370 March 2026......... 0.10227439
February 2017........ 2.62984714 September 2021....... 0.58109500 April 2026......... 0.09853523
March 2017........... 2.56163079 October 2021......... 0.56445150 May 2026........... 0.09490415
April 2017........... 2.49510136 November 2021........ 0.54824216 June 2026.......... 0.09137832
May 2017............. 2.43021831 December 2021........ 0.53245623 July 2026.......... 0.08795501
June 2017............ 2.36694207 January 2022......... 0.51708318 August 2026........ 0.08463148
July 2017............ 2.30523400 February 2022........ 0.50211274 September 2026..... 0.08140514
August 2017.......... 2.24505640 March 2022........... 0.48753491 October 2026....... 0.07827341
September 2017....... 2.18637239 April 2022........... 0.47333994 November 2026...... 0.07523381
October 2017......... 2.12914603 May 2022............. 0.45951825 December 2026...... 0.07228388
November 2017........ 2.07334221 June 2022............ 0.44606058 January 2027....... 0.06942127
December 2017........ 2.01892663 July 2022............ 0.43295783 February 2027...... 0.06664365
January 2018......... 1.96586580 August 2022.......... 0.42020113 March 2027......... 0.06394878
February 2018........ 1.91412706 September 2022....... 0.40778185 April 2027......... 0.06133444
March 2018........... 1.86367849 October 2022......... 0.39569154 May 2027........... 0.05879850
April 2018........... 1.81448892 November 2022........ 0.38392197 June 2027.......... 0.05633886
May 2018............. 1.76652794 December 2022........ 0.37246512 July 2027.......... 0.05395348
June 2018............ 1.71976586 January 2023......... 0.36131313 August 2027........ 0.05164040
July 2018............ 1.67417366 February 2023........ 0.35045836 September 2027..... 0.04939765
August 2018.......... 1.62972304 March 2023........... 0.33989334 October 2027....... 0.04722335
September 2018....... 1.58638637 April 2023........... 0.32961080 November 2027...... 0.04511567
October 2018......... 1.54413665 May 2023............. 0.31960362 December 2027...... 0.04307280
November 2018........ 1.50294755 June 2023............ 0.30986488 January 2028....... 0.04109301
December 2018........ 1.46279334 July 2023............ 0.30038779 February 2028...... 0.03917458
January 2019......... 1.42364891 August 2023.......... 0.29116578 March 2028......... 0.03731586
February 2019........ 1.38548975 September 2023....... 0.28219238 April 2028......... 0.03551522
March 2019........... 1.34829193 October 2023......... 0.27346133 May 2028........... 0.03377108
April 2019........... 1.31203209 November 2023........ 0.26496649 June 2028.......... 0.03208192
May 2019............. 1.27668741 December 2023........ 0.25670188 July 2028.......... 0.03044622
June 2019............ 1.24223564 January 2024......... 0.24866166 August 2028........ 0.02886252
July 2019............ 1.20865503 February 2024........ 0.24084014 September 2028..... 0.02732942
August 2019.......... 1.17592436 March 2024........... 0.23323177 October 2028....... 0.02584551
September 2019....... 1.14402293 April 2024........... 0.22583112 November 2028...... 0.02440943
October 2019......... 1.11293051 May 2024............. 0.21863293 December 2028...... 0.02301990
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP IB SCHEDULED CERTIFICATES (CONTINUED)
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
January 2029......... 0.02167559% November 2029........ 0.01046091% September 2030..... 0.00257877%
February 2029........ 0.02037528 December 2029........ 0.00953838 October 2030....... 0.00193961
March 2029........... 0.01911775 January 2030......... 0.00864802 November 2030...... 0.00132449
April 2029........... 0.01790179 February 2030........ 0.00778893 December 2030...... 0.00073271
May 2029............. 0.01672627 March 2030........... 0.00696022 January 2031....... 0.00016359
June 2029............ 0.01559004 April 2030........... 0.00616101 February 2031...... 0.00011917
July 2029............ 0.01449201 May 2030............. 0.00539047 March 2031......... 0.00007644
August 2029.......... 0.01343111 June 2030............ 0.00464776 April 2031......... 0.00003537
September 2029....... 0.01240631 July 2030............ 0.00393209 May 2031
October 2029......... 0.01141657 August 2030.......... 0.00324268 and thereafter.. 0.00000000
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL PRINCIPAL BALANCE
CLASS I-A-7E COMPONENT
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
July 2001............ 95.95851675% November 2001........ 72.29076123% April 2002......... 26.93292574%
August 2001.......... 91.15799247 December 2001........ 64.55686787 May 2002........... 15.98917028
September 2001....... 85.60600767 January 2002......... 56.13022498 June 2002.......... 4.49406216
October 2001......... 79.31255653 February 2002........ 47.03324652 July 2002
March 2002........... 37.29135795 and thereafter.. 0.00000000
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP II PAC CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Up to and including June 2007............ 44.74849592% January 2012....... 13.71383862%
November 2002........ 100.00000000% July 2007............ 43.90493245 February 2012...... 13.42091390
December 2002........ 99.11516716 August 2007.......... 43.06697394 March 2012......... 13.13403452
January 2003......... 98.19758047 September 2007....... 42.23458405 April 2012......... 12.85307827
February 2003........ 97.24773367 October 2007......... 41.40772669 May 2012........... 12.57792537
March 2003........... 96.26614079 November 2007........ 40.58636602 June 2012.......... 12.30845845
April 2003........... 95.25333574 December 2007........ 39.77046640 July 2012.......... 12.04456248
May 2003............. 94.20987181 January 2008......... 38.95999246 August 2012........ 11.78612470
June 2003............ 93.13632116 February 2008........ 38.15490903 September 2012..... 11.53303464
July 2003............ 92.03327435 March 2008........... 37.35518118 October 2012....... 11.28518402
August 2003.......... 90.90133977 April 2008........... 36.56077421 November 2012...... 11.04246671
September 2003....... 89.74114308 May 2008............. 35.77165365 December 2012...... 10.80477872
October 2003......... 88.58718436 June 2008............ 34.98778524 January 2013....... 10.57201813
November 2003........ 87.43944081 July 2008............ 34.22214322 February 2013...... 10.34408505
December 2003........ 86.29923235 August 2008.......... 33.47256671 March 2013......... 10.12088159
January 2004......... 85.16651064 September 2008....... 32.73872787 April 2013......... 9.90231183
February 2004........ 84.04122762 October 2008......... 32.02030543 May 2013........... 9.68828176
March 2004........... 82.92333557 November 2008........ 31.31698455 June 2013.......... 9.47869924
April 2004........... 81.81278707 December 2008........ 30.62845673 July 2013.......... 9.27347398
May 2004............. 80.70953502 January 2009......... 29.95441963 August 2013........ 9.07251750
June 2004............ 79.61353261 February 2009........ 29.29457702 September 2013..... 8.87574309
July 2004............ 78.52473336 March 2009........... 28.64863856 October 2013....... 8.68306578
August 2004.......... 77.44309108 April 2009........... 28.01631981 November 2013...... 8.49440228
September 2004....... 76.36855989 May 2009............. 27.39734197 December 2013...... 8.30967100
October 2004......... 75.30109418 June 2009............ 26.79143191 January 2014....... 8.12879195
November 2004........ 74.24064869 July 2009............ 26.21435627 February 2014...... 7.95168677
December 2004........ 73.18717841 August 2009.......... 25.64933336 March 2014......... 7.77827865
January 2005......... 72.14063865 September 2009....... 25.09611667 April 2014......... 7.60849234
February 2005........ 71.10098500 October 2009......... 24.55446465 May 2014........... 7.44225408
March 2005........... 70.06817336 November 2009........ 24.02414063 June 2014.......... 7.27949159
April 2005........... 69.04215988 December 2009........ 23.50491271 July 2014.......... 7.12013404
May 2005............. 68.02290105 January 2010......... 22.99655366 August 2014........ 6.96411204
June 2005............ 67.01035359 February 2010........ 22.49884085 September 2014..... 6.81135756
July 2005............ 66.00447455 March 2010........... 22.01155613 October 2014....... 6.66180397
August 2005.......... 65.00522122 April 2010........... 21.53448576 November 2014...... 6.51538594
September 2005....... 64.01255122 May 2010............. 21.06742032 December 2014...... 6.37203949
October 2005......... 63.02642239 June 2010............ 20.61015461 January 2015....... 6.23170188
November 2005........ 62.04679289 July 2010............ 20.17551856 February 2015...... 6.09431167
December 2005........ 61.07362114 August 2010.......... 19.74978487 March 2015......... 5.95980863
January 2006......... 60.10686582 September 2010....... 19.33277443 April 2015......... 5.82813376
February 2006........ 59.14648590 October 2010......... 18.92431168 May 2015........... 5.69922921
March 2006........... 58.19244061 November 2010........ 18.52422456 June 2015.......... 5.57303834
April 2006........... 57.24468945 December 2010........ 18.13234443 July 2015.......... 5.44950562
May 2006............. 56.30319218 January 2011......... 17.74850602 August 2015........ 5.32857663
June 2006............ 55.36790884 February 2011........ 17.37254734 September 2015..... 5.21019807
July 2006............ 54.45019447 March 2011........... 17.00430960 October 2015....... 5.09431768
August 2006.......... 53.53856623 April 2011........... 16.64363723 November 2015...... 4.98088429
September 2006....... 52.63298480 May 2011............. 16.29037771 December 2015...... 4.86984773
October 2006......... 51.73341112 June 2011............ 15.94438157 January 2016....... 4.76115884
November 2006........ 50.83980637 July 2011............ 15.60550232 February 2016...... 4.65476948
December 2006........ 49.95213200 August 2011.......... 15.27359638 March 2016......... 4.55063244
January 2007......... 49.07034970 September 2011....... 14.94852306 April 2016......... 4.44870149
February 2007........ 48.19442142 October 2011......... 14.63014443 May 2016........... 4.34893131
March 2007........... 47.32430934 November 2011........ 14.31832535 June 2016.......... 4.25127752
April 2007........... 46.45997590 December 2011........ 14.01293335 July 2016.......... 4.15569660
May 2007............. 45.60138379
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP II PAC CERTIFICATES (CONTINUED)
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
August 2016.......... 4.06214595% March 2021........... 1.09447367% October 2025....... 0.23503762%
September 2016....... 3.97058379 April 2021........... 1.06716634 November 2025...... 0.22757713
October 2016......... 3.88096920 May 2021............. 1.04047002 December 2025...... 0.22030001
November 2016........ 3.79326209 June 2021............ 1.01437174 January 2026....... 0.21320221
December 2016........ 3.70742317 July 2021............ 0.98885883 February 2026...... 0.20627972
January 2017......... 3.62341395 August 2021.......... 0.96391889 March 2026......... 0.19952864
February 2017........ 3.54119671 September 2021....... 0.93953973 April 2026......... 0.19294516
March 2017........... 3.46073449 October 2021......... 0.91570944 May 2026........... 0.18652552
April 2017........... 3.38199111 November 2021........ 0.89241637 June 2026.......... 0.18026607
May 2017............. 3.30493106 December 2021........ 0.86964908 July 2026.......... 0.17416321
June 2017............ 3.22951961 January 2022......... 0.84739638 August 2026........ 0.16821346
July 2017............ 3.15572268 February 2022........ 0.82564730 September 2026..... 0.16241335
August 2017.......... 3.08350693 March 2022........... 0.80439111 October 2026....... 0.15675955
September 2017....... 3.01283964 April 2022........... 0.78361730 November 2026...... 0.15124874
October 2017......... 2.94368881 May 2022............. 0.76331556 December 2026...... 0.14587773
November 2017........ 2.87602304 June 2022............ 0.74347581 January 2027....... 0.14064335
December 2017........ 2.80981158 July 2022............ 0.72408819 February 2027...... 0.13554252
January 2018......... 2.74502432 August 2022.......... 0.70514299 March 2027......... 0.13057221
February 2018........ 2.68163173 September 2022....... 0.68663077 April 2027......... 0.12572948
March 2018........... 2.61960492 October 2022......... 0.66854223 May 2027........... 0.12101144
April 2018........... 2.55891555 November 2022........ 0.65086829 June 2027.......... 0.11641525
May 2018............. 2.49953585 December 2022........ 0.63360006 July 2027.......... 0.11193813
June 2018............ 2.44143865 January 2023......... 0.61672882 August 2027........ 0.10757740
July 2018............ 2.38459731 February 2023........ 0.60024604 September 2027..... 0.10333038
August 2018.......... 2.32898572 March 2023........... 0.58414335 October 2027....... 0.09919448
September 2018....... 2.27457831 April 2023........... 0.56841258 November 2027...... 0.09516718
October 2018......... 2.22135004 May 2023............. 0.55304572 December 2027...... 0.09124596
November 2018........ 2.16927637 June 2023............ 0.53803491 January 2028....... 0.08742842
December 2018........ 2.11833324 July 2023............ 0.52337247 February 2028...... 0.08371215
January 2019......... 2.06849712 August 2023.......... 0.50905087 March 2028......... 0.08009485
February 2019........ 2.01974492 September 2023....... 0.49506275 April 2028......... 0.07657422
March 2019........... 1.97205404 October 2023......... 0.48140089 May 2028........... 0.07314804
April 2019........... 1.92540234 November 2023........ 0.46805822 June 2028.......... 0.06981413
May 2019............. 1.87976811 December 2023........ 0.45502784 July 2028.......... 0.06657035
June 2019............ 1.83513011 January 2024......... 0.44230295 August 2028........ 0.06341460
July 2019............ 1.79146751 February 2024........ 0.42987692 September 2028..... 0.06034486
August 2019.......... 1.74875993 March 2024........... 0.41774328 October 2028....... 0.05735911
September 2019....... 1.70698737 April 2024........... 0.40589564 November 2028...... 0.05445541
October 2019......... 1.66613028 May 2024............. 0.39432779 December 2028...... 0.05163183
November 2019........ 1.62616946 June 2024............ 0.38303362 January 2029....... 0.04888651
December 2019........ 1.58708615 July 2024............ 0.37200717 February 2029...... 0.04621760
January 2020......... 1.54886193 August 2024.......... 0.36124260 March 2029......... 0.04362334
February 2020........ 1.51147879 September 2024....... 0.35073417 April 2029......... 0.04110194
March 2020........... 1.47491907 October 2024......... 0.34047629 May 2029........... 0.03865171
April 2020........... 1.43916548 November 2024........ 0.33046346 June 2029.......... 0.03627097
May 2020............. 1.40420106 December 2024........ 0.32069032 July 2029.......... 0.03395806
June 2020............ 1.37000924 January 2025......... 0.31115162 August 2029........ 0.03171139
July 2020............ 1.33657375 February 2025........ 0.30184219 September 2029..... 0.02952939
August 2020.......... 1.30387866 March 2025........... 0.29275700 October 2029....... 0.02741052
September 2020....... 1.27190838 April 2025........... 0.28389111 November 2029...... 0.02535327
October 2020......... 1.24064764 May 2025............. 0.27523970 December 2029...... 0.02335619
November 2020........ 1.21008146 June 2025............ 0.26679803 January 2030....... 0.02141782
December 2020........ 1.18019518 July 2025............ 0.25856147 February 2030...... 0.01953677
January 2021......... 1.15097445 August 2025.......... 0.25052550 March 2030......... 0.01771165
February 2021........ 1.12240521 September 2025....... 0.24268566 April 2030......... 0.01594113
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP II PAC CERTIFICATES (CONTINUED)
PERCENTAGE OF
ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- -----------------
May 2030............. 0.01422389%
June 2030............ 0.01255864
July 2030............ 0.01094412
August 2030.......... 0.00937911
September 2030....... 0.00786239
October 2030......... 0.00639280
November 2030........ 0.00496918
December 2030........ 0.00359041
January 2031......... 0.00225538
February 2031........ 0.00096303
March 2031
and thereafter.... 0.00000000
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL AGGREGATE PRINCIPAL BALANCE
GROUP II SCHEDULED CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
July 2001............ 98.94054663% September 2004....... 35.88397584% December 2007...... 11.78599655%
August 2001.......... 97.71273035 October 2004......... 34.93892471 January 2008....... 11.46224800
September 2001....... 96.31705623 November 2004........ 34.01348312 February 2008...... 11.15001078
October 2001......... 94.75418204 December 2004........ 33.10740188 March 2008......... 10.84912458
November 2001........ 93.02491820 January 2005......... 32.22043455 April 2008......... 10.55943087
December 2001........ 91.13022754 February 2005........ 31.35233737 May 2008........... 10.28077294
January 2002......... 89.07122471 March 2005........... 30.50286930 June 2008.......... 10.01299588
February 2002........ 86.84917547 April 2005........... 29.67179194 July 2008.......... 9.75230477
March 2002........... 84.46549576 May 2005............. 28.85886947 August 2008........ 9.48396915
April 2002........... 81.92175040 June 2005............ 28.06386876 September 2008..... 9.20835235
May 2002............. 79.21965168 July 2005............ 27.28655918 October 2008....... 8.92580721
June 2002............ 76.36105775 August 2005.......... 26.52671269 November 2008...... 8.63667638
July 2002............ 73.34797065 September 2005....... 25.78410374 December 2008...... 8.34129257
August 2002.......... 70.18253420 October 2005......... 25.05850930 January 2009....... 8.03997873
September 2002....... 66.86703173 November 2005........ 24.34970881 February 2009...... 7.73304837
October 2002......... 63.40388340 December 2005........ 23.65748413 March 2009......... 7.42080572
November 2002........ 59.79564347 January 2006......... 22.98161953 April 2009......... 7.10354604
December 2002........ 58.84490822 February 2006........ 22.32190174 May 2009........... 6.78155577
January 2003......... 57.85822432 March 2006........... 21.67811979 June 2009.......... 6.45511276
February 2003........ 56.83696720 April 2006........... 21.05006508 July 2009.......... 6.11565562
March 2003........... 55.78256894 May 2006............. 20.43753133 August 2009........ 5.77280609
April 2003........... 54.69651583 June 2006............ 19.84031456 September 2009..... 5.42680102
May 2003............. 53.58034600 July 2006............ 19.27400794 October 2009....... 5.07786995
June 2003............ 52.43564668 August 2006.......... 18.72250564 November 2009...... 4.72623518
July 2003............ 51.26405162 September 2006....... 18.18561057 December 2009...... 4.37211205
August 2003.......... 50.06723824 October 2006......... 17.66312792 January 2010....... 4.01570906
September 2003....... 48.84692472 November 2006........ 17.15486498 February 2010...... 3.65722807
October 2003......... 47.64786552 December 2006........ 16.66063124 March 2010......... 3.29686448
November 2003........ 46.46985040 January 2007......... 16.18023831 April 2010......... 2.93480738
December 2003........ 45.31437504 February 2007........ 15.71349992 May 2010........... 2.57123967
January 2004......... 44.18115817 March 2007........... 15.26023185 June 2010.......... 2.20633834
February 2004........ 43.06992160 April 2007........... 14.82025201 July 2010.......... 1.83461512
March 2004........... 41.98039017 May 2007............. 14.39338030 August 2010........ 1.46239792
April 2004........... 40.91229174 June 2007............ 13.97943868 September 2010..... 1.08982584
May 2004............. 39.86535714 July 2007............ 13.58315078 October 2010....... 0.71703318
June 2004............ 38.83932012 August 2007.......... 13.19937552 November 2010...... 0.34414960
July 2004............ 37.83391739 September 2007....... 12.82794124 December 2010
August 2004.......... 36.84888849 October 2007......... 12.46867821 and thereafter. 0.00000000
November 2007........ 12.12141861
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF ORIGINAL PRINCIPAL BALANCE
CLASS II-A-5 SCHEDULED CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ORIGINAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL AGGREGATE
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
July 2001............ 98.94052992% September 2004....... 35.88296498% December 2007...... 11.78460577%
August 2001.......... 97.71269429 October 2004......... 34.93789895 January 2008....... 11.46085211
September 2001....... 96.31699816 November 2004........ 34.01244276 February 2008...... 11.14860998
October 2001......... 94.75409933 December 2004........ 33.10634725 March 2008......... 10.84771902
November 2001........ 93.02480823 January 2005......... 32.21936594 April 2008......... 10.55802074
December 2001........ 91.13008769 February 2005........ 31.35125508 May 2008........... 10.27935842
January 2002......... 89.07105239 March 2005........... 30.50177362 June 2008.......... 10.01157714
February 2002........ 86.84896814 April 2005........... 29.67068314 July 2008.......... 9.75088192
March 2002........... 84.46525085 May 2005............. 28.85774786 August 2008........ 9.48254207
April 2002........... 81.92146536 June 2005............ 28.06273460 September 2008..... 9.20692092
May 2002............. 79.21932405 July 2005............ 27.28541277 October 2008....... 8.92437132
June 2002............ 76.36068506 August 2005.......... 26.52555430 November 2008...... 8.63523594
July 2002............ 73.34755045 September 2005....... 25.78293365 December 2008...... 8.33984747
August 2002.......... 70.18206411 October 2005......... 25.05732777 January 2009....... 8.03852888
September 2002....... 66.86650936 November 2005........ 24.34851610 February 2009...... 7.73159367
October 2002......... 63.40330643 December 2005........ 23.65628050 March 2009......... 7.41934611
November 2002........ 59.79500961 January 2006......... 22.98040525 April 2009......... 7.10208144
December 2002........ 58.84425936 February 2006........ 22.32067706 May 2009........... 6.78008608
January 2003......... 57.85755991 March 2006........... 21.67688496 June 2009.......... 6.45363793
February 2003........ 56.83628669 April 2006........... 21.04882035 July 2009.......... 6.11417543
March 2003........... 55.78187180 May 2006............. 20.43627695 August 2009........ 5.77132048
April 2003........... 54.69580158 June 2006............ 19.83905075 September 2009..... 5.42530998
May 2003............. 53.57961415 July 2006............ 19.27273521 October 2009....... 5.07637341
June 2003............ 52.43489677 August 2006.......... 18.72122421 November 2009...... 4.72473309
July 2003............ 51.26328324 September 2006....... 18.18432068 December 2009...... 4.37060437
August 2003.......... 50.06645099 October 2006......... 17.66182979 January 2010....... 4.01419576
September 2003....... 48.84611825 November 2006........ 17.15355883 February 2010...... 3.65570912
October 2003......... 47.64704013 December 2006........ 16.65931731 March 2010......... 3.29533987
November 2003........ 46.46900644 January 2007......... 16.17891680 April 2010......... 2.93327703
December 2003........ 45.31351286 February 2007........ 15.71217104 May 2010........... 2.56970361
January 2004......... 44.18027813 March 2007........... 15.25889584 June 2010.......... 2.20479652
February 2004........ 43.06902403 April 2007........... 14.81890905 July 2010.......... 1.83306743
March 2004........... 41.97947544 May 2007............. 14.39203062 August 2010........ 1.46084438
April 2004........... 40.91136016 June 2007............ 13.97808248 September 2010..... 1.08826643
May 2004............. 39.86440905 July 2007............ 13.58178832 October 2010....... 0.71546789
June 2004............ 38.83835586 August 2007.......... 13.19800702 November 2010...... 0.34257843
July 2004............ 37.83293727 September 2007....... 12.82656688 December 2010
August 2004.......... 36.84789284 October 2007......... 12.46729818 and thereafter. 0.00000000
November 2007........ 12.12003311
(iii) Notwithstanding the foregoing, (X) on any Distribution Date
occurring prior to the Subordination Depletion Date but on or after the
date on which the Principal Balances of the Group I-A Certificates (other
than the Class I-A-PO Certificates) or the Principal Balances of the Group
II-A Certificates (other than the Class II-A-PO Certificates) have been
reduced to zero and on which (a) the Aggregate Subordinate Percentage for
such Distribution Date is less than 3.50% or (b) the average outstanding
principal balance of the Mortgage Loans in any Loan Group delinquent 60
days or more over the preceding six months as a percentage of the related
Group Subordinate Amount is greater than or equal to 50%, the remaining
Group of Class A Certificates (other than the Class A-PO Certificates)
will be entitled to receive as principal, in addition to any principal
payments described in Section 4.01(a) above, in accordance with the
priorities set forth in Section 4.01(b)(i) or (ii) above and until the
aggregate Principal Balance of each such Group of Class A Certificates has
been reduced to zero, amounts otherwise distributable (without regard to
this Clause (iii)) first to the Class B-6 Certificates pursuant to
Paragraph eighteenth of 4.01(a)(ii) above, second to the Class B-5
Certificates pursuant to Paragraph fifteenth of 4.01(a)(ii) above, third
to the Class B-4 Certificates pursuant to Paragraph twelfth of 4.01(a)(ii)
above, fourth to the Class B-3 Certificates pursuant to Paragraph ninth of
4.01(a)(ii) above, fifth to the Class B-2 Certificates pursuant to
Paragraph sixth of 4.01(a)(ii) above and sixth to the Class B-1
Certificates pursuant to Paragraph third of 4.01(a)(ii) above but in each
case only up to the applicable Apportioned Class B Principal Distribution
Amount for such Class of Class B Certificates and (Y) if on any
Distribution Date the Group I-A Non-PO Principal Balance or Group II-A
Non-PO Principal Balance (after giving effect to all distributions on such
Distribution Date) is greater than the Group I-A Pool Balance (Non-PO
Portion) or Group II-A Pool Balance (Non-PO Portion), respectively (the
Group I-A Certificates or Group II-A Certificates, as applicable, in such
instance, the "Undercollateralized Group"), the Class A Certificates
(other than the Class I-A-PO or Class II-A-PO Certificates, as applicable)
of the Undercollateralized Group will be entitled to receive first in
respect of any Class A Unpaid Interest Shortfalls therefor (including any
Group I Interest Shortfall Amount or Group II Interest Shortfall Amount,
as applicable, arising on such Distribution Date) and second as principal,
in addition to any principal payments described in Section 4.01(a)(i)
above, in accordance with the priorities set forth in Section 4.01(b)(i)
or (ii) above and until the aggregate Principal Balance of the Class A
Certificates (other than the Class I-A-PO or Class II-A-PO Certificates,
as applicable) of the Undercollateralized Group equals the Group I Pool
Balance (Non-PO Portion) or Group II Pool Balance (Non-PO Portion), as
applicable (such amount, the "Undercollateralized Amount"), all amounts
otherwise distributable (without regard to this Clause (iii)) first to the
Class B-6 Certificates pursuant to Paragraph eighteenth of 4.01(a)(ii)
above, second to the Class B-5 Certificates pursuant to Paragraph
fifteenth of 4.01(a)(ii) above, third to the Class B-4 Certificates
pursuant to Paragraph twelfth of 4.01(a)(ii) above, fourth to the Class
B-3 Certificates pursuant to Paragraph ninth of 4.01(a)(ii) above, fifth
to the Class B-2 Certificates pursuant to Paragraph sixth of 4.01(a)(ii)
above and sixth to the Class B-1 Certificates pursuant to Paragraph third
of 4.01(a)(ii) above (less any amounts used to pay any Class I-A-PO
Deferred Amounts or Class II-A-PO Deferred Amounts).
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Subordination Depletion Date, (x) the Group
I-A Non-PO Principal Distribution Amount shall be distributed among the Classes
of Group I-A Certificates (other than the Class I-A-7 and Class I-A-PO
Certificates) and Components, and (y) the Group II-A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Group II-A
Certificates (other than the Class II-A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b)(i) and (ii).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 and Class B-6 Certificates shall not
be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5 Principal Balance
is greater than zero, the Class B-6 Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Group I Class B Prepayment
Percentage and Group II Class B Prepayment Percentage of any affected Class of
Class B Certificates for such Distribution Date beginning with the affected
Class with the lowest numerical Class designation and then, if necessary, the
Group I Class B Percentage and Group II Class B Percentage of such Class of the
Class B Certificates for such Distribution Date shall be reduced to the
respective percentages necessary to bring the Principal Balance of such Class of
Class B Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Group I Subordinated Prepayment Percentage and Group II
Subordinated Prepayment Percentages and Group I Subordinated Percentage and
Group II Subordinated Percentage in such computations the difference between (A)
the Group I Subordinated Prepayment Percentage or Group II Subordinated
Prepayment Percentage 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 to zero; provided,
however, that if the Principal Balances of all the Classes of Class B
Certificates eligible to receive distributions of principal shall be reduced to
zero on such Distribution Date, the Group I Class B Prepayment Percentage, Group
II Class B Prepayment Percentage, Group I Class B Percentage and Group II Class
B Percentage of the Class of Class B Certificates with the lowest numerical
Class designation which would otherwise be ineligible to receive distributions
of principal in accordance with this Section shall equal the remainder of the
Group I Subordinated Prepayment Percentage and Group II Subordinated Prepayment
Percentage for such Distribution Date minus the sum of the Group I Class B
Prepayment Percentages and Group II Class B Prepayment Percentages of the
Classes of Class B Certificates having lower numerical Class designations, if
any, and the remainder of the Group I Subordinated Percentage and Group II
Subordinated Percentage for such Distribution Date minus the sum of the Group I
Class B Percentages and Group II Class B Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, respectively.
Any entitlement of any Class of Class B Certificates to principal payments
solely pursuant to this clause (ii) shall not cause such Class to be regarded as
being eligible to receive principal distributions for the purpose of applying
the definition of its Group I Class B Percentage, Group II Class B Percentage,
Group I Class B Prepayment Percentage or Group II Class B Prepayment Percentage.
(e) The Trust Administrator shall establish and maintain the
Upper-Tier Certificate Account, which shall be a separate trust account and an
Eligible Account. On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent shall, on behalf of
the Master Servicer, from funds available on deposit in the Payment Account, (i)
deposit, in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class I-A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Group I-A Distribution Amount with respect to the Class I-A-LR
Certificate and all other amounts distributable to the Class I-A-LR Certificate.
The Trust Administrator may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class I-A-LR Certificateholder)
on the preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.19, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class I-A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Group I-A Distribution
Amount or Group II-A Distribution Amount, as applicable, with respect to each
Class of Class A Certificates (other than the Class I-A-10, Class I-A-11, Class
I-A-12, Class I-A-13, Class I-A-15 and Class I-A-17 Certificates) and the Class
B Distribution Amount with respect to each such Class of Class B Certificates
and in the case of the Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13,
Class I-A-15 and Class I-A-17 Certificates, as provided in Section 4.06.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance or notional amount of any Class of
Class A Certificates (other than the Class I-A-7, Class I-A-R or Class I-A-LR
Certificate) or the Principal Balance of any Class of Class B Certificates would
be reduce to zero, or, in the case of the Class I-A-7 Certificates, upon the
later of (a) the Principal Balance of such Class being reduced to zero or (b)
the Class I-A-7C Notional Amount, Class I-A-7D Notional Amount and Class I-A-7E
Notional Amount each being reduced to zero, the Master Servicer shall, as soon
as practicable after the Determination Date relating to such Distribution Date,
send a notice to the Trust Administrator. The Trust Administrator will then send
a notice to each Certificateholder of such Class with a copy to the Certificate
Registrar, specifying that the final distribution with respect to such Class
will be made on such Distribution Date only upon the presentation and surrender
of such Certificateholder's Certificates at the office or agency of the Trust
Administrator therein specified; provided, however, that the failure to give
such notice will not entitle a Certificateholder to any interest beyond the
interest payable with respect to such Distribution Date in accordance with
Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
------------------------------
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) occurring with respect
to Group I Mortgage Loans and Group II Mortgage Loans will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and
seventh, (i) with respect to such losses occurring with respect to
Group I Mortgage Loans, concurrently, to the Group I-A Certificates (other than
the Class I-A-PO Certificates) and Class I-A-PO Certificates, pro rata, based on
the Non-PO Fraction and the PO Fraction of such Mortgage Loans, respectively;
and (ii) with respect to such losses occurring with respect to Group II Mortgage
Loans, concurrently, to the Group II-A Certificates (other than the Class
II-A-PO Certificates) and Class II-A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction of such Mortgage Loans, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Group I Mortgage Loan or Group II Mortgage Loan
allocable to the Class I-A-PO or Class II-A-PO Certificates, respectively, will
equal the product of the amount of any such principal loss and the PO Fraction
for such Mortgage Loan. The principal portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses with respect to any
Mortgage Loan in Loan Group I or Loan Group II, respectively, remaining after
allocation to the Class I-A-PO or Class II-A-PO Certificates, as applicable, in
accordance with the preceding sentence shall be allocated pro rata among the
Group I-A Certificates (other than the Class I-A-PO Certificates) or Group II-A
Certificates (other than the Class II-A-PO Certificates), respectively, and each
Class of Class B Certificates based on the Group I-A Non-PO Principal Balance or
Group II-A Non-PO Principal Balance in the case of such Group I-A Certificates
or Group II-A Certificates and the Group I Apportioned Principal Balance or
Group II Apportioned Principal Balance in the case of each Class of Class B
Certificates, respectively. Any such loss allocated to the Group I-A
Certificates shall be allocated on the subsequent Determination Date to the
outstanding Classes of Group I-A Certificates (other than the Class I-A-7 and
Class I-A-PO Certificates) and Components in accordance with the Group I-A Loss
Percentages as of such Determination Date, and any such loss allocated to the
Group II-A Certificates shall be allocated on the subsequent Determination Date
to the outstanding Classes of Group II-A Certificates (other than the Class
II-A-PO Certificates) in accordance with the Group II-A Loss Percentages as of
such Determination Date.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) [Intentionally Left Blank]
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses occurring with respect to any Group I
Mortgage Loan or Group II Mortgage Loan shall be allocated among (i) each Class
of Group I-A Certificates or Group II-A Certificates, as applicable, and (ii)
each Class of Class B Certificates, pro rata based upon each Class's Group I
Apportioned Interest Percentage or Group II Apportioned Interest Percentage, as
applicable for the related Distribution Date. In addition, after the Class B
Principal Balance has been reduced to zero, the interest portion of Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) occurring with respect to any Group I Mortgage Loan or Group
II Mortgage Loan will be allocated among the outstanding Classes of Group I-A
Certificates and Group II-A Certificates, respectively, based on their Group I-A
Interest Percentages and Group II-A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
(h) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03 PAYING AGENT.
-------------
(a) The Master Servicer hereby appoints the Trust Administrator as
initial Paying Agent to make distributions to Certificateholders and to forward
to Certificateholders the periodic statements and the annual statements required
by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trust Administrator to execute and deliver to the Trust Administrator an
instrument in which such Paying Agent agrees with the Trust Administrator that
such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS;
REPORT TO THE TRUST ADMINISTRATOR AND THE SELLER.
-------------------------------------------------
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
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 interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class of Class A
Certificates for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements
or this Agreement;
(vi) the number of 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
Class B Principal Balance and the Principal Balance of each Class of Class
B Certificates as of the following Determination Date after giving effect
to the distributions of principal made, and the principal portion of
Realized Losses, if any, allocated with respect to such Distribution Date;
(viii) the 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 and the aggregate Scheduled Principal Balance
of the Discount Mortgage Loans in each Loan Group 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 the
following Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xi) the Group I-A Prepayment Percentage and Group II-A Prepayment
Percentage for the following Distribution Date (without giving effect to
Unscheduled Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period);
(xii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Percentages; and Group II Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Percentages; for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Prepayment Percentages: and Group II Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Prepayment Percentages;
for the following Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of 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 amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses with
respect to Group I Mortgage Loans and Group II Mortgage Loans allocated as
of such Distribution Date and the amount of such Realized Losses
constituting Excess Special Hazard Losses, Excess Fraud Losses or Excess
Bankruptcy Losses with respect to Group I Mortgage Loans and Group II
Mortgage Loans;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses with
respect to Group I Mortgage Loans and Group II Mortgage Loans allocated as
of such Distribution Date;
(xxi) 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;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) in the case of the Class II-A-9 Certificates, the Notional
Amount, if any;
(xxiv) the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount, if any; and
(xxv) the amount of PMI Advances made by a Servicer, if any with
respect to each Loan Group;
(xxvi) in the case of the Class I-A-7 Certificates, the Class I-A-7C
Notional Amount, Class I-A-7D Notional Amount and Class I-A-7F Notional
Amount;
(xxvii) in the case of the Class I-A-10, Class I-A-11, Class I-A-12,
Class I-A-13, Class I-A-15 and Class I-A-17 Certificates, the Rounding
Amount, if any, for such Distribution Date and the amount applied to repay
the Rounding Amount withdrawn for each such Class on the prior
Distribution Date; and
(xxviii) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare their
tax returns; and shall deliver a copy of each type of statement to the
Trust Administrator, who shall provide copies thereof to Persons making
written request therefor at the Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class I-A-R and Class I-A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class I-A-R and Class I-A-LR
Certificates with a $50 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trust Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the 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. The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trust Administrator and the Paying Agent
shall be protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE
SERVICE.
----------------------------------------------
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 DISTRIBUTIONS IN REDUCTION OF THE CLASS II-A-10,
CLASS II-A-11, CLASS II-A-12, CLASS II-A-13,
CLASS II-A-15 OR CLASS II-A-17 CERTIFICATES.
------------------------------------------------
Distributions in reduction of the Principal Balance of the Class
II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class
II-A-17 Certificates will be made in integral multiples of $1,000 at the request
of the appropriate representatives of Deceased Holders of such Class and at the
request of Living Holders of such Class or by mandatory distributions by random
lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to
clause (f) below.
(a) On each Distribution Date on which distributions in reduction of
the Principal Balance of the Class II-A-10, Class II-A-11, Class II-A-12, Class
II-A-13, Class II-A-15 or Class II-A-17 Certificates are made, such
distributions will be made with respect to such Class in the following priority:
(ii) any request by the personal representatives of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common, but not exceeding an aggregate
principal balance for such Class of $100,000 per request; and
(iii) any request by a Living Holder, but not exceeding an aggregate
principal balance for such Class of $10,000 per request.
Thereafter, distributions will be made, with respect to such Class,
as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000,
respectively. This sequence of priorities will be repeated for each request for
principal distributions for such Class made by the Beneficial Owners of the
Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or
Class II-A-17 Certificates until all such requests have been honored.
For each such sequence of priorities described above, requests for
distributions in reduction of the principal balance of Class II-A-10, Class
II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17
Certificates presented on behalf of Deceased Holders in accordance with the
provisions of clause (i) above will be accepted in order of their receipt by the
Clearing Agency and requests for distributions in reduction of the principal
balance of Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-15 or Class II-A-17 Certificates presented by Living Holders in accordance
with the provisions of clause (ii) above will be accepted in the order of their
receipt by the Clearing Agency after all requests with respect to such Class
presented in accordance with clause (i) have been honored. All requests for
distributions in reduction of the principal balance of the Class II-A-10, Class
II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17
Certificates will be accepted in accordance with the provisions set forth in
Section 4.06(c). All requests for distributions in reduction of the principal
balance of Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-15 or Class II-A-17 Certificates with respect to any Distribution Date must
be received by the Clearing Agency and forwarded to, and received by, the Trust
Administrator no later than the close of business on the related Record Date.
Requests for distributions which are received by the Clearing Agency and
forwarded to, and received by, the Trust Administrator after the related Record
Date and requests, in either case, for distributions not accepted with respect
to any Distribution Date, will be treated as requests for distributions in
reduction of the principal balance of Class II-A-10, Class II-A-11, Class
II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificates on the next
succeeding Distribution Date, and each succeeding Distribution Date thereafter,
until each such request is accepted or is withdrawn as provided in Section
4.06(c). Such requests as are not so withdrawn shall retain their order of
priority without the need for any further action on the part of the appropriate
Beneficial Owner of the related Class II-A-10, Class II-A-11, Class II-A-12,
Class II-A-13, Class II-A-15 or Class II-A-17 Certificate, all in accordance
with the procedures of the Clearing Agency and the Trust Administrator. Upon the
transfer of beneficial ownership of any Class II-A-10, Class II-A-11, Class
II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificate, any
distribution request previously submitted with respect to such Certificate will
be deemed to have been withdrawn only upon the receipt by the Trust
Administrator of notification of such withdrawal in the manner required by the
Clearing Agency under its APUT System.
Distributions in reduction of the Principal Balance of Class
II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class
II-A-17 Certificates will be applied, in the aggregate with respect to such
Class, in an amount equal to the Class A Non-PO Principal Distribution Amount
allocable to such Class pursuant to Section 4.01(b) minus amounts to repay any
funds withdrawn from the Rounding Account for such Class for the prior
Distribution Date, plus any amounts available for distribution from the Rounding
Account for such Class established as provided in Section 4.06(e), provided that
the aggregate distribution in reduction of the Principal Balance of such Class
on any Distribution Date is made in an integral multiple of $1,000.
To the extent that the portion of the Class A Non-PO Principal
Distribution Amount allocable to distributions in reduction of the Principal
Balance of the Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-15 or Class II-A-17 Certificates on any Distribution Date (minus amounts to
repay any funds withdrawn from the Rounding Account for such Class on the prior
Distribution Date and plus any amounts required to be distributed from the
Rounding Account for such Class pursuant to Section 4.06(e)) exceeds the
aggregate principal balances of Class II-A-10, Class II-A-11, Class II-A-12,
Class II-A-13, Class II-A-15 or Class II-A-17 Certificates with respect to which
distribution requests, as set forth above, have been received, distributions in
reduction of the Principal Balance of the Class II-A-10, Class II-A-11, Class
II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificates will be made
by mandatory distribution pursuant to Section 4.06(d).
(b) A Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13,
Class II-A-15 or Class II-A-17 Certificate shall be deemed to be held by a
Deceased Holder for purposes of this Section 4.06 if the death of the Beneficial
Owner thereof is deemed to have occurred. Class II-A-10, Class II-A-11, Class
II-A-12, Class II-A-13, Class II-A-15 and Class II-A-17 Certificates
beneficially owned by tenants by the entirety, joint tenants or tenants in
common will be considered to be beneficially owned by a single owner. The death
of a tenant by the entirety, joint tenant or tenant in common will be deemed to
be the death of the Beneficial Owner, and the Class II-A-10, Class II-A-11,
Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificates so
beneficially owned will be eligible for priority with respect to distributions
in reduction of the principal balance of such Class thereof, subject to the
limitations stated above. Class II-A-10, Class II-A-11, Class II-A-12, Class
II-A-13, Class II-A-15 or Class II-A-17 Certificates beneficially owned by a
trust will be considered to be beneficially owned by each beneficiary of the
trust to the extent of such beneficiary's beneficial interest therein, but in no
event will a trust's beneficiaries collectively be deemed to be Beneficial
Owners of a number of Individual Certificates greater than the number of
Individual Certificates of which such trust is the owner. The death of a
beneficiary of a trust will be deemed to be the death of a Beneficial Owner of
the Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or
Class II-A-17 Certificates owned by the trust to the extent of such
beneficiary's beneficial interest in such trust. The death of an individual who
was a tenant by the entirety, joint tenant or tenant in common in a tenancy
which is the beneficiary of a trust will be deemed to be the death of the
beneficiary of such trust. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership
interests in Individual Certificates will be deemed to be the death of the
Beneficial Owner of such Certificates regardless of the registration of
ownership, if such beneficial interest can be established to the satisfaction of
the Trust Administrator. Such beneficial interest will be deemed to exist in
typical cases of street name or nominee ownership, ownership by a Trust
Administrator, ownership under the Uniform Gifts to Minors Act and community
property or other joint ownership arrangements between a husband and wife.
Beneficial interests shall include the power to sell, transfer or otherwise
dispose of a Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-15 or Class II-A-17 Certificate and the right to receive the proceeds
therefrom, as well as interest and distributions in reduction of the principal
balance of the Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-15 or Class II-A-17 Certificates payable with respect thereto. The Trust
Administrator shall not be under any duty to determine independently the
occurrence of the death of any deceased Beneficial Owner. The Trust
Administrator may rely entirely upon documentation delivered to it pursuant to
Section 4.06(c) in establishing the eligibility of any Beneficial Owner to
receive the priority accorded Deceased Holders in Section 4.06(a).
(c) Requests for distributions in reduction of the principal balance
of Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or
Class II-A-17 Certificates must be made by delivering a written request therefor
to the Clearing Agency Participant or Clearing Agency Indirect Participant that
maintains the account evidencing such Beneficial Owner's interest in Class
II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class
II-A-17 Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trust Administrator under separate cover. The Clearing Agency Participant
should in turn make the request of the Clearing Agency (or, in the case of a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant of such request, which
Clearing Agency Participant should make the request of the Clearing Agency) in
the manner required under the rules and regulations of the Clearing Agency's
APUT System and provided to the Clearing Agency Participant. Upon receipt of
such request, the Clearing Agency will date and time stamp such request and
forward such request to the Trust Administrator. The Clearing Agency may
establish such procedures as it deems fair and equitable to establish the order
of receipt of requests for such distributions received by it on the same day.
Neither the Master Servicer, the Trust Administrator nor the Trustee shall be
liable for any delay in delivery of requests for distributions or withdrawals of
such requests by the Clearing Agency, a Clearing Agency Participant or any
Clearing Agency Indirect Participant.
The Trust Administrator shall maintain a list of those Clearing
Agency Participants representing the appropriate Beneficial Owners of Class
II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class
II-A-17 Certificates that have submitted requests for distributions in reduction
of the principal balance of Certificates of such Class, together with the order
of receipt and the amounts of such requests. The Clearing Agency will honor
requests for distributions in the order of their receipt (subject to the
priorities described in Section 4.06(a) above). The Trust Administrator shall
notify the Clearing Agency and the appropriate Clearing Agency Participants as
to which requests should be honored on each Distribution Date. Requests shall be
honored by the Clearing Agency in accordance with the procedures, and subject to
the priorities and limitations, described in this Section 4.06. The exact
procedures to be followed by the Trust Administrator and the Clearing Agency for
purposes of determining such priorities and limitations will be those
established from time to time by the Trust Administrator or the Clearing Agency,
as the case may be. The decisions of the Trust Administrator and the Clearing
Agency concerning such matters will be final and binding on all affected
persons.
Individual Certificates which have been accepted for a distribution
shall be due and payable on the applicable Distribution Date. Such Certificates
shall cease to bear interest after the last day of the month preceding the month
in which such Distribution Date occurs.
Any Beneficial Owner of a Class II-A-10, Class II-A-11, Class
II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificate which has
requested a distribution may withdraw its request by so notifying in writing the
Clearing Agency Participant or Clearing Agency Indirect Participant that
maintains such Beneficial Owner's account. In the event that such account is
maintained by a Clearing Agency Indirect Participant, such Clearing Agency
Indirect Participant must notify the related Clearing Agency Participant which
in turn must forward the withdrawal of such request, on a form required by the
Clearing Agency, to the Trust Administrator. If such notice of withdrawal of a
request for distribution has not been received by the Clearing Agency and
forwarded to the Trust Administrator on or before the Record Date for the next
Distribution Date, the previously made request for distribution will be
irrevocable with respect to the making of distributions in reduction of the
Principal Balance Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13,
Class II-A-15 or Class II-A-17 Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13,
Class II-A-15 or Class II-A-17 Certificates are rejected by the Trust
Administrator for failure to comply with the requirements of this Section 4.06,
the Trust Administrator shall return such request to the appropriate Clearing
Agency Participant with a copy to the Clearing Agency with an explanation as to
the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Principal Balance of Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13,
Class II-A-15 or Class II-A-17 Certificates on a Distribution Date exceed the
outstanding principal balances of Certificates of such Class with respect to
which distribution requests have been received by the related Record Date, as
provided in Section 4.06(a) above, distributions in reduction of the Principal
Balance of the Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-15 or Class II-A-17 Certificates will be made by mandatory distributions in
reduction thereof. Such mandatory distributions on Individual Certificates will
be made by random lot in accordance with the then-applicable random lot
procedures of the Clearing Agency, the Clearing Agency Participants and the
Clearing Agency Indirect Participants representing the Beneficial Owners;
provided however, that, if after the distribution in reduction of the Principal
Balances of the Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13,
Class II-A-15 or Class II-A-17 Certificates on the next succeeding Distribution
Date on which mandatory distributions are to be made, the principal balances of
Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or
Class II-A-17 Certificates would not be reduced to zero, the Individual
Certificates to which such distributions will be applied shall be selected by
the Clearing Agency from those Class II-A-10, Class II-A-11, Class II-A-12,
Class II-A-13, Class II-A-15 or Class II-A-17 Certificates not otherwise
receiving distributions in reduction of the principal balance on such
Distribution Date. The Trust Administrator shall notify the Clearing Agency of
the aggregate amount of the mandatory distribution in reduction of the Principal
Balances of the Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13,
Class II-A-15 or Class II-A-17 Certificates to be made on the next Distribution
Date. The Clearing Agency shall then allocate such aggregate amount among its
Clearing Agency Participants on a random lot basis. Each Clearing Agency
Participant and, in turn, each Clearing Agency Indirect Participant will then
select, in accordance with its own random lot procedures, Individual
Certificates from among those held in its accounts to receive mandatory
distributions in reduction of the principal balance of the Certificates of such
Class, such that the total amount so selected is equal to the aggregate amount
of such mandatory distributions allocated to such Clearing Agency Participant by
the Clearing Agency and to such Clearing Agency Indirect Participant by its
related Clearing Agency Participant, as the case may be. Clearing Agency
Participants and Clearing Agency Indirect Participants which hold Class II-A-10,
Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17
Certificates selected for mandatory distributions in reduction of the principal
balance are required to provide notice of such mandatory distributions to the
affected Beneficial Owners. The Master Servicer agrees to notify the Trust
Administrator of the amount of distributions in reduction of the principal
balance of Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-15 or Class II-A-17 Certificates to be made on each Distribution Date in a
timely manner such that the Trust Administrator may fulfill its obligations
pursuant to the Letter of Representations dated the Business Day immediately
preceding the Closing Date among the Seller, the Trust Administrator and the
Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trust Administrator and the Seller shall cause to be initially
deposited with the Trust Administrator a $5,999.94 deposit for the Rounding
Account. On each Distribution Date on which a distribution is made in reduction
of the principal balance of the Class II-A-10, Class II-A-11, Class II-A-12,
Class II-A-13, Class II-A-15 or Class II-A-17 Certificates, funds on deposit in
the Rounding Account shall be available to be applied to round upward to an
integral multiple of $1,000 the aggregate distribution in reduction of the Class
A Principal Balance to be made on the Class II-A-10, Class II-A-11, Class
II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificates. Rounding of
such distribution on the Class II-A-10, Class II-A-11, Class II-A-12, Class
II-A-13, Class II-A-15 or Class II-A-17 Certificates shall be accomplished, on
the first such Distribution Date, by withdrawing from the Rounding Account the
amount of funds, if any, needed to round the amount otherwise available for such
distribution in reduction of the principal balance of the Class II-A-10, Class
II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17
Certificates upward to the next integral multiple of $1,000. On each succeeding
Distribution Date on which distributions in reduction of the principal balance
of the Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15
or Class II-A-17 Certificates are to be made, the aggregate amount of such
distributions allocable to the Class II-A-10, Class II-A-11, Class II-A-12,
Class II-A-13, Class II-A-15 or Class II-A-17 Certificates shall be applied
first to repay any funds withdrawn from the Rounding Account for such Class on
the prior Distribution Date for which funds were withdrawn from such account for
such Class, and then the remainder of such allocable amount, if any, shall be
similarly rounded upward and applied as distributions in reduction of the
principal balance of the Class II-A-10, Class II-A-11, Class II-A-12, Class
II-A-13, Class II-A-15 or Class II-A-17 Certificates; this process shall
continue on succeeding Distribution Dates until the Principal Balance of the
Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or
Class II-A-17 Certificates has been reduced to zero. The funds in the Rounding
Account shall be held in a non-interest bearing account and shall not be
reinvested.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Principal Balance of the Class
II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class
II-A-17 Certificates will reduce the Principal Balance thereof to zero or in the
event that distributions in reduction of the Principal Balance of the Class
II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class
II-A-17 Certificates are made in accordance with the provisions set forth in
Section 4.06(f), an amount equal to the difference between $1,000 and the sum
then held in the Rounding Account shall be paid from the Pool Distribution
Amount to the Rounding Account. Any funds then on deposit in such Rounding
Account shall be distributed to the Holder of the Class A-LR Certificate.
(f) Notwithstanding any provisions herein to the contrary, after any
Realized Losses have been allocated to the Class II-A-10, Class II-A-11, Class
II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17 Certificates,
distributions in reduction of the Principal Balances of the Class II-A-10, Class
II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17
Certificates will be made on a pro rata basis among the Holders of the Class
II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class
II-A-17 Certificates and will not be made in integral multiples of $1,000 or
pursuant to requested distributions or mandatory distributions by random lot.
(g) In the event that the pro rata distributions described in
Section 4.06(f) cannot be made through the facilities of the Clearing Agency,
the Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or
Class II-A-17 Certificates will be withdrawn from the facilities of the Clearing
Agency and Definitive Certificates will be issued to replace such withdrawn
Book-Entry Certificates pursuant to Section 5.07. An amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which pro rata
distributions in reduction of the principal balance of the Class II-A-10, Class
II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class II-A-17
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Class
II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class II-A-15 or Class
II-A-17 Certificates, with the provisions of this Section 4.06.
SECTION 4.07 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
-----------------------------------------------
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates, the allocation of losses to the Certificates or
otherwise, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
-----------------
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class I-A-R
and Class I-A-LR Certificates, integral multiples of $1,000 in excess thereof
(except, if necessary, for one Certificate of each Class (other than the Class
I-A-R and Class I-A-LR Certificates) that evidences one Single Certificate plus
such additional principal portion or notional amount as is required in order for
all Certificates of such Class to equal the aggregate Original Principal Balance
of such Class, as the case may be), and shall be substantially in the respective
forms set forth as Exhibits X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0,
X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00,
A-I-A-PO, A-I-A-R, A-I-A-LR, A-II-A-1, A-II-A-2, A-II-A-3, A-II-A-4, X-XX-X-0,
X-XX-X-0, X-XX-X-0, X-XX-X-0, X-XX-X-0, X-XX-X-00, X-XX-X-00, X-XX-X-00,
X-XX-X-00, X-XX-X-00, X-XX-X-00, X-XX-X-00, X-XX-X-00, X-XX-X-00, X-XX-X-00,
X-XX-X-00, X-XX-X-00, A-II-A-22, A-II-A-23, A-II-A-PO, X-0, X-0, X-0, X-0, X-0,
B-6 and C (reverse side of Certificates) hereto. On original issue the
Certificates shall be executed and delivered by the Trust Administrator to or
upon the order of the Seller upon receipt by the Trust Administrator or the
Custodian of the documents specified in Section 2.01. The aggregate principal
portion (or notional amount) evidenced by the Class A and Class B Certificates
shall be the sum of the amounts specifically set forth in the respective
Certificates. The Certificates shall be executed by manual or facsimile
signature on behalf of the Trust Administrator by any Responsible Officer
thereof. Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Trust Administrator shall bind
the Trust Administrator notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Certificates or did not hold such offices at the date of such Certificates.
No Certificate shall be entitled to any benefit under this Agreement, or be
valid for any purpose, unless manually countersigned by a Responsible Officer of
the Trust Administrator, or unless there appears on such Certificate a
certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
-----------------------------
(a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the registration requirements of the Securities Act of
1933, as amended, and any applicable State securities laws are complied with, or
such transfer is exempt from the registration requirements under said Act and
laws. In the event that a transfer is to be made in reliance upon an exemption
from said Act or laws, (i) unless such transfer is made in reliance on Rule
144A, the Trust Administrator or the Seller may, if such transfer is to be made
within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
B-4, Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trustee, the
Trust Administrator, the Seller or the Master Servicer. The Holder of a Class
B-4, Class B-5 or Class B-6 Certificate desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Trust Administrator, the
Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. Neither the Seller nor the
Trust Administrator is under an obligation to register the Class B-4, Class B-5
or Class B-6 Certificates under said Act or any other securities law.
(c) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the Trust Administrator 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
Trust Administrator, 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 B-4, Class B-5 or Class B-6
Certificate is an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B-4, Class B-5 or Class B-6 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 Trust Administrator
and the Seller to the effect that the purchase or holding of such Class B-4,
Class B-5 or Class B-6 Certificate will not result in the assets of the Trust
Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Trust Administrator, 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 Trust Administrator, 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 Trust Administrator,
the Seller or the Master Servicer. The Class B-4, Class B-5 and Class B-6
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class I-A-R or Class I-A-LR Certificate may be transferred directly or
indirectly to a "disqualified organization" within the meaning of Code Section
860E(e)(5) or an agent of a disqualified organization (including a broker,
nominee, or middleman), to a Plan or a Person acting on behalf of or investing
the assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to
an individual, corporation, partnership or other person unless such transferee
(i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class
I-A-R or Class I-A-LR Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the Trust
Administrator with an effective Internal Revenue Service Form 4224 or (iii) is a
Non-U.S. Person that has delivered to both the transferor and the Trust
Administrator an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class I-A-R or Class I-A-LR Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class I-A-R or Class I-A-LR Certificate
will not be disregarded for federal income tax purposes (any such person who is
not covered by clauses (i), (ii) or (iii) above being referred to herein as a
"Non-permitted Foreign Holder"), and any such purported transfer shall be void
and have no effect. The Trust Administrator shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class I-A-R or Class I-A-LR Certificate in connection with any such transfer
to a disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trust Administrator shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class I-A-R or Class I-A-LR Certificate, unless the transferor shall have
provided to the Trust Administrator an affidavit, substantially in the form
attached as Exhibit H hereto, signed by the transferee, to the effect that the
transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class I-A-R or
Class I-A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class I-A-R or Class I-A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class I-A-R or Class I-A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class I-A-R and Class I-A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class I-A-R or Class I-A-LR Certificate has been
transferred, directly or indirectly, to a disqualified organization or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, (i) such transferee shall be deemed to hold the Class
I-A-R or Class I-A-LR Certificate in constructive trust for the last transferor
who was not a disqualified organization or agent thereof, and such transferor
shall be restored as the owner of the Class I-A-R or Class I-A-LR Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Class I-A-R or Class I-A-LR Certificate, and (ii)
the Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class I-A-R or Class I-A-LR Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class I-A-R or Class I-A-LR Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
--------------------------------------------------
If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
----------------------
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
-----------------------------------------------
(a) If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to be furnished to
the Trust Administrator, within 15 days after receipt by the Certificate
Registrar of a request by the Trust Administrator in writing, a list, in such
form as the Trust Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent Record
Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar, the
Trust Administrator and the Trustee that neither the Seller, the Master
Servicer, the Certificate Registrar, the Trust Administrator nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
--------------------------------
The Trust Administrator will maintain, at its expense, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates the Corporate Trust Office and the principal
corporate trust office of the Authenticating Agent, if any, as its offices and
agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
------------------------
If (i)(A) the Master Servicer advises the Trust Administrator in
writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency, (iii) after the occurrence of dismissal or
resignation of the Master Servicer, Beneficial Owners representing aggregate
Voting Interests of not less than 51% of the aggregate Voting Interests of each
outstanding Class of Book-Entry Certificates advise the Trust Administrator
through the Clearing Agency and Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Beneficial Owners or (iv) upon the occurrence of the
events specified in Section 4.06(g), the Trust Administrator shall notify the
Beneficial Owners, through the Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Certificates to Beneficial Owners
requesting the same. Upon surrender to the Trust Administrator by the Clearing
Agency of the Certificates held of record by its nominee, accompanied by
reregistration instructions and directions to execute and authenticate new
Certificates from the Master Servicer, the Trust Administrator shall execute and
authenticate Definitive Certificates for delivery at its Corporate Trust Office.
The Master Servicer shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trust Administrator 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 Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
------------------------------------------------
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER
SERVICER.
---------------------------------------------------
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER
SERVICER AND OTHERS.
-------------------------------------------------
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, including without limitation, any legal action against the Trustee
or the Trust Administrator in their respective capacities hereunder, other than
any loss, liability or expense (including without limitation, expenses payable
by the Master Servicer under 8.06) incurred by reason of willful misfeasance,
bad faith or gross negligence in the performance of his or its duties hereunder
or by reason of reckless disregard of his or its obligations and duties
hereunder. The Seller, the Master Servicer and any of the directors, officers,
employees or agents of either may rely in good faith on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. Neither the Seller nor the Master Servicer shall
be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and
which in its opinion does not involve it in any expense or liability; provided,
however, that the Seller or the Master Servicer may in its discretion undertake
any such action which it may deem necessary or desirable with respect to this
Agreement and the rights and duties of the parties hereto and the interests of
the Certificateholders hereunder if the Certificateholders offer to the Seller
or the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A Certificates and Class B Certificates in the
same manner as Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
-----------------------------------
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
------------------------------------
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER
SERVICER.
--------------------------------------------
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac, is satisfactory to the
Trustee and the Trust Administrator, in the exercise of its reasonable judgment,
and executes and delivers to the Trustee and the Trust Administrator an
agreement, in form and substance reasonably satisfactory to the Trustee and the
Trust Administrator, which contains an assumption by such purchaser or
transferee of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer hereunder from
and after the date of such agreement; and (b) each applicable Rating Agency's
rating of any Certificates in effect immediately prior to such assignment, sale
or transfer is not reasonably likely to be qualified, downgraded or withdrawn as
a result of such assignment, sale or transfer and the Certificates are not
reasonably likely to be placed on credit review status by any such Rating
Agency; and (ii) to delegate to, subcontract with, authorize, or appoint an
affiliate of the Master Servicer to perform and carry out any duties, covenants
or obligations to be performed and carried out by the Master Servicer under this
Agreement and hereby agrees so to delegate, subcontract, authorize or appoint to
an affiliate of the Master Servicer any duties, covenants or obligations to be
performed and carried out by the Master Servicer to the extent that such duties,
covenants or obligations are to be performed in any state or states in which the
Master Servicer is not authorized to do business as a foreign corporation but in
which the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, the Trust Administrator or the Seller under this Agreement, incurred by
it prior to the time that the conditions contained in clause (i) above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE, THE TRUST ADMINISTRATOR
AND SELLER BY MASTER SERVICER.
---------------------------------------------------
The Master Servicer shall indemnify and hold harmless the Trustee,
the Trust Administrator and the Seller and any director, officer or agent
thereof against any loss, liability or expense, including reasonable attorney's
fees, arising out of, in connection with or incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties of the Master
Servicer under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement. Any payment pursuant to this
Section made by the Master Servicer to the Trustee, the Trust Administrator or
the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
------------------
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property;
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make
an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both Xxxxxx Mae and Xxxxxxx Mac, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator, on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator, on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trustee and the Trust Administrator in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator,
on behalf of the Trustee, all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
--------------------------
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND
DUTIES OF TRUSTEE DURING EVENT OF DEFAULT.
------------------------------------------
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE
MASTER SERVICER AND UPON EVENT OF DEFAULT.
------------------------------------------
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
SECTION 7.05 TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator, on behalf of the Trustee shall be the successor
in all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
-----------------------------------
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 8.01 DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
----------------------------------------------
The Trustee and the Trust Administrator, prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee and the Trust Administrator from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and the Trust Administrator and conforming to the requirements
of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable
for any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE TRUST
ADMINISTRATOR.
---------------------------------------------------
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may request and
rely and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties and the manner of obtaining consents and evidencing the
authorization of the execution thereof shall be subject to such reasonable
regulations as the Trustee or the Trust Administrator, as applicable, may
prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult
with counsel, and any written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such advice or Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall 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 Trust Administrator shall not be
accountable, shall have no liability and makes no representation as to any
acts or omissions hereunder of the Master Servicer until such time as the
Trust Administrator may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
SECTION 8.03 NEITHER THE TRUSTEE NOR THE TRUST ADMINISTRATOR
REQUIRED TO MAKE INVESTIGATION.
-----------------------------------------------
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, neither the Trustee
nor the Trust Administrator shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
Mortgage, Mortgage Note or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by holders of
Certificates evidencing in the aggregate not less than 51% of the Voting
Interest represented by all Certificates; provided, however, that if the payment
within a reasonable time to the Trustee or the Trust Administrator of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee or the Trust Administrator, not
reasonably assured to the Trustee or the Trust Administrator by the security
afforded to it by the terms of this Agreement, the Trustee or the Trust
Administrator may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such
investigation shall be paid by the Master Servicer or, if paid by the Trustee or
the Trust Administrator, shall be repaid by the Master Servicer upon demand.
SECTION 8.04 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE FOR
CERTIFICATES OR MORTGAGE LOANS.
--------------------------------------------------
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts. SECTION 8.05 TRUSTEE AND TRUST ADMINISTRATOR MAY OWN CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent thereof,
in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
---------------------------------------------
The Master Servicer covenants and agrees to pay to each of the
Trustee and the Trust Administrator from time to time, and each of the Trustee
and the Trust Administrator shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee or the
Trust Administrator, as the case may be and the Master Servicer will pay or
reimburse the Trustee or the Trust Administrator, as the case may be upon its
request for all reasonable expenses, disbursements and advances incurred or made
by it in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
-------------------------
Each of the Trustee and the Trust Administrator hereunder shall at
all times (i) be a corporation or association having its principal office in a
state and city acceptable to the Seller, organized and doing business under the
laws of such state or the United States of America, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
------------------------
Either of the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
of resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to
be eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or the Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator
and appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
SECTION 8.09. SUCCESSOR.
----------
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
successor trust administrator, as the case may be, the successor trustee or
trust administrator shall cause such notice to be mailed at the expense of the
Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
------------------------
Any Person into which either the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, to which it may
sell or transfer its corporate trust business and assets as a whole or
substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject either the Upper-Tier REMIC or
the Lower-Tier REMIC to federal, state or local tax or cause either the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, which
Opinion of Counsel shall be at the sole expense of the Trustee or the Trust
Administrator, as the case may be.
SECTION 8.11 AUTHENTICATING AGENT.
---------------------
The Trust Administrator may appoint an Authenticating Agent, which
shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Trust
Administrator the Seller and the Master Servicer. The Trust Administrator may at
any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trust Administrator.
Any reasonable compensation paid to the Authenticating Agent shall be a
reimbursable expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
----------------------------------
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
--------------------------
The Trust Administrator may at any time on or after the Closing
Date, with the consent of the Master Servicer and the Seller, appoint one or
more Custodians to hold all or a portion of the Owner Mortgage Loan Files as
agent for the Trust Administrator, by entering into a Custodial Agreement.
Subject to this Article VIII, the Trust Administrator agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Owner Mortgage Loan File. Each Custodial Agreement may be amended
only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
----------------------------------------------
(a) Each of the Trustee, the Trust Administrator and the Master
Servicer covenants and agrees that it shall perform its duties hereunder in a
manner consistent with the REMIC Provisions and shall not knowingly take any
action or fail to take any 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 Trust
Administrator, the Trust Administrator, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
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 Trust Administrator and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file Form
8811 and apply for an Employee Identification Number with a Form SS-4 or any
other permissible method and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class I-A-1, Class I-A-2, Class I-A-3, Class
I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class
I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-PO, Class I-A-R,
Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class
II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-A-10, Class II-A-11,
Class II-A-12, Class II-A-13, Class II-A-14, Class II-A-15, Class II-A-16, Class
II-A-17, Class II-A-18, Class II-A-19, Class II-A-20, Class II-A-21, Class
II-A-22, Class II-A-23, and Class II-A-PO Certificates and the Class X-x, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates and the interest
in the Lower-Tier REMIC represented by the Class I-A-L1, Class I-A-L2, Class
I-A-L3, Class I-A-L4, Class I-A-L6, Class I-A-LPO, Class A-LUR, Class II-A-L1,
Class II-A-L2, Class II-A-L8, Class II-A-LPO, Class B-L1, Class B-L2, Class
B-L3, Class B-L4, Class B-L5 and Class B-L6 Interests and the Class I-A-LR
Certificate; (viii) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of Code Section 860F(a), unless the
Master Servicer shall have provided an Opinion of Counsel to the Trust
Administrator that such occurrence would not (a) result in a taxable gain, (b)
otherwise subject any of the Upper-Tier REMIC, Lower-Tier REMIC or the Trust
Estate to tax or (c) cause the Trust Estate to fail to qualify as two separate
REMICs; (ix) exercise reasonable care not to allow either the Upper-Tier REMIC
or the Lower-Tier REMIC to receive income from the performance of services or
from assets not permitted under the REMIC Provisions to be held by a REMIC; (x)
pay (on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC) the amount of
any federal income tax, including, without limitation, prohibited transaction
taxes, taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the Upper-Tier REMIC
or the Lower-Tier REMIC, as the case may be, when and as the same shall be due
and payable (but such obligation shall not prevent the Master Servicer or any
other appropriate Person from contesting any such tax in appropriate proceedings
and shall not prevent the Master Servicer from withholding or depositing payment
of such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the Upper-Tier REMIC and the Lower-Tier REMIC within the
meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer is
hereby designated as agent of the Class I-A-R and Class I-A-LR
Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class I-A-R and Class I-A-LR Certificates shall be
tax matters persons for the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively, in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee's sole duties with respect to the REMICs are to sign the
tax returns referred to in clause (i) of the second preceding sentence and to
comply with written directions from the Master Servicer or the Trust
Administrator.
In order to enable the Master Servicer, the Trust Administrator or
the Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer, the Trust Administrator and the Trustee shall pay from
its own funds, without any right of reimbursement therefor, the amount of any
costs, liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee, respectively, to
perform its obligations under this Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
-----------------
In the event that WFHM fails to make a Periodic Advance required to
be made pursuant to the WFHM Servicing Agreement on or before the Distribution
Date, the Trust Administrator shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trust Administrator shall not be
required to make such Periodic Advances if prohibited by law or if it determines
that such Periodic Advance would be a Nonrecoverable Advance. With respect to
those Periodic Advances which should have been made by WFHM, the Trust
Administrator shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v)
hereof, to be reimbursed from the Certificate Account for Periodic Advances and
Nonrecoverable Advances made by it.
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE
SELLER OR LIQUIDATION OF ALL MORTGAGE LOANS.
--------------------------------------------
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.18. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Estate) or by the Trust Administrator (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 Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class I-A-R and Class I-A-LR Certificates, the amounts, if
any, which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class, Classes, Component or
Components in the manner specified in Section 4.01(a)(iii). Notwithstanding the
foregoing, if the price paid pursuant to clause (i) of the first paragraph of
this Section 9.01, after reimbursement to the Servicers, the Master Servicer and
the Trust Administrator of any Periodic Advances, is insufficient to pay in full
the amounts set forth in clauses (i), (ii) and (iii) of this paragraph, then any
shortfall in the amount available for distribution to Certificateholders shall
be allocated in reduction of the amounts otherwise distributable on the Final
Distribution Date in the same manner as Realized Losses are allocated pursuant
to Sections 4.02(a) and (g) hereof. Such distribution on the Final Distribution
Date shall be in lieu of the distribution otherwise required to be made on such
Distribution Date in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trust Administrator shall on such
date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
------------------------------------
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trust Administrator 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 Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC as of the
date of such notice (or, if earlier, the date on which the first such
notice is mailed to Certificateholders). The Master Servicer shall also
specify such date in a statement attached to the final tax returns of the
Upper-Tier REMIC and the Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator, 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 any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions herein or therein or
in the related Prospectus, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Estate as two separate REMICs at all times that any Certificates are
outstanding or to avoid or minimize the risk of the imposition of any federal
tax on the Trust Estate, the Lower-Tier REMIC or the Upper-Tier REMIC pursuant
to the Code that would be a claim against the Trust Estate, provided that (a)
the Trustee and the Trust Administrator have received an Opinion of Counsel to
the effect that such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action shall not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Upper-Tier
Certificate Account and the Lower-Tier Certificate Account provided that such
change shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (v) to modify,
eliminate or add to the provisions of Section 5.02 or any other provisions
hereof restricting transfer of the Certificates, provided that the Master
Servicer for purposes of Section 5.02 has determined in its sole discretion that
any such modifications to this Agreement will neither adversely affect the
rating on the Certificates nor give rise to a risk that either the Upper-Tier
REMIC or the Lower-Tier REMIC or any of the Certificateholders will be subject
to a tax caused by a transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall not be materially inconsistent
with the provisions of this Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder. Notwithstanding the foregoing, any amendment
pursuant to clause (iv) or (vi) shall not be deemed to adversely affect in any
material respect the interest of Certificateholders and no Opinion of Counsel to
that effect shall be required if the person requesting the amendment instead
obtains a letter from each Rating Agency stating that the amendment would not
result in the downgrading or withdrawal of the respective ratings then assigned
to the Certificates.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the aggregate Voting Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of such Class evidencing,
as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii)
reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither
the Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trust Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trust Administrator 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 Trust Administrator.
SECTION 10.02 RECORDATION OF AGREEMENT.
-------------------------
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trust
Administrator, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
-------------------------------------------
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
----------------------------
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
--------
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Xxxxx Fargo Asset Securities Corporation, 0000 Xxx
Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer, the
Trust Administrator and the Trustee in writing by the Seller, (ii) in the case
of the Master Servicer, to Xxxxx Fargo Bank Minnesota, National Association,
0000 Xxx Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Vice President or
such other address as may hereafter be furnished to the Seller and the Trustee
in writing by the Master Servicer, (iii) in the case of the Trustee, to the
Corporate Trust Office and (iv) in the case of the Trust Administrator, to the
Corporate Trust Office, or such other address as may hereafter be furnished to
the Seller and the Master Servicer in writing by the Trustee or the Trust
Administrator, in each case Attention: Corporate Trust Department. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, provided, however,
that any demand, notice or communication to or upon the Seller, the Master
Servicer, the Trust Administrator or the Trustee shall not be effective until
received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Trust Administrator, the
Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
---------------------------
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
-----------------------------------
(a) The Trust Administrator shall give prompt notice to each Rating
Agency of the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer
pursuant to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events: (i) the appointment of
a Custodian pursuant to Section 2.02; (ii) the resignation or removal of the
Trustee or the Trust Administrator pursuant to Section 8.08; (iii) the
appointment of a successor trustee or trust administrator pursuant to Section
8.09; or (iv) the sale, transfer or other disposition in a single transaction of
50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
-------------------
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
-------------------
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CUT-OFF DATE.
-------------
The Cut-Off Date for the Certificates is June 1, 2001.
SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
-----------------------------------------
The Cut-Off Date Aggregate Principal Balance is $712,468,297.52.
SECTION 11.03 ORIGINAL GROUP I-A PERCENTAGE.
------------------------------
The Original Group I-A Percentage is 96.49632832%.
SECTION 11.04 ORIGINAL GROUP II-A PERCENTAGE.
-------------------------------
The Original Group II-A Percentage is 96.49921018%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES.
---------------------------------------------
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class I-A-1 $ 26,715,000.00
Class I-A-2 $ 32,000,000.00
Class I-A-3 $ 41,521,000.00
Class I-A-4 $ 40,075,000.00
Class I-A-5 $ 4,453,000.00
Class I-A-6 $ 10,717,000.00
Class I-A-7 $ 61,394,000.00
Class I-A-8 $ 49,312,000.00
Class I-A-9 $ 9,648,000.00
Class I-A-10 $ 7,130,000.00
Class I-A-11 $ 17,250,000.00
Class I-A-12 $ 95,000.00
Class I-A-13 $ 550,000.00
Class I-A-PO $ 323,770.24
Class I-A-R $ 50.00
Class I-A-LR $ 50.00
Class II-A-1 $ 77,364,000.00
Class II-A-2 $ 89,736,000.00
Class II-A-3 $ 52,559,000.00
Class II-A-4 $ 5,990,000.00
Class II-A-5 $ 60,256,000.00
Class II-A-6 $ 11,054,000.00
Class II-A-7 $ 16,772,000.00
Class II-A-8 $ 2,590,928.57
Class II-A-10 $ 3,198,000.00
Class II-A-11 $ 1,442,000.00
Class II-A-12 $ 2,000,000.00
Class II-A-13 $ 500,000.00
Class II-A-14 $ 12,110,000.00
Class II-A-15 $ 6,728,000.00
Class II-A-16 $ 8,291,000.00
Class II-A-17 $ 7,218,000.00
Class II-A-18 $ 6,895,000.00
Class II-A-19 $ 9,073,071.00
Class II-A-20 $ 3,250,000.00
Class II-A-21 $ 2,750,000.00
Class II-A-22 $ 3,250,000.00
Class II-A-23 $ 3,250,000.00
Class II-A-PO $ 70,217.57
SECTION 11.05(A) ORIGINAL NOTIONAL AMOUNT.
-------------------------
Original
Class or Component Notional Amount
------------------ ---------------
Class II-A-9 $ 8,596,000.00
Class I-A-7C $ 7,437,392.59
Class I-A-7D $ 4,153,518.52
Class I-A-7F $ 3,298,370.37
SECTION 11.06 ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE.
--------------------------------------------
The Original Aggregate Non-PO Principal Balance is $687,137,099.57.
SECTION 11.07 ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE.
------------------------------------------
The Original Aggregate Subordinate Percentage is 3.50205165%.
SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE.
-----------------------------------
The Original Class B Principal Balance is $24,937,210.14.
SECTION 11.09 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
------------------------------------------------
The Original Group I Subordinated Principal Balance is
$10,923,887.27.
SECTION 11.10 ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE.
-------------------------------------------------
The Original Group II Subordinated Principal Balance is
$14,013,322.87.
SECTION 11.11 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS B CERTIFICATES.
---------------------------------------------
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $ 11,755,000.00
Class B-2 $ 4,988,000.00
Class B-3 $ 3,206,000.00
Class B-4 $ 1,781,000.00
Class B-5 $ 1,781,000.00
Class B-6 $ 1,426,210.14
SECTION 11.12 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-1 Fractional Interest is 1.85124079%.
SECTION 11.13 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-2 Fractional Interest is 1.15075210%.
SECTION 11.14 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-3 Fractional Interest is 0.70051820%.
SECTION 11.15 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-4 Fractional Interest is 0.45040385%.
SECTION 11.16 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
---------------------------------------
The Original Class B-5 Fractional Interest is 0.20028950%.
SECTION 11.17 CLOSING DATE.
-------------
The Closing Date is June 28, 2001.
SECTION 11.18 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 $71,246,829.75
(10% of the Cut-Off Date Aggregate Principal Balance) at the time of any such
purchase.
SECTION 11.19 WIRE TRANSFER ELIGIBILITY.
--------------------------
With respect to the Class A Certificates (other than the Class
I-A-R, Class I-A-LR, Class I-A-PO, Class II-A-PO, Class I-A-12 and Class II-A-9
Certificates) and the Class B Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is $500,000. With respect to the
Class II-A-9 Certificates, the minimum Denomination eligible for wire transfer
on each Distribution Date is 50% Percentage Interest. The Class I-A-R, Class
I-A-LR, Class I-A-PO, Class II-A-PO and Class I-A-12 Certificates are not
eligible for wire transfer.
SECTION 11.20 SINGLE CERTIFICATE.
-------------------
A Single Certificate for the Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-5, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11,
Class I-A-12, Class I-A-13, Class II-A-1, Class II-A-2, Class II-A-3, Class
II-A-4, Class II-A-5 and Class II-A-6 Certificates represent a $25,000
Denomination. A Single Certificate for the Class II-A-10, Class II-A-11, Class
II-A-12, Class II-A-13, Class II-A-14, Class II-A-15, Class II-A-16, Class
II-A-17, Class II-A-18, Class II-A-19, Class II-A-20, Class II-A-21, Class
II-A-22 and Class II-A-23 Certificates represent a $1,000 Denomination. A Single
Certificate for the Class II-A-9 Certificate represents a $4,298,000.00
Denomination. A Single Certificate for the Class II-A-PO Certificate represents
a $70,217.57 Denomination. A Single Certificate for the Class I-A-6, Class
I-A-7, Class I-A-PO, Class II-A-7, Class II-A-8, Class B-1, Class B-2 and Class
B-3 Certificates represents a $100,000 Denomination. A Single Certificate for
the Class I-A-R and Class I-A-LR Certificates represents a $50 Denomination. A
Single Certificate for the Class B-4, Class B-5 and Class B-6 Certificates
represents a $250,000 Denomination.
SECTION 11.21 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 11.22 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, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
XXXXX FARGO ASSET SECURITIES CORPORATION
as Seller
By:
------------------------------------
Name: Xxxx X. XxXxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Master Servicer
By:
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
------------------------------------
Name:
Title:
Attest:
By: ___________________________________
Name: _________________________________
Title: ________________________________
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:
------------------------------------
Name
Title:
STATE OF MARYLAND )
: ss.:
COUNTY OF XXXXXXXXX )
On this 28th day of June, 2001, before me, a notary public in and
for the State of Maryland, personally 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 28th day of June, 2001, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxx X. Xxxxxxx, known to me
who, being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she is a Vice President of Xxxxx Fargo Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
: ss.:
COUNTY OF )
On this 28th day of June, 2001, before me, a notary public in and
for the State of North Carolina, personally appeared ___________________, known
to me who, being by me duly sworn, did depose and say that s/he resides at
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
STATE OF )
: ss.:
COUNTY OF )
On this 28th day of June, 2001, before me, a notary public in and
for _________________, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that s/he resides at ________________
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, one of the parties
that executed the foregoing instrument; and that s/he signed his/her name
thereto by order of the Board of Directors of said corporation.
------------------------------
Notary Public
[NOTARIAL SEAL]
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
: ss.:
COUNTY OF )
On this 28th day of June, 2001, before me, a notary public in and
for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides 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-I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AA 9 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-1 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-1 Certificates required to be
distributed to Holders of the Class I-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-1 Certificates applicable to each
Distribution Date will be 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 the interest portion of certain
Realized Losses allocated to the Class I-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-2
[FORM OF FACE OF CLASS I-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AB 7 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-2 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-2 Certificates required to be
distributed to Holders of the Class I-A-2 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Group
I-A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Classes of Group
I-A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-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 the interest portion of certain
Realized Losses allocated to the Class I-A-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-3
[FORM OF FACE OF CLASS I-A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AC 5 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-3 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-3 Certificates required to be
distributed to Holders of the Class I-A-3 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-3 Certificates applicable to each
Distribution Date will be 6.350% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-3 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-4
[FORM OF FACE OF CLASS I-A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AD 3 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-4 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-4 Certificates required to be
distributed to Holders of the Class I-A-4 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-4 Certificates applicable to each
Distribution Date will be 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 the interest portion of certain
Realized Losses allocated to the Class I-A-4 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-5
[FORM OF FACE OF CLASS I-A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AE 1 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-5 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-5 Certificates required to be
distributed to Holders of the Class I-A-5 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-5 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 the interest portion of certain
Realized Losses allocated to the Class I-A-5 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-6
[FORM OF FACE OF CLASS I-A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AF 8 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-6 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-6 Certificates required to be
distributed to Holders of the Class I-A-6 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-6 Certificates applicable to each
Distribution Date will be 6.750% per annum. Prior to the applicable Accretion
Termination Date, no distribution of interest on this Certificate will be made.
Prior to the applicable Accretion Termination Date, interest otherwise available
for distribution on this Certificate will be added to the Principal Balance of
the Class I-A-6 Certificates on each Distribution Date. The amount of interest
which accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class I-A-6 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-7
[FORM OF FACE OF CLASS I-A-7 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON A PORTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE
PAYABLE. BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AG 6 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-7 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-7 Certificates required to be
distributed to Holders of the Class I-A-7 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. For the
purposes of determining distributions of interest and in reduction of Principal
Balance, the Class I-A-7 Certificates consist of six components (each, a
"Component" and individually, the "Class I-A-7A Component," the "Class I-A-7B
Component," the "Class I-A-7C Component," the "Class I-A-7D Component," the
"Class I-A-7E Component" and the "Class I-A-7F Component"). The amount of
interest which accrues on the Class I-A-7 Certificates in any month will equal
the sum of the interest which accrues on the Class I-A-7 Components. The
component rate (the "Component Rate") on each of the I-A-7 Components will be
6.750% per annum. Interest with respect to each Component will accrue during
each month in an amount equal to the product of (i) 1/12th of the Component Rate
for such Component and (ii) the outstanding Principal Balance in the case of the
Class I-A-7A, Class I-A-7B and Class I-A-7E Components or the outstanding
notional amount in the case of the Class I-A-7C, Class I-A-7D and Class I-A-7F
Components. Prior to the applicable Accretion Termination Date, the interest
accrued on the Class I-A-7A, Class I-A-7B and Class I-A-7E Components will not
be distributed as interest on this Certificate. Prior to the applicable
Accretion Termination Date, the interest on the Class I-A-7A, Class I-A-7B and
Class I-A-7E Components otherwise available for distribution on this Certificate
will be added to the Principal Balance of such Component on each Distribution
Date. The amount of interest which accrues on this Certificate in any month will
be subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class I-A-7
Certificates with respect to their Components, 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 Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-8
[FORM OF FACE OF CLASS I-A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AH 4 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-8 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-8 Certificates required to be
distributed to Holders of the Class I-A-8 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-8 Certificates applicable to each
Distribution Date will be 6.125% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-8 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-9
[FORM OF FACE OF CLASS I-A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AJ 0 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-9 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-9 Certificates required to be
distributed to Holders of the Class I-A-9 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-9 Certificates applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-9 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-10
[FORM OF FACE OF CLASS I-A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AK 7 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-10 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-10 Certificates required to be
distributed to Holders of the Class I-A-10 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-10 Certificates applicable to each
Distribution Date will be 6.350% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-10 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-11
[FORM OF FACE OF CLASS I-A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AL 5 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-11 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-11 Certificates required to be
distributed to Holders of the Class I-A-11 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-11 Certificates applicable to each
Distribution Date will be 6.350% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-11 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-12
[FORM OF FACE OF CLASS I-A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AM 3 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-12 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-12 Certificates required to be
distributed to Holders of the Class I-A-12 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-12 Certificates applicable to each
Distribution Date will be 6.350% per annum. Prior to the applicable Accretion
Termination Date, no distribution of interest on this Certificate will be made.
Prior to the applicable Accretion Termination Date, interest otherwise available
for distribution on this Certificate will be added to the Principal Balance of
the Class I-A-12 Certificates on each Distribution Date. The amount of interest
which accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class I-A-12 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-13
[FORM OF FACE OF CLASS I-A-13 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AN 1 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-13 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-13 Certificates required to be
distributed to Holders of the Class I-A-13 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-13 Certificates applicable to each
Distribution Date will be 6.350% per annum. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class I-A-13
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class I-A-13 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-PO
[FORM OF FACE OF CLASS I-A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include
loans secured by shares issued by cooperative housing corporations,
sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AP 6 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-PO Certificates required to be
distributed to Holders of the Class I-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class I-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-R
[Form of Face of Class I-A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AQ 4 First Distribution Date: July 25, 2001
Denomination: $___________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class I-A-R Certificate with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, 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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-R Certificate required to be
distributed to the Holder of the Class I-A-R Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-R Certificate applicable to each Distribution
Date will be 6.750% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class I-A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-I-A-LR
[Form of Face of Class I-A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS I-A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AR 2 First Distribution Date: June 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class I-A-LR Certificate with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, 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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-LR Certificate required to be
distributed to the Holder of the Class I-A-LR Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-LR Certificate applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-LR Certificate, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-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 2001-15, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AS 0 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the 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 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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-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 2001-15, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AT 8 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the 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 Group
I-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 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class 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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-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 2001-15, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AU 5 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the 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 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class 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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-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 2001-15, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AV 3 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the 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 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class 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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-5
[FORM OF FACE OF CLASS II-A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS II-A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: June 1, 2001
CUSIP No.: 94977E AW 1 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-5 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-5 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-A-5 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-6
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: June 1, 2001
CUSIP No.: 94977E AX 9 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-6 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-6 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-A-6 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-7
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AY 7 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-7 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-7 Certificates applicable to each
Distribution Date will be 6.750% per annum. Prior to the applicable Accretion
Termination Date, no distribution of interest on this Certificate will be made.
Prior to the applicable Accretion Termination Date, interest otherwise available
for distribution on this Certificate will be added to the Principal Balance of
the Class II-A-7 Certificates on each Distribution Date. The amount of interest
which accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class II-A-7 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-8
[FORM OF FACE OF CLASS II-A-8 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS II-A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E AZ 4 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-8 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The Class
II-A-8 Certificates are not entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-9
[FORM OF FACE OF CLASS II-A-9 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS II-A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BA 8 First Distribution Date: July 25, 2001
Denomination: $________________(Initial
Notional Amount)
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-9 Certificates required to be
distributed to Holders of the Class II-A-9 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-9 Certificates are not entitled to distributions in respect of
principal. Interest will accrue on the Class II-A-9 Certificates each month in
an amount equal to the product of (i) 1/12th of 6.750% and (ii) the notional
amount of the Class II-A-9 Certificates as of the related Distribution Date. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class II-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 on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-10
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: June 1, 2001
CUSIP No.: 94977E BB 6 First Distribution Date: July 25, 2001
Denomination: $________________
Initial Percentage Interest
evidenced by this Final Scheduled Maturity Date: July 25, 2031
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-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of the Class II-A-10 Certificates on
such Distribution Date as specified in the Agreement. Distributions of principal
will be made to the Holders of the Class II-A-10 Certificates as described below
and in the Agreement. Except as set forth in the next sentence, distributions in
reduction of the Principal Balance of this Certificate will be made only in lots
equal to $1,000 initial principal balance and in accordance with the priorities
and procedures set forth in Section 4.06 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random lot.
After any Realized Losses have been allocated to the Class II-A-10 Certificates,
distributions in reduction of principal balance will be made as provided 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-10 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-A-10 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-11
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BC 4 First Distribution Date: July 25, 2001
Denomination: $________________
Initial Percentage Interest
evidenced by this Final Scheduled Maturity Date: July 25, 2031
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-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of the Class II-A-11 Certificates on
such Distribution Date as specified in the Agreement. Distributions of principal
will be made to the Holders of the Class II-A-11 Certificates as described below
and in the Agreement. Except as set forth in the next sentence, distributions in
reduction of the Principal Balance of this Certificate will be made only in lots
equal to $1,000 initial principal balance and in accordance with the priorities
and procedures set forth in Section 4.06 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random lot.
After any Realized Losses have been allocated to the Class II-A-11 Certificates,
distributions in reduction of principal balance will be made as provided 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-11 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-12
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BD 2 First Distribution Date: July 25, 2001
Denomination: $________________
Initial Percentage Interest
evidenced by this Final Scheduled Maturity Date: July 25, 2031
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-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of the Class II-A-12 Certificates on
such Distribution Date as specified in the Agreement. Distributions of principal
will be made to the Holders of the Class II-A-12 Certificates as described below
and in the Agreement. Except as set forth in the next sentence, distributions in
reduction of the Principal Balance of this Certificate will be made only in lots
equal to $1,000 initial principal balance and in accordance with the priorities
and procedures set forth in Section 4.06 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random lot.
After any Realized Losses have been allocated to the Class II-A-12 Certificates,
distributions in reduction of principal balance will be made as provided 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-12 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-13
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BE 0 First Distribution Date: July 25, 2001
Denomination: $________________
Initial Percentage Interest
evidenced by this Final Scheduled Maturity Date: Xxxxx 00, 0000
Xxxxxxxxxxx: ______%
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-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of the Class II-A-13 Certificates on
such Distribution Date as specified in the Agreement. Distributions of principal
will be made to the Holders of the Class II-A-13 Certificates as described below
and in the Agreement. Except as set forth in the next sentence, distributions in
reduction of the Principal Balance of this Certificate will be made only in lots
equal to $1,000 initial principal balance and in accordance with the priorities
and procedures set forth in Section 4.06 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random lot.
After any Realized Losses have been allocated to the Class II-A-13 Certificates,
distributions in reduction of principal balance will be made as provided 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-13 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-14
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BF 7 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-14 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-14 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-15
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BG 5 First Distribution Date: July 25, 2001
Denomination: $________________
Initial Percentage Interest
evidenced by this Final Scheduled Maturity Date: July 25, 2031
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-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of the Class II-A-15 Certificates on
such Distribution Date as specified in the Agreement. Distributions of principal
will be made to the Holders of the Class II-A-15 Certificates as described below
and in the Agreement. Except as set forth in the next sentence, distributions in
reduction of the Principal Balance of this Certificate will be made only in lots
equal to $1,000 initial principal balance and in accordance with the priorities
and procedures set forth in Section 4.06 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random lot.
After any Realized Losses have been allocated to the Class II-A-15 Certificates,
distributions in reduction of principal balance will be made as provided 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-15 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-16
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BH 3 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-16 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-16 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-17
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BJ 9 First Distribution Date: July 25, 2001
Denomination: $________________
Initial Percentage Interest
evidenced by this Final Scheduled Maturity Date: July 25, 2031
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-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of the Class II-A-17 Certificates on
such Distribution Date as specified in the Agreement. Distributions of principal
will be made to the Holders of the Class II-A-17 Certificates as described below
and in the Agreement. Except as set forth in the next sentence, distributions in
reduction of the Principal Balance of this Certificate will be made only in lots
equal to $1,000 initial principal balance and in accordance with the priorities
and procedures set forth in Section 4.06 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random lot.
After any Realized Losses have been allocated to the Class II-A-17 Certificates,
distributions in reduction of principal balance will be made as provided 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-17 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-18
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BK 6 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-18 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-18 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-19
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BL 4 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-19 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-19 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-20
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BM 2 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 25, 2011
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-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-20 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-20 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-21
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BN 0 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: March 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-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-21 Certificates required to be
distributed to Holders of the Class II-A-21 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-21 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-22
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BP 5 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: May 25, 2021
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-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-22 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-22 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-23
[FORM OF FACE OF CLASS II-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 2001-15, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BQ 3 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-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 June 28, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-23 Certificates required to be
distributed to Holders of the Class II-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 II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-23 Certificates applicable to each
Distribution Date will be 7.000% per annum. Prior to the applicable Accretion
Termination Date, no distribution of interest on this Certificate will be made.
Prior to the applicable Accretion Termination Date, interest otherwise available
for distribution on this Certificate will be added to the Principal Balance of
the Class II-A-23 Certificates on each Distribution Date. The amount of interest
which accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class II-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT A-II-A-PO
[FORM OF FACE OF CLASS II-A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS II-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include
loans secured by shares issued by cooperative housing corporations,
sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BR 1 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-PO Certificates required to be
distributed to Holders of the Class II-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS B-1
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BS 9 First Distribution Date: July 25, 2001
Denomination: $_________________
Percentage Interest evidenced
by this Certificate: ________% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of 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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CLASS A CERTIFICATES AND
THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include loans secured
by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BT 7 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of 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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS B-3
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E BU 4 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of 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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS B-4
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E CB 5 First Distribution Date: July 25, 2001
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of 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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS B-5
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E CC 3 First Distribution Date: July 25, 2001
Denomination: $_____________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of 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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-15, CLASS B-6
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 2001
CUSIP No.: 94977E CD 1 First Distribution Date: July 25, 2001
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT ______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of 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 June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:_________________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2001-15 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-15
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including
postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Social Security or other Identifying Number of Assignee:
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _____________________________________________________ account
number _____________, or, if mailed by check, to ______________________________.
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
EXHIBIT D
RESERVED
EXHIBIT E
CUSTODIAL AGREEMENT
-------------------
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trust Administrator (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trust Administrator"), XXXXX FARGO ASSET SECURITIES CORPORATION (together with
any successor in interest, the "Seller"), XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer, and the Trust
Administrator and the United States Trust Company of New York, as trustee, have
entered into a Pooling and Servicing Agreement dated as of June 28, 2001
relating to the issuance of Mortgage Pass-Through Certificates, Series 2001-15
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trust Administrator, the
Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trust Administrator for
these purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant
to Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
CONCERNING THE CUSTODIAN
Section 3.1. Custodian a Bailee and Agent of the Trust
Administrator. With respect to each Mortgage Note, Mortgage and other documents
constituting each Custodian File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trust Administrator, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Custodial File shall be delivered by the Custodian to the Seller or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In
such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trust Administrator shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trust
Administrator shall give prompt notice to the Custodian of any amendment or
supplement to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx By:_______________________________________
Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 Name:__________________________________
Title:_________________________________
Address: XXXXX FARGO ASSET SECURITIES CORPORATION
0000 Xxx Xxxxxxx Xxx By:_______________________________________
Xxxxxxxxx, Xxxxxxxx 00000 Name:__________________________________
Title:_________________________________
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:_______________________________________
Name:__________________________________
Title:_________________________________
Address: [CUSTODIAN]
By:_______________________________________
Name:__________________________________
Title:_________________________________
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
---------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Bank
Minnesota, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
---------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 20__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
---------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 20__, before me, a notary public in
and for the State of __________, personally appeared __________ __________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association
---------------------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1A
[Schedule of Type 1 Mortgage Loans in Group I]
WFMBS
WFMBS 2001-15 EXHIBIT F-1A Group I Loans
30 YEAR FIXED RATE NON-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
-------- ------------------- ------ ----- -------- -------- -------- ----------
5067984 XXXXXXX XX 00000 SFD 7.875 6.750 $2,670.52
5092197 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $3,341.47
5139561 XXXXXX XXXXXX XX 00000 SFD 7.875 6.750 $2,163.61
5144830 XXXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $2,498.46
5147903 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,470.20
5163980 XXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $3,361.86
5707974 XXXXXXX XX 00000 SFD 7.875 6.750 $2,465.24
5709400 XXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,675.96
5718306 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,576.64
5721866 XXXXXXX XX 00000 SFD 7.625 6.750 $2,096.31
5722784 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,146.46
5725791 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,832.54
5736016 XXXXXXX XX 00000 SFD 7.625 6.750 $4,031.59
5741075 XXXXX XXXXXX XX 00000 SFD 7.500 6.750 $1,563.42
5741273 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,336.31
5741657 XXXXXXX XX 00000 SFD 7.625 6.750 $1,971.45
5742008 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,195.75
5743628 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,552.13
5746123 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,195.40
5746407 XXXXXXXXXX XX 00000 HCO 7.625 6.750 $2,124.73
5746497 XXX XXXX XX 00000 SFD 7.625 6.750 $2,263.31
5747615 XXXXXXXX XX 00000 SFD 7.625 6.750 $3,540.68
5748472 XXXXXXXXX XX 00000 SFD 7.625 6.750 $3,570.26
5751796 XXXXXXX XX 00000 SFD 7.625 6.750 $3,010.49
5754027 XXX XX 00000 SFD 8.000 6.750 $6,139.78
5756270 XXXX XXXXX XX 00000 SFD 7.750 6.750 $2,510.09
5763072 XXXXXX XX 00000 SFD 7.750 6.750 $2,550.43
5766003 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,491.94
5784796 XXX XXXXX XXXXX XX 00000 SFD 7.500 6.750 $2,910.14
5786490 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $3,168.26
5830796 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,528.22
5833527 XXX XXXX XX 00000 COP 8.000 6.750 $2,659.90
5840903 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $3,201.28
5849632 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,436.01
5858350 UPPER XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $3,798.72
5868763 XXXX XXXXX XX 00000 SFD 7.500 6.750 $3,032.85
5869693 XXXXXXX XX 00000 SFD 6.875 6.608 $3,806.91
5876477 XXXXX XXXX XX 00000 SFD 7.625 6.750 $7,077.94
5878550 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $3,071.04
5880457 XXX XXXXX XX 00000 SFD 7.375 6.750 $2,417.37
5882499 XXX XXXXX XX 00000 SFD 7.625 6.750 $3,052.37
5883794 XXXXXXXX XX 00000 SFD 7.875 6.750 $2,632.01
5885229 XXXXX XXXX XX 00000 SFD 7.125 6.750 $3,611.14
5890490 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,865.15
5892365 XXXXXX XX 00000 SFD 7.250 6.750 $2,721.89
5892398 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,526.45
5894434 XXXXXXX XX 00000 SFD 7.125 6.750 $3,104.53
5896513 XXXX XXXXX XX 00000 SFD 7.125 6.750 $3,190.74
5898075 XXXXXX XX 00000 LCO 7.250 6.750 $2,046.53
5898296 XXXXXXXXX XX 00000 SFD 7.625 6.750 $3,538.97
5899996 XXXXXXX XX 00000 SFD 7.250 6.750 $3,835.88
5901926 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,831.18
5902419 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,210.17
5902734 XXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $2,808.87
5904445 XXXXXXX XX 00000 SFD 7.375 6.750 $2,485.74
5904736 XXXXXX XXXXX XX XX 00000 SFD 7.625 6.750 $6,653.27
5905036 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,899.25
5905382 XXX XXXXXXXX XX 00000 SFD 7.125 6.750 $3,018.26
5905992 XXX XXXX XX 00000 SFD 7.625 6.750 $2,406.50
5907509 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,912.81
5907874 XXXXXXX XX 00000 SFD 7.375 6.750 $2,638.38
5908612 XXXXXX XXX XX 00000 SFD 7.250 6.750 $3,667.38
5909147 XXXXXXX XX 00000 SFD 7.500 6.750 $2,999.64
5910158 XXXXX XXXXXXX XX 00000 SFD 7.000 6.733 $2,800.93
5910767 XXXXXX XX 00000 SFD 7.375 6.750 $2,547.21
5912117 XXXXXXX XX 00000 SFD 7.375 6.750 $2,486.44
5912582 XXXXXX XX 00000 SFD 7.750 6.750 $2,091.93
5913492 XXXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $2,281.88
5913609 XXXXXXX XX 00000 SFD 7.375 6.750 $2,168.72
5914789 XXXXXXX XX 00000 SFD 7.250 6.750 $3,240.34
5915339 XXXXXX XX 00000 SFD 7.500 6.750 $2,111.28
5915857 XXXXXXX XX 00000 SFD 7.500 6.750 $2,824.83
5916484 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,758.19
5916497 XXXXXX XXXXXXXX XX 00000 SFD 7.500 6.750 $4,894.51
5916881 XXX XXXXX XX 00000 SFD 7.875 6.750 $2,943.79
5916997 XXXXXX XX 00000 LCO 7.125 6.750 $4,951.84
5917713 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,726.69
5918546 XXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $7,007.16
5918563 XXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,831.18
5918746 XXX XXXX XX 00000 SFD 7.875 6.750 $3,352.73
5919743 XXXXXXXX XX 00000 SFD 7.250 6.750 $3,410.89
5919968 XXXXXX XX 00000 SFD 7.250 6.750 $2,967.47
5920164 XXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $2,694.88
5920273 XXXXXX XX 00000 SFD 7.375 6.750 $2,351.34
5920403 XXXXXXX XX 00000 SFD 7.250 6.750 $2,865.15
5922074 XXXXXXX XX 00000 SFD 7.000 6.733 $3,106.97
5922587 XXXXXXX XXXXXXX XX 00000 SFD 7.875 6.750 $2,126.27
5923106 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $2,317.59
5923642 XXXXXX XX 00000 SFD 7.250 6.750 $3,581.43
5923972 XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $4,157.87
5924207 XXXXXXX XX 00000 SFD 7.500 6.750 $4,150.54
5924327 XXXXX XX 00000 SFD 7.875 6.750 $3,480.33
5925137 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $3,453.38
5925418 XXXXXXXX XXXX XX 00000 SFD 7.875 6.750 $3,861.00
5925846 XXXXXXX XX 00000 SFD 7.500 6.750 $3,187.02
5925938 XXX XXXXXX XX 00000 LCO 7.250 6.750 $2,671.78
5926141 XXX XXXX XX 00000 SFD 7.625 6.750 $2,468.44
5926341 XXX XXXX XX 00000 SFD 7.875 6.750 $4,212.66
5926350 XXXXXXXXX XX 00000 SFD 7.375 6.750 $1,961.52
5926364 XXXXXXXXXX XXXXXXXX XX 00000 SFD 7.500 6.750 $6,992.15
5926847 XXX XXXXXXXX XX 00000 SFD 7.250 6.750 $2,442.20
5927029 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,470.21
5928307 XXX XXXX XX 00000 SFD 7.875 6.750 $3,222.94
5928739 XXXXXXXX XX 00000 SFD 7.125 6.750 $3,627.98
5928919 XXXX XX 00000 SFD 7.375 6.750 $2,762.71
5928993 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,607.75
5929063 XXXXXXX XX 00000 SFD 7.625 6.750 $2,349.88
5929582 XXXXXXX XXXXXX XX 00000 SFD 7.750 6.750 $4,047.73
5929746 XXXXXXX XX 00000 SFD 7.125 6.750 $1,044.61
5929859 DICKERSON MD 20842 SFD 7.250 6.750 $5,116.33
5930664 XXX XXXXXXXXX XX 00000 MF2 8.000 6.750 $3,577.11
5930768 XXX XXXXXX XX 00000 SFD 7.875 6.750 $2,827.78
5931003 XXXXXXX-XXXXX XX 00000 SFD 7.375 6.750 $3,293.14
5931676 XXXXXX XX 00000 SFD 7.375 6.750 $2,403.55
5931697 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $4,769.47
5931840 XXXXX XX 00000 SFD 7.500 6.750 $2,656.32
5932289 XXXX XXXX XX 00000 SFD 8.500 6.750 $3,806.13
5932368 XXXXXXXXX XX 00000 SFD 8.250 6.750 $2,697.05
5932531 XXXXXXXXX XX 00000 SFD 7.250 6.750 $3,760.16
5932695 XXXXX XXXXXX XX 00000 SFD 7.500 6.750 $3,181.43
5933323 XXXXX XXXXXX XX 00000 SFD 7.000 6.733 $1,995.91
5933513 XXXXXXXX XX 00000 SFD 7.875 6.750 $2,819.07
5934190 XXXXXXXX XX 00000 SFD 7.625 6.750 $3,432.80
5934386 YORBA XXXXX XX 00000 SFD 7.875 6.750 $2,682.76
5934397 OGUNQUIT ME 03907 SFD 8.000 6.750 $3,668.83
5934478 XXXXXXXX XX 00000 SFD 7.250 6.750 $3,192.59
5934640 XXXXXXXX XX 00000 SFD 7.375 6.750 $3,626.05
5935343 XXX XXXX XX 00000 SFD 8.125 6.750 $3,712.49
5935595 XXXXXXX XXXX XX 00000 SFD 7.750 6.750 $2,937.30
5935691 XXXXXXXX XX 00000 SFD 7.250 6.750 $3,751.97
5935928 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $2,537.75
5936537 XXXXXXXX XX 00000 SFD 7.375 6.750 $3,246.18
5936784 XX XXXXX XX 00000 LCO 7.625 6.750 $2,866.57
5937219 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,415.10
5937392 XXX XXXXXXXX XX 00000 SFD 7.000 6.733 $3,326.52
5937411 XXXXXXXX XX 00000 SFD 8.375 6.750 $3,648.35
5937459 XXXXXX XX 00000 SFD 7.375 6.750 $4,144.06
5937870 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,496.20
5938294 XXXXXXXX XX 00000 SFD 7.500 6.750 $3,090.53
5938609 XXXXXX XX 00000 SFD 7.500 6.750 $3,817.72
5938944 XXXXXX XXXX XX 00000 SFD 7.500 6.750 $2,716.45
5939036 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,005.60
5939880 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $4,544.90
5940060 XXXXXX XX 00000 SFD 7.250 6.750 $2,701.42
5940122 XXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $3,185.08
5941389 XXXXXXX XX 00000 SFD 7.875 6.750 $2,175.21
5942054 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $4,042.32
5942532 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,271.31
5942975 XXXXXXXXX XX 00000 SFD 7.250 6.750 $3,410.89
5943161 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,823.01
5943321 XXXXXXXX XX 00000 SFD 7.625 6.750 $4,600.66
5943405 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $4,477.58
5943458 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,972.74
5943523 UPPER XXXXXX XXXXX XX 00000 SFD 7.125 6.750 $3,368.60
5943817 XXXXXXX XX 00000 SFD 7.500 6.750 $2,342.37
5943884 XXX XXXXXXX XX 00000 SFD 8.250 6.750 $4,470.04
5943965 XXXXXXXX XX 00000 MF2 8.000 6.750 $2,421.43
5944104 XXXXXXXXX XX 00000 SFD 7.750 6.750 $3,216.70
5944119 XXX XXXXXXX XX 00000 SFD 7.875 6.750 $6,878.01
5944285 XXXXXXXX XX 00000 SFD 7.250 6.750 $4,174.24
5944354 XXXXXXX XX 00000 SFD 7.500 6.750 $3,496.08
5944524 XXXXXXXX XXXX XX 00000 SFD 7.750 6.750 $2,364.16
5944777 XXXXXXXXX XX 00000 SFD 7.250 6.750 $3,663.29
5944855 OLD XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,490.96
5944981 XXXXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $2,650.13
5945386 XXXXXXXXX XX 00000 SFD 7.625 6.750 $5,239.45
5945478 XXXXXX XX 00000 SFD 7.750 6.750 $2,593.41
5945519 XXXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,375.93
5945890 XXXXXXXXXX XXXX XX 00000 SFD 7.250 6.750 $2,882.19
5945906 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,880.77
5945966 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $4,600.66
5946042 FOX XXXXX XXXXX XX 00000 SFD 7.500 6.750 $2,991.24
5946435 XXX XXXXXX XX 00000 SFD 7.125 6.750 $3,031.74
5946436 XXXXXXX XX 00000 SFD 7.000 6.733 $3,300.57
5946489 XXXXXX XX 00000 SFD 7.500 6.750 $3,006.63
5946710 XXX XXXX XX 00000 SFD 7.125 6.750 $4,150.11
5946766 XXXXXXXXXXXX XX 00000 SFD 8.000 6.750 $2,753.08
5947107 XXXXXXXX XX 00000 SFD 6.875 6.608 $5,337.55
5947149 XXXXXXXXX XX 00000 SFD 7.125 6.750 $2,358.02
5947259 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $4,350.42
5947429 XXXXXXX XXXXX XX 00000 SFD 8.250 6.750 $2,914.92
5947754 XXXXXXXX XX 00000 SFD 6.875 6.608 $3,284.65
5948181 XXXXXX XX 00000 SFD 8.375 6.750 $3,030.41
5948453 XXXXXXXXX XX 00000 SFD 7.125 6.750 $2,385.64
5948548 XXXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,762.71
5948616 YORBA XXXXX XX 00000 SFD 8.500 6.750 $3,175.62
5949007 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,491.99
5949030 XXX XXXXX XX 00000 SFD 7.500 6.750 $2,900.70
5949319 XXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $2,694.60
5949363 FRIPP XXXXXX XX 00000 SFD 7.375 6.750 $2,393.19
5949384 XXXXXX XX 00000 LCO 8.125 6.750 $2,999.69
5949454 NAGS XXXX XX 00000 SFD 7.500 6.750 $4,544.90
5949761 XXXXXXX XX 00000 SFD 7.500 6.750 $5,453.88
5949966 XXXX XX XXXX XX 00000 SFD 7.750 6.750 $2,650.73
5949981 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,570.31
5950047 XXX XXXX XX 00000 SFD 7.250 6.750 $2,462.66
5950177 XXXXXXXXX XX 00000 SFD 7.250 6.750 $4,386.40
5950179 XXXXXX XX 00000 HCO 7.625 6.750 $2,382.44
5950747 XXXXXXX XX 00000 LCO 7.500 6.750 $2,108.14
5950790 XXXXXXXX XX 00000 SFD 7.875 6.750 $5,800.56
5950895 XXXXXXXXX XX 00000 SFD 8.000 6.750 $5,371.16
5951012 XXX XXXXXX XX 00000 SFD 7.750 6.750 $3,066.25
5951024 XXX XXXX XX 00000 SFD 7.500 6.750 $3,496.08
5951035 XXXXX XXXXXXXXX XX 00000 SFD 6.625 6.358 $6,403.11
5951239 XXXXXX XX 00000 SFD 7.000 6.733 $3,795.56
5951598 XXXXX XX 00000 SFD 7.375 6.750 $2,762.71
5951930 XXX XXXXXX XX 00000 SFD 7.125 6.750 $6,737.19
5952309 XXXXXXX XX 00000 SFD 7.250 6.750 $3,049.33
5952351 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,705.89
5952352 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $4,489.39
5952448 XXXXX XX 00000 SFD 7.125 6.750 $3,368.60
5952473 XXX XXXXX XX 00000 SFD 7.000 6.733 $3,492.84
5952547 XXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,193.65
5952831 XXXXXXX XXXXXXXX XX 00000 SFD 7.875 6.750 $2,599.37
5952972 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $3,124.93
5952988 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $3,206.11
5953060 XXXX XXXXX XX 00000 SFD 7.125 6.750 $3,382.41
5953908 XXXXX XXXX XX 00000 SFD 7.000 6.733 $2,395.09
5954062 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,223.97
5954249 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $2,792.94
5954268 XXXXXXX XXXXXXXXXX XX 00000 SFD 7.375 6.750 $3,384.31
5954403 XXXXXXX XX 00000 HCO 7.250 6.750 $2,275.75
5954424 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,790.33
5954526 XXXXXXX XXX XX 00000 SFD 7.250 6.750 $3,172.12
5954920 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,762.71
5955077 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,399.43
5955217 XXXX XXXX XX 00000 SFD 7.250 6.750 $2,087.46
5955306 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,507.45
5955468 XXXXX XXXXX XX 00000 SFD 7.250 6.750 $4,393.22
5955630 INCLINE XXXXXXX XX 00000 SFD 7.875 6.750 $1,876.48
5955664 XXXXX XXXXXX XX 00000 PUD 7.625 6.750 $2,264.94
5955761 XXXX XXXXXX XX 00000 SFD 7.125 6.750 $2,358.02
5955963 XXXX XXXX XX 00000 SFD 7.125 6.750 $2,021.16
5956499 XXXXXXXXX XX 00000 SFD 7.000 6.733 $4,111.57
5956584 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,972.74
5957041 XXX XXXXX XX 00000 SFD 7.500 6.750 $2,747.92
5957151 XXX XXXXXXXXX XX 00000 MF2 7.875 6.750 $6,996.92
5957192 XXXXXXXXX XX 00000 SFD 7.000 6.733 $2,484.66
5957391 XXX XXXX XX 00000 SFD 7.125 6.750 $2,247.53
5957409 XXX XXXX XX 00000 SFD 7.750 6.750 $3,839.97
5957416 XXXXX XXXXX XX 00000 SFD 7.000 6.733 $3,081.02
5957483 XXXXXXXX XX 00000 SFD 8.125 6.750 $3,111.07
5957637 XXXXXX XX 00000 SFD 7.125 6.750 $2,368.13
5958040 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,492.76
5958045 XXXXXXXX XX 00000 SFD 7.250 6.750 $3,264.22
5958175 XXXXXXX XX 00000 HCO 7.625 6.750 $2,409.20
5958528 XXXXXX XX 00000 SFD 7.250 6.750 $2,428.55
5958552 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,300.33
5958772 XXXXXXX XX 00000 SFD 7.750 6.750 $2,127.75
5958935 XXX XXXXX XX 00000 SFD 7.125 6.750 $2,694.88
5959139 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,406.50
5959221 XXXXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $2,985.84
5959284 XXX XXXXXXXXX XX 00000 LCO 7.125 6.750 $3,894.10
5959513 XXXXXXX XX 00000 SFD 7.500 6.750 $3,500.97
5959537 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,046.53
5959615 XXXXXX XX 00000 SFD 6.875 6.608 $2,778.81
5959839 XXX XXXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $2,328.39
5959946 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $2,199.50
5959997 XXXX XXXXXX XX 00000 SFD 7.375 6.750 $4,489.39
5960021 XXXXXXXXX XX 00000 SFD 7.250 6.750 $5,137.45
5960066 XXXXXXX XX 00000 SFD 7.125 6.750 $2,358.01
5960098 XXXXXX XX 00000 SFD 8.125 6.750 $2,888.32
5960106 BEL AIR MD 21015 SFD 7.625 6.750 $2,278.84
5960431 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,285.30
5960494 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $3,069.80
5960585 XXX XXXXXXXXX XX 00000 LCO 7.625 6.750 $2,795.79
5960668 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,719.54
5960681 LAND O XXXXX XX 00000 SFD 7.625 6.750 $3,468.19
5960934 XXXXXXX XXXX XX 00000 LCO 7.500 6.750 $3,198.91
5961139 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $3,933.21
5961612 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $3,410.88
5961921 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,901.96
5962012 XXXXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $4,434.15
5962219 XXXXXXX XXX XX 00000 SFD 7.500 6.750 $2,595.83
5962533 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,244.70
5962798 XXXXXXX XX 00000 SFD 7.500 6.750 $2,824.83
5963265 XXXXXX XX 00000 SFD 7.250 6.750 $1,951.02
5963674 DANA XXXXX XX 00000 SFD 7.250 6.750 $3,001.58
5964201 XXX XXXX XX 00000 HCO 7.250 6.750 $2,967.47
5964294 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,220.53
5964974 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,831.82
5965192 XXXXXXXX XX 00000 SFD 7.625 6.750 $3,850.40
5965495 XXXXXXX XX 00000 SFD 7.750 6.750 $2,594.85
5965559 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,465.71
5965618 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,600.96
5965846 XXXXXXXXXX XX 00000 PUD 7.500 6.750 $2,808.05
5965937 XXXXXX XX 00000 LCO 8.000 6.750 $ 943.76
5966994 XXXXXX XX 00000 SFD 7.000 6.733 $2,234.09
5967376 XXXXXX XX 00000 SFD 7.250 6.750 $2,517.24
5967755 XXX XXXXX XX 00000 SFD 7.750 6.750 $2,256.70
5967965 XXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $3,181.43
5968087 XXX XXXXXX XX 00000 SFD 7.500 6.750 $3,496.08
5968190 XXXXXX XX 00000 SFD 7.500 6.750 $2,629.05
5968246 XXXXXXXXX XX 00000 SFD 7.375 6.750 $3,727.58
5968424 XXX XXXXXX XX 00000 SFD 7.750 6.750 $2,306.13
5968437 XXX XXXXX XX 00000 LCO 7.875 6.750 $2,427.53
5968683 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $2,728.57
5969053 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $3,595.07
5969395 XXXXXX XX 00000 SFD 7.125 6.750 $6,716.98
5969622 XXX XXXXX XX 00000 SFD 7.500 6.750 $6,118.13
5969727 XXXXXXXX XX 00000 SFD 7.625 6.750 $3,538.97
5969752 XXXXX XXXXX XX 00000 SFD 7.250 6.750 $3,069.80
5970129 XXXXXXX XX 00000 SFD 7.125 6.750 $3,826.73
5970313 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,121.75
5970795 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,200.02
5971045 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,761.07
5971088 XXXXX XXXX XX 00000 SFD 7.375 6.750 $3,108.04
5971101 XXX XXXX XX 00000 SFD 7.750 6.750 $2,149.24
5971132 XXXXXX XXXXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,017.21
5971310 XXXXXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $2,256.96
5971604 XXX XXXXX XX 00000 SFD 7.625 6.750 $2,708.73
5971680 XXXXXXXX XXXX XX 00000 SFD 7.125 6.750 $2,492.76
5972725 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,596.94
5972759 XXXX XX 00000 SFD 7.250 6.750 $2,053.35
5972857 LAKE OSWEGO OR 97034 SFD 7.875 6.750 $2,537.74
5973422 XXXXXX XX 00000 SFD 7.875 6.750 $4,712.96
5973880 XXXXXXXX XX 00000 SFD 7.125 6.750 $4,055.79
5973957 XXX XXXXX XX 00000 SFD 7.250 6.750 $2,217.08
5974642 XXXXXXXXXX XX 00000 SFD 6.875 6.608 $2,174.44
5974758 XXXXXX XX 00000 SFD 7.250 6.750 $3,131.19
5974874 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,667.99
5976611 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,794.01
5976829 XXX XXXXXXXXX XX 00000 SFD 7.375 6.750 $4,109.52
5976915 XXX XXXXX XX 00000 SFD 8.000 6.750 $2,582.85
5977035 XXX XXXX XX 00000 SFD 7.500 6.750 $2,167.57
5977082 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,899.25
5977374 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,852.80
5977989 XXX XXXXX XX 00000 SFD 7.625 6.750 $2,169.39
5978414 XXXXXXXXX XX 00000 LCO 7.750 6.750 $2,478.79
5978575 XXXXXX XX 00000 SFD 7.250 6.750 $2,387.62
5978585 XXXXXXXXX XX 00000 SFD 7.125 6.750 $2,694.88
5978956 XXXXXXX XX 00000 SFD 7.375 6.750 $3,177.11
5979706 XXXXX XX 00000 SFD 7.000 6.733 $2,693.14
5979893 MENLO XXXX XX 00000 SFD 7.500 6.750 $4,474.98
5980136 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $2,392.73
5980138 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,399.42
5980147 XXXX XXXX XX 00000 PUD 7.750 6.750 $3,453.11
5980164 XXX XXXX XX 00000 SFD 7.625 6.750 $2,916.12
5981317 XXX XXXXX XX 00000 LCO 7.750 6.750 $3,259.68
5983477 XXXXXX XX 00000 SFD 7.875 6.750 $2,251.35
5983760 SAG XXXXXX XX 00000 SFD 7.000 6.733 $2,661.21
5983819 SAG XXXXXX XX 00000 SFD 7.875 6.750 $3,132.30
5984897 XXXXXXX XX 00000 SFD 7.375 6.750 $2,935.37
5985365 FOSTER XXXX XX 00000 SFD 7.375 6.750 $3,405.03
5986104 XXXXXXXX XX 00000 SFD 7.125 6.750 $3,065.42
5986564 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $2,507.15
5986579 XXXXXX XXXXX XX 00000 SFD 7.000 6.733 $2,604.66
5986786 XXXXXXX XX 00000 SFD 7.500 6.750 $3,216.39
5987248 XXXXXXXXX XX 00000 SFD 7.125 6.750 $2,905.41
5988737 XXXXXXX XX 00000 SFD 7.250 6.750 $2,592.27
5990124 XXXXXXX XX 00000 SFD 7.875 6.750 $2,899.99
5996854 XXX XXXXX XX 00000 SFD 7.250 6.750 $4,413.69
5998749 XXXXXXXXX XX 00000 SFD 7.375 6.750 $1,891.19
7451660 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $3,262.81
7538173 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,717.93
7608036 XXXXX XXXXXXXXX XX 00000 SFD 8.000 6.750 $3,669.94
7736433 XXXXXXXX XX 00000 SFD 7.875 6.750 $2,141.85
7742378 XXXX XXXXXXXXXX XX 00000 SFD 7.750 6.750 $3,937.15
7769851 XXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,477.34
7778050 XXXXXX XX 00000 SFD 7.500 6.750 $2,964.67
7803316 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,564.17
7837391 XXXXXXXXX XX 00000 SFD 7.875 6.750 $2,717.37
7851985 XXXXXXX XX 00000 SFD 7.500 6.750 $2,622.05
7875356 XXXXX XXXXX XXX XX 00000 SFD 7.750 6.750 $2,091.92
7882646 XXXX XXXXXXX XX 00000 SFD 7.875 6.750 $2,320.22
7886581 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,595.48
7909088 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $3,623.90
7920473 XXXXX XXXXX XXX XX 00000 SFD 7.500 6.750 $2,360.55
7929272 XXXXXX XX 00000 SFD 7.625 6.750 $2,101.51
7929805 XXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $3,410.88
7931036 XXXXXX XX 00000 SFD 7.625 6.750 $4,561.38
7934651 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,121.46
7936416 XXXXXX XX 00000 SFD 7.875 6.750 $3,599.61
7940237 XXXXXXX XX 00000 SFD 7.625 6.750 $3,993.40
7944786 XXXX XX XXXX XX 00000 SFD 7.875 6.750 $3,763.30
7952980 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,833.82
7954605 XXXX XX XXXX XX 00000 SFD 7.750 6.750 $4,027.24
7955763 XXXXXXXXXX XXX XX 00000 SFD 7.500 6.750 $2,296.92
7958908 XXXX XX 00000 SFD 8.000 6.750 $2,324.88
7959114 XXXXXXX XX 00000 SFD 7.875 6.750 $2,117.20
7964967 XXXXXXXX XXXX XX 00000 SFD 7.875 6.750 $2,702.55
7990189 XXXXXXXX XX 00000 SFD 7.875 6.750 $3,641.00
7992455 XXXXXX XX 00000 HCO 7.875 6.750 $2,112.19
7993968 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $2,610.25
8018242 MARINA XXX XXX XX 00000 LCO 7.875 6.750 $2,836.47
8030765 XXX XXXX XX 00000 SFD 7.500 6.750 $2,097.64
8033393 XXXXXXXXX XX 00000 SFD 7.625 6.750 $3,451.19
8034801 XXXXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $2,866.77
8035469 XXX XXXXXXXXXXXX XX 00000 SFD 7.875 6.750 $2,311.31
8047392 XXXXX XXXXX XXX XX 00000 SFD 7.500 6.750 $2,601.08
8050451 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,039.65
8051778 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,725.01
8053247 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $3,480.33
8054742 XXX XXXX XX 00000 SFD 7.625 6.750 $2,272.02
8056247 XXXXXX XX 00000 LCO 7.625 6.750 $2,123.38
8064059 XXX XXXXX XX 00000 SFD 7.625 6.750 $2,528.34
8064703 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,249.16
8069164 XXX XXXXX XX 00000 SFD 7.750 6.750 $2,196.88
8069985 XXX XXXX XX 00000 SFD 7.625 6.750 $3,433.79
8070201 XXXX XXXX XXXXX XX 00000 SFD 7.875 6.750 $2,201.85
8073125 XXXX XXXXXXX XX 00000 SFD 7.875 6.750 $2,096.81
8073510 XXX XXXXX XX 00000 SFD 7.625 6.750 $2,543.27
8076007 LITTLE XXXXXX XX 00000 SFD 7.625 6.750 $2,379.22
8079608 XXX XXXXX XX 00000 SFD 8.000 6.750 $2,430.23
8080027 XXXXXXXXX XX 00000 SFD 7.875 6.750 $2,315.94
8082890 BASKING XXXXX XX 00000 SFD 7.625 6.750 $3,540.48
8084134 XXX XXXXX XX 00000 SFD 7.750 6.750 $2,678.31
8085260 XXXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $2,291.80
8087305 XXXXXXXX XX 00000 HCO 7.875 6.750 $2,099.80
8087828 XXXXXXXXX XX 00000 SFD 7.875 6.750 $2,525.78
8089148 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,235.92
8091240 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,831.75
8091516 XXX XXXXX XX 00000 SFD 7.875 6.750 $2,345.47
8091524 XXXXX XXXX XX 00000 LCO 7.875 6.750 $3,625.35
8092244 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,391.81
8093285 XXXXXX XX 00000 SFD 7.625 6.750 $2,651.24
8096496 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $2,091.55
8097291 XXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,463.42
8097292 XXXXXXXX XXXX XXX XX 00000 SFD 7.625 6.750 $2,157.09
8098117 XXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,374.65
8099294 XXXXXXX XX 00000 SFD 7.625 6.750 $2,153.20
8099850 THE XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,833.59
8100476 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,443.68
8100971 XXXXXXX XX 00000 SFD 7.625 6.750 $2,944.96
8102468 XXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $2,500.28
8102855 XXXXXXX XX 00000 SFD 7.500 6.750 $2,175.96
8104274 XXXXX XX 00000 SFD 7.875 6.750 $2,200.57
8107086 LIGHTHOUSE XXXXXX XX 00000 SFD 7.750 6.750 $2,077.60
8107210 XXXXX XXXX XX 00000 SFD 7.625 6.750 $3,538.97
8108807 XXXXX XX 00000 SFD 7.500 6.750 $3,146.46
8109226 XXXXXXXXXX XX 00000 LCO 7.625 6.750 $2,302.14
8110407 XXX XXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $2,406.50
8111241 XXXXXXX XX 00000 SFD 7.750 6.750 $2,129.22
8112050 XXXXXXX XX 00000 SFD 7.750 6.750 $2,464.46
8115598 XXXXXXX XX 00000 SFD 7.500 6.750 $3,373.71
8115918 SEA XXXX XXXX XX 00000 LCO 7.875 6.750 $2,175.21
8116781 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $2,087.62
8119910 XXX XXXX XX 00000 SFD 7.625 6.750 $3,453.57
8123430 XXXXXXX XX 00000 SFD 7.750 6.750 $2,447.03
8123834 XXXXXX XX 00000 SFD 7.625 6.750 $2,110.47
8124274 XXXXXXXXX XX 00000 SFD 7.625 6.750 $1,738.72
8124464 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $7,081.74
8124606 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,252.59
8125373 XXXXXXXX XXXX XX 00000 SFD 7.125 6.750 $3,007.86
8126643 XXXXXX XX 00000 SFD 7.875 6.750 $2,667.53
8126821 XXXXX XXXXXX XX 00000 SFD 7.750 6.750 $4,638.77
8127697 XXXXXX XX 00000 SFD 7.625 6.750 $3,397.41
8127781 THE XXXXXXXXX XX 00000 SFD 7.625 6.750 $4,559.11
8127798 XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,920.60
8128037 XXXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,095.07
8128255 LAKE OSWEGO OR 97035 SFD 7.625 6.750 $2,567.88
8128327 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $3,226.56
8128383 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,315.13
8128420 XXXXXX XX 00000 SFD 7.625 6.750 $2,049.12
8129899 XXXXXXX XX 00000 SFD 7.500 6.750 $2,297.17
8130443 XXX XXXX XX 00000 LCO 7.625 6.750 $2,888.35
8130870 XXXXXXXXX XXXX XX 00000 LCO 7.625 6.750 $2,029.31
8132040 XXXXXXXX XX 00000 SFD 7.625 6.750 $3,265.49
8133190 XXXXXXX XX 00000 SFD 7.875 6.750 $2,145.99
8135142 XXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $3,682.00
8137356 XXXXX XXXX XX 00000 SFD 7.625 6.750 $1,951.02
8138027 XXXXXX XX 00000 SFD 7.625 6.750 $2,225.14
8141027 XXXXXXXXX XX 00000 SFD 8.000 6.750 $3,814.62
8141499 TONKA XXX XX 00000 SFD 7.625 6.750 $7,081.35
8142193 XXXXXX XX 00000 LCO 7.625 6.750 $2,426.89
8144087 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,805.75
8144092 XXX XXXX XXXXXX XX 00000 SFD 7.500 6.750 $2,447.25
8144337 XXXXXXX XXXX XX 00000 SFD 8.375 6.750 $2,189.22
8145665 XXXX XXXX XXXXX XX 00000 SFD 7.875 6.750 $2,087.84
8146098 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,475.41
8146269 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,123.38
8146291 XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,985.77
8148115 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,214.38
8149294 XXXXXXX XX 00000 SFD 7.625 6.750 $2,389.14
8149898 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,361.20
8150537 XXXXX XX 00000 SFD 7.500 6.750 $3,915.60
8150769 XXXX XX 00000 SFD 7.875 6.750 $2,238.65
8152735 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,020.54
8152952 NORTH XXXXXXXX XX 00000 PUD 7.750 6.750 $2,033.89
8153498 XXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,208.32
8155171 XXXXXX XXXXXXXX XX 00000 SFD 7.250 6.750 $2,292.11
8155834 BIG XXXXX XX 00000 SFD 7.500 6.750 $3,464.61
8156468 XXXXXXX XXXXXX XX 00000 LCO 7.625 6.750 $3,538.97
8156620 XXXXXXX XX 00000 SFD 7.625 6.750 $2,536.73
8159745 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $3,042.98
8159883 XXXXX XX 00000 SFD 7.625 6.750 $2,400.30
8159990 XXXXXX XX 00000 SFD 7.750 6.750 $2,869.46
8164270 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,348.80
8165229 BEL AIR MD 21014 SFD 7.625 6.750 $2,010.79
8167432 XXXXXXX XX 00000 SFD 7.500 6.750 $3,354.27
8167764 XXXXXXX XX 00000 SFD 7.500 6.750 $3,182.82
8168132 XXXX XXXXXXX XX 00000 SFD 7.625 6.750 $4,600.66
8168232 XXXXXXXXX XX 00000 SFD 7.625 6.750 $3,851.03
8168351 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,215.83
8168918 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,040.04
8169445 XXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $2,097.64
8169692 XXXXXXX XX 00000 SFD 7.625 6.750 $2,450.15
8173322 XXXXXX XX 00000 SFD 7.625 6.750 $2,190.50
8175450 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,710.90
8175851 XXXX XXXXXXX XX 00000 SFD 8.000 6.750 $2,067.06
8179109 XXXXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,294.85
8180122 XXXXXX XX 00000 SFD 7.500 6.750 $1,992.76
8184504 XXX XXXXX XX 00000 SFD 8.000 6.750 $2,653.92
8185475 XXXXXXX XX 00000 SFD 8.000 6.750 $2,164.86
8187384 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,103.49
8187913 XXXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $3,108.13
8190315 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,103.45
8190749 XXXXX XXXX XX 00000 SFD 7.875 6.750 $2,088.20
8191724 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,492.70
8193496 XXXXXXX XX 00000 SFD 7.625 6.750 $2,006.58
8193635 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,815.55
8194239 XXX XXXXXXX XX 00000 SFD 8.000 6.750 $2,495.22
8196731 XXXXXX XXXXX XX 00000 LCO 7.625 6.750 $1,985.37
8201255 XXXXXXX XX 00000 SFD 7.625 6.750 $2,889.43
8204371 XXXXXX XX 00000 SFD 7.625 6.750 $4,107.82
8209127 XXXXXX XX 00000 SFD 7.625 6.750 $3,894.75
8210169 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,431.18
8210515 XXXXXXXX XX 00000 SFD 7.000 6.733 $2,328.56
8211837 XXXXXX XX 00000 SFD 7.375 6.750 $2,346.01
8214455 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,785.58
8215229 XXXXX XX 00000 SFD 7.625 6.750 $4,564.79
8215860 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $2,349.83
8215927 XXXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,150.76
8216410 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,070.64
8218322 XXXXXXXX XXXX XX 00000 SFD 8.000 6.750 $2,563.65
8220347 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,124.58
8221128 XXXXX XXXXXXXX XX 00000 SFD 7.250 6.750 $2,728.71
8221247 COPPER XXXXXXXX XX 00000 LCO 7.625 6.750 $2,406.50
8222330 XXXXXX XX 00000 SFD 7.625 6.750 $7,055.69
8222970 XXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,392.41
8224002 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $3,958.48
8225249 XXXXXXX XX 00000 SFD 7.375 6.750 $2,210.16
8233429 XXXXXXXXX XX 00000 SFD 8.000 6.750 $2,553.66
8234047 XXXXXX XX 00000 SFD 7.625 6.750 $4,604.28
8234097 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,719.09
8236992 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,478.79
8237637 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,534.28
8238697 XXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,310.00
8245189 XXXXX XX 00000 SFD 7.625 6.750 $2,678.63
8246228 XXXXX XXXX XX 00000 LCO 8.000 6.750 $2,192.99
8247095 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $2,124.94
8247373 XXXX XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,748.80
8248196 XXXXX XX 00000 SFD 7.500 6.750 $2,321.39
8249467 XXXXXXXXXXXX XX 00000 SFD 8.000 6.750 $2,201.74
8250643 XXXX XXXX XX 00000 SFD 7.625 6.750 $2,293.91
8257427 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $2,465.24
8258143 XXXXXX XX 00000 SFD 6.875 6.608 $4,151.13
8258534 XXXXXXXXXXXX XX 00000 SFD 8.000 6.750 $3,356.97
8263408 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,124.18
8266899 XXXXX XXXX XX 00000 LCO 8.000 6.750 $2,612.98
0000000 XXXXXXX XX 00000 SFD 7.750 6.750 $2,004.54
8273186 XXXXXXX XX 00000 SFD 6.875 6.608 $2,627.72
8273256 XXXX XXXXX XX 00000 SFD 6.875 6.608 $2,729.21
8274576 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,149.24
8275363 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,569.31
8278840 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $3,028.35
8280149 XXXXXXX XX 00000 SFD 7.000 6.733 $2,594.68
8280254 XXXX XXXX XX 00000 SFD 7.625 6.750 $2,444.46
8281267 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,039.21
8282886 XXX XXXXXXXX XX 00000 SFD 8.000 6.750 $3,389.41
8283663 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,306.35
8284966 XXXXXX XX 00000 SFD 7.625 6.750 $4,248.35
8289176 XXXXXXX XX 00000 SFD 7.625 6.750 $2,943.01
8298247 XXXXXX XX 00000 SFD 7.625 6.750 $3,441.42
8304395 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,406.50
8315580 XXXXXX XX 00000 SFD 7.000 6.733 $2,195.50
8316141 XXXXXXXXX XX 00000 SFD 7.375 6.750 $3,232.36
8321789 XXXXXX XXXX XX 00000 SFD 7.375 6.750 $2,417.36
8350913 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,765.61
8358470 XXXXXXX XX 00000 SFD 7.375 6.750 $2,431.18
8359025 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,257.16
8359462 XXX XXXXXXXX XX 00000 SFD 7.125 6.750 $2,217.59
8369558 XXXX XXXX XXXXX XX 00000 SFD 6.875 6.608 $2,436.21
8370954 XXXXXXXXX XX 00000 SFD 7.125 6.750 $2,246.85
8377512 XXXXXXX XX 00000 SFD 7.125 6.750 $2,107.73
8387449 XXXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,555.50
8393915 XXXXXX XXXXXX XX 00000 SFD 7.000 6.733 $2,110.34
8418383 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,382.83
8428610 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $2,552.24
8430616 XXXXXXXXXX XX 00000 MF2 7.125 6.750 $2,586.81
8438265 XXXXXXXX XXXX XX 00000 LCO 7.375 6.750 $2,652.95
8439164 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,556.90
8442306 XXXXXXXXXXX XX 00000 SFD 7.125 6.750 $3,368.59
8445758 XXXXXX XX 00000 SFD 7.125 6.750 $2,070.67
8449061 XXXXXXXX XX 00000 SFD 7.000 6.733 $3,925.28
8452776 XXXX XXXXXXX XX 00000 SFD 7.000 6.733 $3,160.19
8462503 XXXXXX XX 00000 SFD 7.125 6.750 $2,425.39
8474482 XXXX XXXXXX XX 00000 SFD 7.000 6.733 $3,087.00
8474771 LAKE OSWEGO OR 97035 SFD 7.375 6.750 $2,541.68
8477238 XXXXXXXXXXXX XX 00000 SFD 7.125 6.750 $2,342.18
8477316 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,175.63
8479999 XXXXX XXXXX XX 00000 SFD 7.125 6.750 $2,358.01
8485282 XXXX XX 00000 SFD 7.125 6.750 $2,425.39
8487284 XXXXXXXXX XX 00000 SFD 7.125 6.750 $3,644.82
8487901 XXXXXXX XX 00000 SFD 7.375 6.750 $2,624.57
8489351 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,594.09
8492401 XXXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $2,344.54
8496207 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,734.16
8502769 XXXXXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $2,829.62
8507202 XXXXX XXXX XX 00000 SFD 7.500 6.750 $3,146.47
8509740 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,684.98
8511340 XXXX XX 00000 SFD 7.625 6.750 $2,802.86
8511635 XXXXXX XX 00000 SFD 7.250 6.750 $2,148.86
8512463 XXXX XXXXXXX XX 00000 SFD 7.500 6.750 $2,545.14
8515874 XXXX XXX XXXXXX XX 00000 SFD 7.375 6.750 $2,444.99
8516642 XXXXXX XX 00000 SFD 7.000 6.733 $2,020.86
8516921 XXXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,451.90
8519303 XXXXXXXX XXX XX 00000 SFD 7.875 6.750 $2,378.23
8519552 XXX XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,181.60
8520318 XXXXXXX XX 00000 SFD 7.875 6.750 $2,734.60
8520555 XXX XXXXX XX 00000 SFD 6.500 6.233 $1,738.19
8521594 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,383.11
8521634 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $1,957.80
8522728 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,392.50
8524058 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $2,169.77
8529574 XXXXXXXXXX XXX. XX 00000 SFD 7.375 6.750 $3,536.26
8530332 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,279.23
8530869 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $2,786.22
8533617 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,656.46
8533905 XXXXX XX 00000 SFD 7.375 6.750 $2,044.40
8534735 XXXXXXX XXXX XX 00000 SFD 7.500 6.750 $2,657.02
8534773 XXXXXXXX XX 00000 SFD 7.500 6.750 $3,126.89
8539150 XXXXXXXXXXX XX 00000 SFD 7.125 6.750 $3,174.56
8539390 XXXX XXXXX XX 00000 LCO 8.000 6.750 $2,146.26
8539627 XXX XXXX XX 00000 SFD 7.375 6.750 $2,389.74
8540770 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,427.86
8540870 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,410.89
8541305 XXXXXXXXX XX 00000 LCO 7.625 6.750 $2,236.63
8541398 XXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $3,272.32
8541436 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,659.10
8542713 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,256.96
8544466 XXXXXX XX 00000 SFD 7.500 6.750 $2,153.58
8545835 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,626.38
8546957 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,686.55
8548388 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,342.80
8549725 XXXX XXXXXXX XX 00000 SFD 7.000 6.733 $2,388.44
8550125 XXXXXX XX 00000 SFD 7.500 6.750 $4,426.03
8550213 XXXXXXX XX 00000 SFD 7.500 6.750 $2,594.09
8550489 XXXXX XX 00000 LCO 7.375 6.750 $2,182.53
8551329 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,534.78
8556766 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,638.32
8556850 XXXXXXXXX XX 00000 SFD 7.375 6.750 $3,076.33
8557864 LONGBOAT XXX XX 00000 LCO 7.500 6.750 $3,496.07
8558857 XXXXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $2,361.25
8558888 XXXXXXX XX 00000 SFD 7.250 6.750 $2,182.28
8559183 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $2,520.96
8560531 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $2,046.53
8560741 XXXXXX XX 00000 SFD 7.375 6.750 $2,659.10
8562304 XX XXXX XX 00000 SFD 6.875 6.608 $2,417.50
8563713 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,779.38
8565496 XXXXXX XXXX XX 00000 SFD 7.125 6.750 $3,537.02
8566041 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,689.62
8566362 XXXXXX XX 00000 SFD 7.500 6.750 $3,496.07
8567228 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,632.81
8567373 XXXXXXX XXX XX 00000 SFD 7.875 6.750 $2,349.22
8568536 XXXXXXXXX XX 00000 SFD 7.000 6.733 $3,559.37
8569612 XXXXXXX XX 00000 SFD 7.250 6.750 $2,305.76
8569878 XXXXXXX XX 00000 SFD 7.500 6.750 $2,499.69
8569944 XXXXXXX XX 00000 SFD 7.250 6.750 $3,454.88
8570890 XXXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,762.70
8571015 LAS XXXXXX XX 00000 SFD 7.375 6.750 $2,279.23
8571090 XXXXX XXXXXXX XX 00000 SFD 6.875 6.608 $1,937.94
8571300 XXXXXX XX 00000 SFD 7.500 6.750 $4,544.89
8571526 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $2,425.39
8574076 XXXX XX 00000 SFD 7.250 6.750 $2,933.36
8574115 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,591.59
8574438 XXXXXXXXX XX 00000 SFD 7.250 6.750 $6,761.73
8574838 XXXXX XX 00000 SFD 7.625 6.750 $2,477.99
8575487 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $5,286.87
8576189 XXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $2,226.62
8576637 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $6,642.54
8580406 XXX XXXXX XX 00000 SFD 7.625 6.750 $4,388.32
8581695 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,279.23
8583588 XXXXXXX XX 00000 SFD 7.125 6.750 $2,403.29
8587702 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,180.24
8588110 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,755.99
8588406 XXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $2,314.22
8590241 XXXXXX XX 00000 SFD 7.000 6.733 $2,321.91
8591442 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $4,147.63
8591887 XXXXXX XXXX XX 00000 SFD 7.000 6.733 $3,699.08
8594417 XXXXXX XX 00000 SFD 7.375 6.750 $3,108.04
8595269 XXXXXXX XX 00000 SFD 7.000 6.733 $2,271.21
8597290 XXXXXXXX XX 00000 SFD 6.875 6.608 $3,284.64
8604460 XXXXXXXX XX 00000 SFD 7.250 6.750 $4,434.15
8605281 XXXXX XX 00000 SFD 7.000 6.733 $2,539.79
8609891 XXXXX XX 00000 SFD 7.250 6.750 $3,376.77
8617093 XXXX XX 00000 SFD 6.875 6.608 $2,233.56
8619105 XXXXX XXXXX XX 00000 SFD 7.250 6.750 $2,094.28
8626796 XXXXXXXX XX 00000 SFD 7.000 6.733 $2,581.37
8630597 XXXXXX XX 00000 SFD 7.375 6.750 $2,762.70
8632034 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $3,287.61
8632784 XXXXXXXXX XX 00000 SFD 7.250 6.750 $3,465.46
8639515 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $3,202.21
8641621 XXXX XX 00000 SFD 7.125 6.750 $2,964.36
8643143 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $3,056.15
8649231 XXX XXXXXXXXX XX 00000 HCO 7.125 6.750 $2,350.68
8656962 XXXXXX XX 00000 SFD 7.250 6.750 $2,353.51
8659349 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,182.85
8664212 XXXXXX XX 00000 SFD 7.250 6.750 $2,455.83
8682185 XXXXXXX XX 00000 SFD 7.125 6.750 $3,600.97
9070938 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,182.54
9232258 XXX XXXX XX 00000 SFD 7.625 6.750 $2,477.28
9233939 XXXXXXX XX 00000 SFD 7.500 6.750 $2,377.33
WFMBS
WFMBS 2001-15 EXHIBIT F-1A Group I Loans
30 YEAR FIXED RATE NON-RELOCATION LOANS (continued)
(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 RETAIN
NUMBER MATURITY DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------- ---------- --------- -------- --------- ---------- -------- -------- ------
5067984 360 1-Jun-30 $361,684.84 80.00 0.250 0.017 0.858
5092197 360 1-Jun-30 $467,530.27 80.00 0.250 0.017 0.608
5139561 360 1-Apr-30 $295,399.05 80.00 0.250 0.017 0.858
5144830 360 1-Jun-31 $366,248.00 80.00 0.250 0.017 0.233
5147903 360 1-Apr-30 $345,313.10 77.73 0.250 0.017 0.608
5163980 360 1-Sep-30 $471,804.04 69.85 0.250 0.017 0.608
5707974 360 1-Apr-30 $336,580.65 80.00 0.250 0.017 0.858
5709400 360 1-May-30 $374,374.65 80.00 0.250 0.017 0.608
5718306 360 1-Jul-30 $361,046.18 80.00 0.250 0.017 0.608
5721866 360 1-May-30 $293,279.79 80.00 0.250 0.017 0.608
5722784 360 1-Jul-30 $446,209.16 75.00 0.250 0.017 0.483
5725791 360 1-Jul-30 $396,903.81 78.13 0.250 0.017 0.608
5736016 360 1-Jul-30 $564,918.20 80.00 0.250 0.017 0.608
5741075 360 1-Jul-30 $198,819.98 27.34 0.250 0.017 0.483
5741273 360 1-Sep-30 $327,877.54 66.67 0.250 0.017 0.608
5741657 360 1-Jul-30 $276,244.97 80.00 0.250 0.017 0.608
5742008 360 1-Sep-30 $308,151.70 77.50 0.250 0.017 0.608
5743628 360 1-Jul-30 $361,925.35 70.87 0.250 0.017 0.483
5746123 360 1-Aug-30 $307,864.87 55.36 0.250 0.017 0.608
5746407 360 1-Jul-30 $297,723.67 80.00 0.250 0.017 0.608
5746497 360 1-Jul-30 $317,141.97 73.83 0.250 0.017 0.608
5747615 360 1-Jul-30 $496,129.72 80.00 0.250 0.017 0.608
5748472 360 1-Aug-30 $497,631.57 79.32 0.250 0.017 0.608
5751796 360 1-Jul-30 $421,838.84 68.59 0.250 0.017 0.608
5754027 360 1-Aug-30 $828,580.78 70.00 0.250 0.017 0.983
5756270 360 1-Jul-30 $347,560.15 90.00 33 0.250 0.017 0.733
5763072 360 1-Oct-30 $353,943.86 80.00 0.250 0.017 0.733
5766003 360 1-Sep-30 $349,604.27 80.00 0.250 0.017 0.608
5784796 360 1-May-31 $415,891.11 80.00 0.250 0.017 0.483
5786490 360 1-Oct-30 $444,974.29 79.61 0.250 0.017 0.608
5830796 360 1-Apr-31 $365,491.22 80.00 0.250 0.017 0.358
5833527 360 1-May-31 $362,256.77 50.00 FX30YR 0.250 0.017 0.983
5840903 360 1-May-31 $463,067.23 80.00 0.250 0.017 0.358
5849632 360 1-Apr-31 $352,161.61 79.99 0.250 0.017 0.358
5858350 360 1-May-31 $549,581.49 78.57 0.250 0.017 0.358
5868763 360 1-May-31 $433,428.09 50.00 0.250 0.017 0.483
5869693 360 1-May-31 $579,013.14 72.44 0.250 0.017 0.000
5876477 360 1-May-31 $999,276.23 52.91 0.250 0.017 0.608
5878550 360 1-May-31 $461,221.63 80.00 0.250 0.017 0.000
5880457 360 1-Jun-31 $350,000.00 68.49 FX30YR 0.250 0.017 0.358
5882499 360 1-Apr-31 $430,623.74 74.35 0.250 0.017 0.608
5883794 360 1-May-31 $362,750.18 72.60 0.250 0.017 0.858
5885229 360 1-May-31 $535,271.36 74.97 0.250 0.017 0.108
5890490 360 1-May-31 $419,672.35 75.00 0.250 0.017 0.233
5892365 360 1-May-31 $398,688.74 65.63 0.250 0.017 0.233
5892398 360 1-Jun-31 $375,000.00 45.73 0.250 0.017 0.108
5894434 360 1-Apr-31 $460,065.81 63.56 0.250 0.017 0.108
5896513 360 1-May-31 $473,221.26 80.00 0.250 0.017 0.108
5898075 360 1-Apr-31 $299,530.53 48.78 0.250 0.017 0.233
5898296 360 1-Apr-31 $499,273.92 76.92 0.250 0.017 0.608
5899996 360 1-May-31 $561,697.23 64.26 0.250 0.017 0.233
5901926 360 1-May-31 $399,710.49 80.00 0.250 0.017 0.608
5902419 360 1-Apr-31 $319,130.67 69.26 0.250 0.017 0.358
5902734 360 1-May-31 $411,428.79 90.00 01 0.250 0.017 0.233
5904445 360 1-Jun-31 $359,900.00 64.27 0.250 0.017 0.358
5904736 360 1-May-31 $939,319.65 46.42 0.250 0.017 0.608
5905036 360 1-May-31 $424,668.46 21.25 0.250 0.017 0.233
5905382 360 1-May-31 $447,641.74 80.00 0.250 0.017 0.108
5905992 360 1-Apr-31 $339,412.18 80.00 0.250 0.017 0.608
5907509 360 1-May-31 $559,184.69 80.00 0.250 0.017 0.483
5907874 360 1-Apr-31 $380,568.18 79.92 0.250 0.017 0.358
5908612 360 1-Apr-31 $536,758.71 80.00 0.250 0.017 0.233
5909147 360 1-Jun-31 $429,000.00 80.00 0.250 0.017 0.483
5910158 360 1-May-31 $420,654.90 37.56 0.250 0.017 0.000
5910767 360 1-May-31 $368,519.37 80.00 0.250 0.017 0.358
5912117 360 1-Apr-31 $359,450.44 77.42 0.250 0.017 0.358
5912582 360 1-Apr-31 $291,586.47 80.00 0.250 0.017 0.733
5913492 360 1-May-31 $334,239.06 77.79 0.250 0.017 0.233
5913609 360 1-Mar-31 $312,661.18 80.00 0.250 0.017 0.358
5914789 360 1-May-31 $474,629.45 50.00 0.250 0.017 0.233
5915339 360 1-May-31 $301,725.91 79.93 0.250 0.017 0.483
5915857 360 1-May-31 $403,700.17 80.00 0.250 0.017 0.483
5916484 360 1-Apr-31 $384,454.78 71.96 0.250 0.017 0.733
5916497 360 1-May-31 $699,228.93 80.00 0.250 0.017 0.483
5916881 360 1-May-31 $405,720.59 66.02 0.250 0.017 0.858
5916997 360 1-May-31 $734,412.22 44.82 0.250 0.017 0.108
5917713 360 1-Apr-31 $249,618.37 74.29 0.250 0.017 0.358
5918546 360 1-May-31 $989,283.47 74.72 0.250 0.017 0.608
5918563 360 1-May-31 $399,710.49 57.97 0.250 0.017 0.608
5918746 360 1-May-31 $462,081.77 80.00 0.250 0.017 0.858
5919743 360 1-May-31 $499,609.94 69.01 0.250 0.017 0.233
5919968 360 1-May-31 $434,660.66 71.90 0.250 0.017 0.233
5920164 360 1-May-31 $399,680.12 66.12 0.250 0.017 0.108
5920273 360 1-Apr-31 $339,920.31 89.90 12 0.250 0.017 0.358
5920403 360 1-May-31 $419,672.35 80.00 0.250 0.017 0.233
5922074 360 1-May-31 $465,844.88 69.19 0.250 0.017 0.000
5922587 360 1-Apr-31 $292,845.05 85.00 24 0.250 0.017 0.858
5923106 360 1-Apr-31 $343,448.19 80.00 0.250 0.017 0.108
5923642 360 1-May-31 $524,590.45 36.84 0.250 0.017 0.233
5923972 360 1-May-31 $601,541.92 70.00 0.250 0.017 0.358
5924207 360 1-May-31 $592,659.46 70.00 0.250 0.017 0.483
5924327 360 1-Sep-30 $476,946.68 80.00 0.250 0.017 0.858
5925137 360 1-Apr-31 $499,235.84 69.93 0.250 0.017 0.358
5925418 360 1-May-31 $532,133.53 53.52 0.250 0.017 0.858
5925846 360 1-May-31 $455,461.73 72.70 0.250 0.017 0.483
5925938 360 1-May-31 $391,349.47 59.34 GD 9YR 0.250 0.017 0.233
5926141 360 1-May-31 $348,497.58 71.91 0.250 0.017 0.608
5926341 360 1-Apr-31 $580,197.68 55.33 0.250 0.017 0.858
5926350 360 1-May-31 $283,783.90 80.00 0.250 0.017 0.358
5926364 360 1-May-31 $999,257.85 68.97 0.250 0.017 0.483
5926847 360 1-May-31 $357,720.72 68.85 0.250 0.017 0.233
5927029 360 1-Apr-31 $348,493.18 79.86 0.250 0.017 0.608
5928307 360 1-May-31 $444,194.09 70.00 0.250 0.017 0.858
5928739 360 1-Apr-31 $537,636.17 69.48 0.250 0.017 0.108
5928919 360 1-May-31 $399,658.33 74.77 0.250 0.017 0.358
5928993 360 1-Apr-31 $363,484.50 52.00 0.250 0.017 0.733
5929063 360 1-May-31 $331,759.70 80.00 0.250 0.017 0.608
5929582 360 1-Apr-31 $564,199.88 33.24 0.250 0.017 0.733
5929746 360 1-May-31 $154,926.00 56.38 0.250 0.017 0.108
5929859 360 1-May-31 $749,414.92 75.00 0.250 0.017 0.233
5930664 360 1-May-31 $487,172.89 75.00 0.250 0.017 0.983
5930768 360 1-Apr-31 $389,461.43 76.47 0.250 0.017 0.858
5931003 360 1-Jun-31 $476,800.00 80.00 0.250 0.017 0.358
5931676 360 1-May-31 $347,488.75 72.50 0.250 0.017 0.358
5931697 360 1-May-31 $649,563.86 67.71 0.250 0.017 0.983
5931840 360 1-May-31 $379,618.06 67.24 0.250 0.017 0.483
5932289 360 1-May-31 $494,700.12 52.11 0.250 0.017 1.483
5932368 360 1-Apr-31 $357,832.80 42.99 0.250 0.017 1.233
5932531 360 1-Apr-31 $550,337.42 80.00 0.250 0.017 0.233
5932695 360 1-Apr-31 $454,322.53 70.00 0.250 0.017 0.483
5933323 360 1-Jun-31 $300,000.00 56.07 0.250 0.017 0.000
5933513 360 1-May-31 $388,532.43 51.16 0.250 0.017 0.858
5934190 360 1-May-31 $484,648.97 59.15 0.250 0.017 0.608
5934386 360 1-Apr-31 $369,489.06 79.91 0.250 0.017 0.858
5934397 360 1-May-31 $499,664.50 79.87 0.250 0.017 0.983
5934478 360 1-May-31 $467,634.91 80.00 0.250 0.017 0.233
5934640 360 1-May-31 $524,600.51 72.41 0.250 0.017 0.358
5935343 360 1-May-31 $499,672.93 77.52 0.250 0.017 1.108
5935595 360 1-May-31 $409,710.62 65.60 0.250 0.017 0.733
5935691 360 1-May-31 $549,570.95 78.57 0.250 0.017 0.233
5935928 360 1-Apr-31 $349,516.67 64.81 0.250 0.017 0.858
5936537 360 1-May-31 $469,642.36 64.83 0.250 0.017 0.358
5936784 360 1-May-31 $404,706.87 68.64 0.250 0.017 0.608
5937219 360 1-Apr-31 $336,469.45 79.13 0.250 0.017 0.733
5937392 360 1-May-31 $499,590.15 60.06 0.250 0.017 0.000
5937411 360 1-May-31 $479,701.65 75.00 0.250 0.017 1.358
5937459 360 1-Jun-31 $600,000.00 75.00 0.250 0.017 0.358
5937870 360 1-Apr-31 $356,468.44 60.92 0.250 0.017 0.483
5938294 360 1-Jun-31 $442,000.00 54.50 0.250 0.017 0.483
5938609 360 1-May-31 $545,594.78 75.83 0.250 0.017 0.483
5938944 360 1-Apr-31 $387,921.55 74.43 0.250 0.017 0.483
5939036 360 1-Jun-31 $294,000.00 65.85 0.250 0.017 0.233
5939880 360 1-May-31 $649,517.60 65.00 0.250 0.017 0.483
5940060 360 1-May-31 $395,691.08 66.00 0.250 0.017 0.233
5940122 360 1-May-31 $449,674.30 72.00 0.250 0.017 0.608
5941389 360 1-May-31 $299,793.54 79.92 0.250 0.017 0.858
5942054 360 1-Apr-31 $599,037.51 54.55 0.250 0.017 0.108
5942532 360 1-Apr-31 $332,428.68 90.00 01 0.250 0.017 0.233
5942975 360 1-Apr-31 $499,217.53 71.94 0.250 0.017 0.233
5943161 360 1-May-31 $403,440.37 80.00 0.250 0.017 0.483
5943321 360 1-May-31 $649,529.55 65.00 0.250 0.017 0.608
5943405 360 1-May-31 $624,558.88 52.08 0.250 0.017 0.733
5943458 360 1-May-31 $419,696.01 80.00 0.250 0.017 0.608
5943523 360 1-May-31 $499,600.15 61.73 0.250 0.017 0.108
5943817 360 1-May-31 $334,751.38 79.38 0.250 0.017 0.483
5943884 360 1-May-31 $594,620.59 70.00 0.250 0.017 1.233
5943965 360 1-Apr-31 $329,555.66 71.74 0.250 0.017 0.983
5944104 360 1-May-31 $448,683.09 53.14 0.250 0.017 0.733
5944119 360 1-May-31 $947,947.18 64.31 0.250 0.017 0.858
5944285 360 1-Apr-31 $610,942.43 80.00 0.250 0.017 0.233
5944354 360 1-May-31 $499,628.92 62.50 0.250 0.017 0.483
5944524 360 1-Mar-31 $329,207.91 51.56 0.250 0.017 0.733
5944777 360 1-May-31 $536,581.09 70.66 0.250 0.017 0.233
5944855 360 1-May-31 $355,985.60 75.00 0.250 0.017 0.483
5944981 360 1-Apr-31 $364,995.27 67.06 0.250 0.017 0.858
5945386 360 1-May-31 $739,714.22 75.00 0.250 0.017 0.608
5945478 360 1-Apr-31 $361,487.37 68.95 0.250 0.017 0.733
5945519 360 1-May-31 $343,738.24 79.08 0.250 0.017 0.358
5945890 360 1-May-31 $422,170.41 60.36 0.250 0.017 0.233
5945906 360 1-May-31 $411,494.23 72.28 0.250 0.017 0.483
5945966 360 1-May-31 $649,529.55 61.90 0.250 0.017 0.608
5946042 360 1-May-31 $427,482.51 80.56 33 0.250 0.017 0.483
5946435 360 1-Jun-31 $450,000.00 47.37 0.250 0.017 0.108
5946436 360 1-Apr-31 $495,284.32 64.01 0.250 0.017 0.000
5946489 360 1-May-31 $429,359.75 66.15 0.250 0.017 0.483
5946710 360 1-Jun-31 $616,000.00 80.00 0.250 0.017 0.108
5946766 360 1-Apr-31 $374,694.84 80.00 0.250 0.017 0.983
5947107 360 1-Apr-31 $811,130.89 65.00 0.250 0.017 0.000
5947149 360 1-Apr-31 $349,438.55 51.47 0.250 0.017 0.108
5947259 360 1-May-31 $599,587.08 75.00 0.250 0.017 0.858
5947429 360 1-May-31 $387,752.58 80.00 0.250 0.017 1.233
5947754 360 1-Apr-31 $499,157.47 55.01 0.250 0.017 0.000
5948181 360 1-May-31 $398,452.18 90.00 01 0.250 0.017 1.358
5948453 360 1-Jun-31 $354,100.00 47.21 0.250 0.017 0.108
5948548 360 1-Jun-31 $400,000.00 86.96 11 0.250 0.017 0.358
5948616 360 1-May-31 $412,749.80 55.81 0.250 0.017 1.483
5949007 360 1-May-31 $365,015.03 74.55 0.250 0.017 0.233
5949030 360 1-May-31 $414,542.11 61.92 0.250 0.017 0.483
5949319 360 1-May-31 $394,691.86 59.85 0.250 0.017 0.233
5949363 360 1-May-31 $346,236.34 90.00 06 0.250 0.017 0.358
5949384 360 1-May-31 $403,735.73 80.00 0.250 0.017 1.108
5949454 360 1-May-31 $649,517.60 59.09 0.250 0.017 0.483
5949761 360 1-May-31 $779,021.84 62.90 0.250 0.017 0.483
5949966 360 1-May-31 $369,738.85 77.08 0.250 0.017 0.733
5949981 360 1-Apr-31 $367,052.67 80.00 0.250 0.017 0.483
5950047 360 1-Apr-31 $360,435.06 69.42 0.250 0.017 0.233
5950177 360 1-May-31 $642,498.39 43.74 0.250 0.017 0.233
5950179 360 1-Jun-31 $336,600.00 69.40 0.250 0.017 0.608
5950747 360 1-Apr-31 $301,051.08 90.00 01 0.250 0.017 0.483
5950790 360 1-May-31 $799,449.44 28.07 0.250 0.017 0.858
5950895 360 1-May-31 $731,508.84 74.69 0.250 0.017 0.983
5951012 360 1-May-31 $427,447.92 80.00 0.250 0.017 0.733
5951024 360 1-May-31 $499,628.92 50.05 0.250 0.017 0.483
5951035 360 1-Jun-31 $1,000,000.00 66.67 0.250 0.017 0.000
5951239 360 1-May-31 $570,032.36 70.00 0.250 0.017 0.000
5951598 360 1-May-31 $399,695.62 38.10 0.250 0.017 0.358
5951930 360 1-May-31 $999,200.31 39.22 0.250 0.017 0.108
5952309 360 1-May-31 $446,651.30 47.05 0.250 0.017 0.233
5952351 360 1-Apr-31 $376,762.55 79.52 0.250 0.017 0.733
5952352 360 1-May-31 $649,505.40 78.60 0.250 0.017 0.358
5952448 360 1-May-31 $499,600.15 57.14 0.250 0.017 0.108
5952473 360 1-Apr-31 $524,129.61 50.00 0.250 0.017 0.000
5952547 360 1-Apr-31 $305,766.40 77.52 0.250 0.017 0.733
5952831 360 1-Apr-31 $358,004.96 77.10 0.250 0.017 0.858
5952972 360 1-May-31 $469,314.99 78.28 0.250 0.017 0.000
5952988 360 1-Apr-31 $463,491.40 70.00 0.250 0.017 0.358
5953060 360 1-Jun-31 $502,050.00 66.94 0.250 0.017 0.108
5953908 360 1-May-31 $359,704.91 44.94 0.250 0.017 0.000
5954062 360 1-Apr-31 $321,508.47 86.56 11 0.250 0.017 0.358
5954249 360 1-May-31 $419,455.89 73.65 0.250 0.017 0.000
5954268 360 1-May-31 $489,627.15 70.00 0.250 0.017 0.358
5954403 360 1-Apr-31 $333,077.93 80.00 0.250 0.017 0.233
5954424 360 1-May-31 $403,692.59 79.22 0.250 0.017 0.358
5954526 360 1-May-31 $464,637.26 63.70 0.250 0.017 0.233
5954920 360 1-May-31 $399,695.62 43.96 0.250 0.017 0.358
5955077 360 1-May-31 $338,754.63 45.20 0.250 0.017 0.608
5955217 360 1-May-31 $305,761.29 68.76 0.250 0.017 0.233
5955306 360 1-Jun-31 $350,000.00 69.72 0.250 0.017 0.733
5955468 360 1-May-31 $643,497.61 80.00 0.250 0.017 0.233
5955630 360 1-Apr-31 $258,442.63 69.99 0.250 0.017 0.858
5955664 360 1-Apr-31 $319,535.32 79.80 0.250 0.017 0.608
5955761 360 1-Jun-31 $350,000.00 65.30 0.250 0.017 0.108
5955963 360 1-Apr-31 $299,518.76 66.67 0.250 0.017 0.108
5956499 360 1-May-31 $617,493.43 74.82 0.250 0.017 0.000
5956584 360 1-May-31 $419,693.75 64.62 0.250 0.017 0.608
5957041 360 1-May-31 $392,708.33 49.13 0.250 0.017 0.483
5957151 360 1-May-31 $964,335.89 66.55 0.250 0.017 0.858
5957192 360 1-Apr-31 $372,723.00 90.00 06 0.250 0.017 0.000
5957391 360 1-Apr-31 $333,064.86 63.54 0.250 0.017 0.108
5957409 360 1-May-31 $535,621.70 80.00 0.250 0.017 0.733
5957416 360 1-May-31 $462,720.40 66.63 0.250 0.017 0.000
5957483 360 1-May-31 $418,725.91 79.66 0.250 0.017 1.108
5957637 360 1-Apr-31 $350,936.14 67.60 0.250 0.017 0.108
5958040 360 1-May-31 $369,704.12 74.00 0.250 0.017 0.108
5958045 360 1-Jun-31 $478,500.00 77.80 0.250 0.017 0.233
5958175 360 1-Apr-31 $339,886.71 90.00 13 0.250 0.017 0.608
5958528 360 1-Jun-31 $356,000.00 55.63 0.250 0.017 0.233
5958552 360 1-Apr-31 $324,528.06 74.71 0.250 0.017 0.608
5958772 360 1-Apr-31 $296,579.40 89.99 06 0.250 0.017 0.733
5958935 360 1-May-31 $399,680.12 25.40 0.250 0.017 0.108
5959139 360 1-Apr-31 $339,506.27 53.97 0.250 0.017 0.608
5959221 360 1-Apr-31 $411,231.34 74.87 0.250 0.017 0.858
5959284 360 1-May-31 $577,537.78 85.00 12 0.250 0.017 0.108
5959513 360 1-May-31 $500,328.41 64.61 0.250 0.017 0.483
5959537 360 1-Apr-31 $299,530.53 55.88 0.250 0.017 0.233
5959615 360 1-May-31 $422,644.63 68.67 0.250 0.017 0.000
5959839 360 1-May-31 $332,752.86 90.00 12 0.250 0.017 0.483
5959946 360 1-May-31 $330,329.00 63.95 0.250 0.017 0.000
5959997 360 1-May-31 $649,505.40 59.09 0.250 0.017 0.358
5960021 240 1-Jun-21 $650,000.00 63.41 0.250 0.017 0.233
5960066 360 1-May-31 $349,720.12 52.62 0.250 0.017 0.108
5960098 360 1-May-31 $388,745.53 78.59 0.250 0.017 1.108
5960106 360 1-Apr-31 $321,496.46 80.00 0.250 0.017 0.608
5960431 360 1-May-31 $334,738.66 64.42 0.250 0.017 0.233
5960494 360 1-May-31 $449,648.95 72.58 0.250 0.017 0.233
5960585 360 1-May-31 $394,714.11 47.88 0.250 0.017 0.608
5960668 360 1-May-31 $393,450.38 75.00 0.250 0.017 0.358
5960681 360 1-May-31 $489,645.35 70.00 0.250 0.017 0.608
5960934 360 1-May-31 $457,160.47 69.32 0.250 0.017 0.483
5961139 360 1-May-31 $554,774.70 73.51 0.250 0.017 0.608
5961612 360 1-May-31 $499,609.95 71.43 0.250 0.017 0.233
5961921 360 1-May-31 $409,703.25 67.77 0.250 0.017 0.608
5962012 360 1-May-31 $649,492.93 66.67 0.250 0.017 0.233
5962219 360 1-Apr-31 $370,697.24 75.00 0.250 0.017 0.483
5962533 360 1-May-31 $324,752.70 48.15 0.250 0.017 0.358
5962798 360 1-May-31 $403,700.17 62.15 0.250 0.017 0.483
5963265 360 1-Apr-31 $285,552.45 79.89 0.250 0.017 0.233
5963674 360 1-May-31 $439,656.75 68.75 0.250 0.017 0.233
5964201 360 1-May-31 $434,660.66 62.59 0.250 0.017 0.233
5964294 360 1-May-31 $321,255.36 69.89 0.250 0.017 0.358
5964974 360 1-Apr-31 $404,396.98 72.65 0.250 0.017 0.483
5965192 360 1-Apr-31 $543,210.04 80.00 0.250 0.017 0.608
5965495 360 1-Jun-31 $362,200.00 72.59 0.250 0.017 0.733
5965559 360 1-Apr-31 $356,455.04 70.00 0.250 0.017 0.358
5965618 360 1-May-31 $514,617.79 41.20 0.250 0.017 0.483
5965846 360 1-May-31 $401,301.95 79.91 0.250 0.017 0.483
5965937 360 1-Apr-31 $128,445.82 90.00 33 0.250 0.017 0.983
5966994 360 1-May-31 $335,524.74 72.22 0.250 0.017 0.000
5967376 360 1-May-31 $368,712.14 76.24 FX30YR 0.250 0.017 0.233
5967755 360 1-Apr-31 $314,553.91 67.74 0.250 0.017 0.733
5967965 360 1-May-31 $454,662.32 70.00 0.250 0.017 0.483
5968087 360 1-May-31 $499,628.92 57.80 0.250 0.017 0.483
5968190 360 1-Apr-31 $375,440.16 80.00 0.250 0.017 0.483
5968246 360 1-Jun-31 $539,700.00 70.00 0.250 0.017 0.358
5968424 360 1-Apr-31 $321,214.00 24.76 0.250 0.017 0.733
5968437 360 1-Apr-31 $334,337.68 74.40 0.250 0.017 0.858
5968683 360 1-May-31 $404,676.12 73.64 0.250 0.017 0.108
5969053 360 1-May-31 $526,588.89 56.06 0.250 0.017 0.233
5969395 360 1-Jun-31 $997,000.00 47.48 0.250 0.017 0.108
5969622 360 1-May-31 $874,350.62 62.50 0.250 0.017 0.483
5969727 360 1-Jun-31 $500,000.00 66.23 0.250 0.017 0.608
5969752 360 1-May-31 $449,648.95 60.00 0.250 0.017 0.233
5970129 360 1-May-31 $567,545.77 71.00 0.250 0.017 0.108
5970313 360 1-Apr-31 $306,731.06 80.00 0.250 0.017 0.358
5970795 360 1-Jun-31 $322,500.00 69.35 0.250 0.017 0.233
5971045 360 1-May-31 $537,500.81 74.19 0.250 0.017 0.483
5971088 360 1-Apr-31 $449,313.06 74.01 0.250 0.017 0.358
5971101 360 1-Apr-31 $299,575.15 69.77 0.250 0.017 0.733
5971132 360 1-Apr-31 $284,586.15 75.00 0.250 0.017 0.608
5971310 360 1-Apr-31 $334,262.02 72.04 0.250 0.017 0.108
5971604 360 1-Apr-31 $382,144.26 89.00 06 0.250 0.017 0.608
5971680 360 1-May-31 $369,704.12 43.53 0.250 0.017 0.108
5972725 360 1-May-31 $375,713.89 45.58 0.250 0.017 0.358
5972759 360 1-Apr-31 $300,528.96 69.35 0.250 0.017 0.233
5972857 360 1-Apr-31 $349,516.69 76.09 0.250 0.017 0.858
5973422 360 1-May-31 $649,552.67 60.47 0.250 0.017 0.858
5973880 360 1-Jun-31 $602,000.00 70.00 0.250 0.017 0.108
5973957 360 1-May-31 $324,746.46 52.85 0.250 0.017 0.233
5974642 360 1-Jun-31 $331,000.00 64.27 0.250 0.017 0.000
5974758 360 1-May-31 $458,641.94 50.00 0.250 0.017 0.233
5974874 360 1-May-31 $390,794.91 52.15 0.250 0.017 0.233
5976611 360 1-Apr-31 $389,241.71 56.28 0.250 0.017 0.733
5976829 360 1-May-31 $594,547.25 70.00 0.250 0.017 0.358
5976915 360 1-Apr-31 $351,526.06 80.00 0.250 0.017 0.983
5977035 360 1-May-31 $309,769.93 43.06 0.250 0.017 0.483
5977082 360 1-Jun-31 $425,000.00 50.90 0.250 0.017 0.233
5977374 360 1-Jun-31 $408,000.00 80.00 0.250 0.017 0.483
5977989 360 1-Apr-31 $306,054.92 59.51 0.250 0.017 0.608
5978414 360 1-Apr-31 $345,510.02 76.89 0.250 0.017 0.733
5978575 360 1-Apr-31 $349,452.28 74.47 0.250 0.017 0.233
5978585 360 1-May-31 $399,680.12 53.33 0.250 0.017 0.108
5978956 360 1-May-31 $459,649.97 69.70 0.250 0.017 0.358
5979706 360 1-May-31 $404,468.19 80.00 0.250 0.017 0.000
5979893 360 1-May-31 $639,525.02 80.00 0.250 0.017 0.483
5980136 360 1-Apr-31 $329,544.30 61.91 0.250 0.017 0.858
5980138 360 1-Apr-31 $324,215.61 56.50 0.250 0.017 0.608
5980147 360 1-Apr-31 $481,317.42 64.27 0.250 0.017 0.733
5980164 360 1-May-31 $411,701.80 68.67 0.250 0.017 0.608
5981317 360 1-Apr-31 $454,355.66 59.87 0.250 0.017 0.733
5983477 360 1-May-31 $310,286.31 90.00 11 0.250 0.017 0.858
5983760 360 1-May-31 $399,672.12 63.49 0.250 0.017 0.000
5983819 360 1-May-31 $431,702.70 80.00 0.250 0.017 0.858
5984897 360 1-May-31 $424,676.61 48.57 0.250 0.017 0.358
5985365 360 1-Jun-31 $493,000.00 50.31 0.250 0.017 0.358
5986104 360 1-Jun-31 $455,000.00 45.50 0.250 0.017 0.108
5986564 360 1-May-31 $362,723.79 79.96 0.250 0.017 0.358
5986579 360 1-May-31 $391,179.09 90.00 01 0.250 0.017 0.000
5986786 360 1-May-31 $459,658.61 64.97 0.250 0.017 0.483
5987248 360 1-May-31 $430,905.14 75.00 0.250 0.017 0.108
5988737 360 1-Jun-31 $380,000.00 69.47 0.250 0.017 0.233
5990124 360 1-Jun-31 $399,960.00 80.00 0.250 0.017 0.858
5996854 360 1-Jun-31 $647,000.00 43.13 0.250 0.017 0.233
5998749 240 1-Jun-21 $237,000.00 66.76 0.250 0.017 0.358
7451660 360 1-Jun-30 $446,146.69 60.81 0.250 0.017 0.858
7538173 360 1-Apr-30 $379,944.12 80.00 0.250 0.017 0.608
7608036 360 1-May-30 $495,610.95 80.00 0.250 0.017 0.983
7736433 360 1-Aug-30 $293,305.96 86.88 33 0.250 0.017 0.858
7742378 360 1-Jun-30 $544,493.15 77.28 0.250 0.017 0.733
7769851 360 1-Jul-30 $343,024.62 79.84 0.250 0.017 0.733
7778050 360 1-May-31 $423,685.33 80.00 0.250 0.017 0.483
7803316 360 1-May-30 $358,528.03 79.99 0.250 0.017 0.608
7837391 360 1-Aug-30 $371,919.91 76.53 0.250 0.017 0.858
7851985 360 1-Apr-30 $370,941.29 53.97 0.250 0.017 0.483
7875356 360 1-Jul-30 $289,658.39 80.00 0.250 0.017 0.733
7882646 360 1-May-30 $317,021.66 65.24 0.250 0.017 0.858
7886581 360 1-May-30 $363,115.04 79.99 0.250 0.017 0.608
7909088 360 1-Jun-30 $507,394.43 80.00 0.250 0.017 0.608
7920473 360 1-Jul-30 $334,756.19 80.00 0.250 0.017 0.483
7929272 360 1-Feb-30 $293,302.88 90.00 11 0.250 0.017 0.608
7929805 360 1-May-31 $499,609.95 25.64 0.250 0.017 0.233
7931036 360 1-Aug-30 $639,650.09 78.54 0.250 0.017 0.608
7934651 360 1-Aug-30 $297,495.88 80.00 0.250 0.017 0.608
7936416 360 1-Jul-30 $492,566.00 79.20 0.250 0.017 0.858
7940237 360 1-Jun-30 $559,129.07 80.00 0.250 0.017 0.608
7944786 360 1-Jun-30 $514,309.05 80.00 0.250 0.017 0.858
7952980 360 1-Jul-30 $396,881.90 80.00 0.250 0.017 0.608
7954605 360 1-May-30 $556,492.46 80.00 0.250 0.017 0.733
7955763 360 1-Xxx-30 $324,141.65 90.00 01 0.250 0.017 0.483
7958908 360 1-Jun-30 $313,792.53 79.20 0.250 0.017 0.983
7959114 360 1-Jul-30 $289,715.58 67.13 0.250 0.017 0.858
7964967 360 1-May-30 $368,448.33 79.99 0.250 0.017 0.858
7990189 360 1-May-30 $497,019.87 79.99 0.250 0.017 0.858
7992455 360 1-May-30 $288,255.91 79.94 0.250 0.017 0.858
7993968 360 1-Jun-30 $356,917.30 75.31 0.250 0.017 0.858
8018242 360 1-Jun-30 $387,850.10 80.00 0.250 0.017 0.858
8030765 360 1-May-30 $296,994.64 58.36 0.250 0.017 0.483
8033393 360 1-May-30 $482,831.44 49.95 0.250 0.017 0.608
8034801 360 1-May-30 $396,339.02 87.72 33 0.250 0.017 0.733
8035469 360 1-May-30 $315,499.74 80.00 0.250 0.017 0.858
8047392 360 1-Sep-30 $369,452.23 79.80 0.250 0.017 0.483
8050451 360 1-May-30 $285,205.76 80.00 0.250 0.017 0.608
8051778 360 1-Apr-30 $380,927.80 69.87 0.250 0.017 0.608
8053247 360 1-Jul-30 $476,244.75 75.00 0.250 0.017 0.858
8054742 360 1-Jun-30 $318,112.49 59.89 0.250 0.017 0.608
8056247 360 1-May-30 $297,067.13 56.23 0.250 0.017 0.608
8064059 360 1-Jun-30 $354,001.67 79.99 0.250 0.017 0.608
8064703 360 1-May-30 $314,663.34 80.00 0.250 0.017 0.608
8069164 360 1-May-30 $303,724.74 79.99 0.250 0.017 0.733
8069985 360 1-Aug-30 $481,526.52 72.59 0.250 0.017 0.608
8070201 360 1-Jul-30 $300,897.09 75.00 0.250 0.017 0.858
8073125 360 1-May-30 $286,495.43 68.81 0.250 0.017 0.858
8073510 360 1-Jul-30 $356,271.25 73.59 0.250 0.017 0.608
8076007 360 1-Apr-30 $332,596.20 56.95 0.250 0.017 0.608
8079608 360 1-Apr-30 $327,826.35 90.00 06 0.250 0.017 0.983
8080027 360 1-Jun-30 $316,674.94 90.00 13 0.250 0.017 0.858
8082890 360 1-Aug-30 $496,488.53 69.44 0.250 0.017 0.608
8084134 360 1-Jun-30 $370,568.74 80.00 0.250 0.017 0.733
8085260 360 1-May-30 $316,848.39 79.98 0.250 0.017 0.733
8087305 360 1-May-30 $286,904.59 80.00 0.250 0.017 0.858
8087828 360 1-Jun-30 $345,367.06 90.00 11 0.250 0.017 0.858
8089148 360 1-Jun-30 $309,360.03 80.00 0.250 0.017 0.733
8091240 360 1-May-30 $396,169.35 53.40 0.250 0.017 0.608
8091516 360 1-Aug-30 $320,970.45 80.00 0.250 0.017 0.858
8091524 360 1-Jun-30 $495,718.45 73.26 0.250 0.017 0.858
8092244 360 1-Sep-30 $335,666.03 79.96 0.250 0.017 0.608
8093285 360 1-Jun-30 $371,049.48 58.59 0.250 0.017 0.608
8096496 360 1-May-30 $282,455.61 93.44 01 0.250 0.017 0.983
8097291 360 1-Jul-30 $341,063.48 90.00 33 0.250 0.017 0.733
8097292 360 1-Jun-30 $302,003.06 80.00 0.250 0.017 0.608
8098117 360 1-May-30 $332,220.04 78.95 0.250 0.017 0.608
8099294 360 1-Aug-30 $301,946.63 80.00 0.250 0.017 0.608
8099850 360 1-Apr-30 $396,113.25 80.00 0.250 0.017 0.608
8100476 360 1-May-30 $337,846.15 90.00 33 0.250 0.017 0.733
8100971 360 1-Jun-30 $412,333.44 80.00 0.250 0.017 0.608
8102468 360 1-Jun-30 $345,936.85 79.32 0.250 0.017 0.733
8102855 360 1-May-30 $308,082.30 80.00 0.250 0.017 0.483
8104274 360 1-Jun-30 $300,898.35 80.00 0.250 0.017 0.858
8107086 360 1-May-30 $287,233.54 77.33 0.250 0.017 0.733
8107210 360 1-May-30 $495,111.86 68.03 0.250 0.017 0.608
8108807 360 1-Jun-30 $445,851.70 60.00 0.250 0.017 0.483
8109226 360 1-Jul-30 $322,582.66 61.90 0.250 0.017 0.608
8110407 360 1-May-30 $336,676.07 68.14 0.250 0.017 0.608
8111241 360 1-Jun-30 $294,597.59 90.00 33 0.250 0.017 0.733
8112050 360 1-May-30 $340,718.44 80.00 0.250 0.017 0.733
8115598 360 1-May-30 $477,666.27 65.87 0.250 0.017 0.483
8115918 360 1-Jun-30 $296,155.04 66.67 0.250 0.017 0.858
8116781 360 1-Jun-30 $285,454.53 80.00 0.250 0.017 0.858
8119910 360 1-May-30 $483,150.19 80.00 0.250 0.017 0.608
8123430 360 1-May-30 $338,309.10 89.87 33 0.250 0.017 0.733
8123834 360 1-May-30 $295,261.47 74.50 0.250 0.017 0.608
8124274 360 1-May-30 $243,252.45 95.00 01 0.250 0.017 0.608
8124464 360 1-Jun-30 $991,537.31 51.41 0.250 0.017 0.608
8124606 360 1-Jun-30 $319,190.21 80.00 0.250 0.017 0.483
8125373 360 1-Apr-31 $445,739.82 80.00 0.250 0.017 0.108
8126643 360 1-May-30 $364,475.37 80.00 0.250 0.017 0.858
8126821 360 1-Jun-30 $641,816.96 50.00 0.250 0.017 0.733
8127697 360 1-Aug-30 $476,424.86 79.68 0.250 0.017 0.608
8127781 360 1-May-30 $637,832.77 70.00 0.250 0.017 0.608
8127798 360 1-Aug-30 $272,381.43 72.37 0.250 0.017 0.483
8128037 360 1-Jun-30 $293,337.37 80.00 0.250 0.017 0.608
8128255 360 1-May-30 $359,253.10 80.00 0.250 0.017 0.608
8128327 360 1-Jun-30 $441,189.42 53.23 0.250 0.017 0.858
8128383 360 1-May-30 $323,892.73 80.00 0.250 0.017 0.608
8128420 360 1-Jun-30 $286,903.78 80.00 0.250 0.017 0.608
8129899 360 1-May-30 $324,537.90 80.00 0.250 0.017 0.483
8130443 360 1-May-30 $404,011.30 80.00 0.250 0.017 0.608
8130870 360 1-Jul-30 $284,352.73 80.00 0.250 0.017 0.608
8132040 360 1-Jun-30 $457,211.93 80.00 0.250 0.017 0.608
8133190 360 1-Jun-30 $293,262.88 80.00 0.250 0.017 0.858
8135142 360 1-May-30 $515,121.87 80.00 0.250 0.017 0.608
8137356 360 1-Jun-30 $273,168.56 95.00 33 0.250 0.017 0.608
8138027 360 1-Jun-30 $311,549.59 79.90 0.250 0.017 0.608
8141027 360 1-Jul-30 $516,059.13 80.00 0.250 0.017 0.983
8141499 360 1-Jul-30 $992,259.52 64.52 0.250 0.017 0.608
8142193 360 1-Jun-30 $339,471.19 80.00 0.250 0.017 0.608
8144087 360 1-Jun-30 $392,841.75 80.00 0.250 0.017 0.608
8144092 360 1-Jul-30 $347,051.77 38.89 0.250 0.017 0.483
8144337 360 1-Jul-30 $285,988.06 89.67 06 0.250 0.017 1.358
8145665 360 1-Jun-30 $285,484.25 94.99 33 0.250 0.017 0.858
8146098 360 1-Jun-30 $491,643.19 71.43 0.250 0.017 0.483
8146269 360 1-Jun-30 $297,301.41 79.37 0.250 0.017 0.608
8146291 360 1-Jul-30 $281,607.69 80.00 0.250 0.017 0.483
8148115 360 1-Jun-30 $310,042.98 80.00 0.250 0.017 0.608
8149294 360 1-Aug-30 $335,032.85 80.00 0.250 0.017 0.608
8149898 360 1-Jun-30 $330,599.17 80.00 0.250 0.017 0.608
8150537 360 1-Apr-31 $559,166.20 80.00 0.250 0.017 0.483
8150769 360 1-Jun-30 $306,106.20 95.00 11 0.250 0.017 0.858
8152735 360 1-Jun-30 $428,008.60 80.00 0.250 0.017 0.483
8152952 360 1-Jun-30 $281,408.29 79.99 0.250 0.017 0.733
8153498 360 1-Jul-30 $309,435.53 80.00 0.250 0.017 0.608
8155171 360 1-Apr-31 $335,274.20 79.06 0.250 0.017 0.233
8155834 360 1-Jul-30 $491,326.12 74.23 0.250 0.017 0.483
8156468 360 1-Jun-30 $495,502.33 69.44 0.250 0.017 0.608
8156620 360 1-Aug-30 $355,730.61 80.00 0.250 0.017 0.608
8159745 360 1-Jul-30 $431,534.09 76.35 0.250 0.017 0.483
8159883 360 1-Jun-30 $335,879.23 80.00 0.250 0.017 0.608
8159990 360 1-Jun-30 $396,753.65 89.89 33 0.250 0.017 0.733
8164270 360 1-Jun-30 $332,823.38 80.00 0.250 0.017 0.483
8165229 360 1-Jul-30 $281,757.33 80.00 0.250 0.017 0.608
8167432 360 1-Jul-30 $475,679.07 80.00 0.250 0.017 0.483
8167764 360 1-Sep-30 $452,082.49 80.00 0.250 0.017 0.483
8168132 360 1-Sep-30 $645,656.72 72.63 0.250 0.017 0.608
8168232 360 1-Jul-30 $539,617.40 80.00 0.250 0.017 0.608
8168351 360 1-Jul-30 $306,815.72 90.00 01 0.250 0.017 0.733
8168918 360 1-May-30 $285,407.38 80.00 0.250 0.017 0.608
8169445 360 1-Jul-30 $297,472.99 80.00 0.250 0.017 0.483
8169692 360 1-Jul-30 $343,321.75 80.00 0.250 0.017 0.608
8173322 360 1-Aug-30 $307,177.41 74.99 0.250 0.017 0.608
8175450 360 1-Jun-30 $375,078.89 80.00 0.250 0.017 0.733
8175851 360 1-Sep-30 $279,883.64 80.00 0.250 0.017 0.983
8179109 360 1-Aug-30 $321,811.59 79.61 0.250 0.017 0.608
8180122 360 1-Aug-30 $282,824.41 44.32 0.250 0.017 0.483
8184504 360 1-Jul-30 $358,925.08 78.78 0.250 0.017 0.983
8185475 360 1-Jul-30 $292,783.56 74.68 0.250 0.017 0.983
8187384 360 1-Jul-30 $294,746.45 90.00 01 0.250 0.017 0.608
8187913 360 1-Aug-30 $435,822.66 80.00 0.250 0.017 0.608
8190315 360 1-Jul-30 $294,741.61 74.85 0.250 0.017 0.608
8190749 360 1-Aug-30 $285,958.43 80.00 0.250 0.017 0.858
8191724 360 1-Jul-30 $353,497.01 65.23 0.250 0.017 0.483
8193496 360 1-Jul-30 $281,168.04 95.00 11 0.250 0.017 0.608
8193635 360 1-Jul-30 $394,522.39 80.00 0.250 0.017 0.608
8194239 360 1-Sep-30 $337,947.95 80.00 0.250 0.017 0.983
8196731 360 1-Nov-30 $279,053.25 95.00 06 0.250 0.017 0.608
8201255 360 1-Aug-30 $405,189.96 80.00 0.250 0.017 0.608
8204371 360 1-Jul-30 $575,599.24 80.00 0.250 0.017 0.608
8209127 360 1-Jul-30 $545,742.73 61.87 0.250 0.017 0.608
8210169 360 1-Apr-31 $351,462.66 80.00 0.250 0.017 0.358
8210515 360 1-Apr-31 $349,121.18 71.43 0.250 0.017 0.000
8211837 360 1-Apr-31 $339,150.49 90.00 33 0.250 0.017 0.358
8214455 360 1-Aug-30 $395,346.08 80.00 0.250 0.017 0.483
8215229 360 1-Aug-30 $639,893.59 75.00 0.250 0.017 0.608
8215860 360 1-Apr-31 $327,535.51 80.00 0.250 0.017 0.733
8215927 360 1-Sep-30 $298,255.74 93.75 33 0.250 0.017 0.733
8216410 360 1-Jul-30 $290,143.50 90.00 11 0.250 0.017 0.608
8218322 360 1-Jul-30 $346,716.11 79.99 0.250 0.017 0.983
8220347 360 1-Aug-30 $297,933.82 50.00 0.250 0.017 0.608
8221128 360 1-Apr-31 $399,374.03 54.79 0.250 0.017 0.233
8221247 360 1-Jul-30 $337,205.43 79.09 0.250 0.017 0.608
8222330 360 1-Aug-30 $988,220.63 62.11 0.250 0.017 0.608
8222970 360 1-Jul-30 $335,231.71 80.00 0.250 0.017 0.608
8224002 360 1-Jul-30 $554,673.14 79.97 0.250 0.017 0.608
8225249 360 1-Apr-31 $319,511.52 78.05 0.250 0.017 0.358
8233429 360 1-Sep-30 $345,863.03 62.14 0.250 0.017 0.983
8234047 360 1-Jul-30 $645,165.39 78.79 0.250 0.017 0.608
8234097 360 1-Aug-30 $381,303.11 80.00 0.250 0.017 0.608
8236992 360 1-Sep-30 $347,873.53 61.85 0.250 0.017 0.608
8237637 360 1-Sep-30 $351,635.32 90.00 06 0.250 0.017 0.608
8238697 360 1-Sep-30 $324,185.24 90.00 33 0.250 0.017 0.608
8245189 360 1-Sep-30 $375,919.47 60.22 0.250 0.017 0.608
8246228 360 1-Aug-30 $295,887.70 80.00 0.250 0.017 0.983
8247095 360 1-Sep-30 $287,797.60 80.00 0.250 0.017 0.983
8247373 360 1-Sep-30 $385,766.89 75.00 0.250 0.017 0.608
8248196 360 1-Aug-30 $329,465.63 80.00 0.250 0.017 0.483
8249467 360 1-Aug-30 $297,985.77 41.38 0.250 0.017 0.983
8250643 360 1-Aug-30 $321,679.64 80.00 0.250 0.017 0.608
8257427 360 1-Sep-30 $337,837.95 64.15 0.250 0.017 0.858
8258143 360 1-Apr-31 $630,835.22 80.00 0.250 0.017 0.000
8258534 360 1-Sep-30 $454,662.43 75.00 0.250 0.017 0.983
8263408 360 1-Sep-30 $298,106.91 80.00 0.250 0.017 0.608
8266899 360 1-Aug-30 $353,644.35 80.00 0.250 0.017 0.983
8271128 360 1-Sep-30 $277,971.41 85.00 33 0.250 0.017 0.733
8273186 360 1-May-31 $399,663.95 44.81 0.250 0.017 0.000
8273256 360 1-May-31 $415,100.97 80.00 0.250 0.017 0.000
8274576 360 1-Apr-31 $299,575.15 46.45 0.250 0.017 0.733
8275363 360 1-Apr-31 $371,432.14 64.70 0.250 0.017 0.358
8278840 360 1-Sep-30 $424,998.63 75.00 0.250 0.017 0.608
8280149 360 1-Apr-31 $389,358.78 49.94 0.250 0.017 0.000
8280254 360 1-Sep-30 $343,055.51 57.50 0.250 0.017 0.608
8281267 360 1-Sep-30 $286,182.62 74.81 0.250 0.017 0.608
8282886 360 1-Sep-30 $459,054.97 80.00 0.250 0.017 0.983
8283663 360 1-Sep-30 $323,672.65 95.00 01 0.250 0.017 0.608
8284966 360 1-Sep-30 $596,213.76 78.43 0.250 0.017 0.608
8289176 360 1-Sep-30 $411,169.48 67.61 0.250 0.017 0.608
8298247 360 1-Oct-30 $483,338.87 75.00 0.250 0.017 0.608
8304395 360 1-Apr-31 $339,506.27 78.16 0.250 0.017 0.608
8315580 360 1-Apr-31 $329,457.42 52.44 0.250 0.017 0.000
8316141 360 1-Apr-31 $467,285.59 74.88 0.250 0.017 0.358
8321789 360 1-Apr-31 $348,962.53 77.78 0.250 0.017 0.358
8350913 360 1-Apr-31 $409,841.51 80.00 0.250 0.017 0.108
8358470 360 1-Apr-31 $351,462.66 80.00 0.250 0.017 0.358
8359025 360 1-Dec-30 $313,708.74 90.00 01 0.250 0.017 0.733
8359462 360 1-May-31 $328,893.78 80.00 0.250 0.017 0.108
8369558 360 1-Apr-31 $370,084.22 80.00 0.250 0.017 0.000
8370954 360 1-May-31 $333,233.31 80.00 0.250 0.017 0.108
8377512 360 1-Apr-31 $312,348.15 80.00 0.250 0.017 0.108
8387449 360 1-Apr-31 $369,435.19 35.24 0.250 0.017 0.358
8393915 360 1-Apr-31 $316,678.47 79.99 0.250 0.017 0.000
8418383 360 1-Apr-31 $344,473.35 59.91 0.250 0.017 0.358
8428610 360 1-Apr-31 $351,513.93 80.00 0.250 0.017 0.858
8430616 360 1-May-31 $383,652.95 80.00 0.250 0.017 0.108
8438265 360 1-Apr-31 $383,020.59 74.58 0.250 0.017 0.358
8439164 360 1-Apr-31 $360,725.42 85.00 16 0.250 0.017 0.608
8442306 360 1-May-31 $499,600.16 61.73 0.250 0.017 0.108
8445758 360 1-Apr-31 $306,856.98 78.81 0.250 0.017 0.108
8449061 360 1-May-31 $589,516.39 62.11 0.250 0.017 0.000
8452776 360 1-Apr-31 $474,219.01 60.13 0.250 0.017 0.000
8462503 360 1-Apr-31 $359,422.51 75.00 0.250 0.017 0.108
8474482 360 1-Apr-31 $463,237.12 80.00 0.250 0.017 0.000
8474771 360 1-Apr-31 $367,438.26 80.00 0.250 0.017 0.358
8477238 360 1-Apr-31 $347,092.33 79.99 0.250 0.017 0.108
8477316 360 1-Apr-31 $314,519.14 50.40 0.250 0.017 0.358
8479999 360 1-Apr-31 $349,438.57 38.89 0.250 0.017 0.108
8485282 360 1-Apr-31 $359,422.51 80.00 0.250 0.017 0.108
8487284 360 1-May-31 $540,344.81 78.57 0.250 0.017 0.108
8487901 360 1-Apr-31 $379,419.92 80.00 0.250 0.017 0.358
8489351 360 1-Apr-31 $370,447.55 70.00 0.250 0.017 0.483
8492401 360 1-Apr-31 $347,441.77 80.00 0.250 0.017 0.108
8496207 360 1-May-31 $400,487.34 80.00 0.250 0.017 0.233
8502769 360 1-May-31 $419,664.13 70.00 0.250 0.017 0.108
8507202 360 1-Apr-31 $449,329.97 75.00 0.250 0.017 0.483
8509740 360 1-Apr-31 $383,428.26 80.00 0.250 0.017 0.483
8511340 360 1-Apr-31 $395,424.96 76.15 0.250 0.017 0.608
8511635 360 1-Apr-31 $314,504.76 75.00 0.250 0.017 0.233
8512463 360 1-Apr-31 $363,458.03 80.00 0.250 0.017 0.483
8515874 360 1-Apr-31 $353,459.61 57.99 0.250 0.017 0.358
8516642 360 1-Apr-31 $303,250.57 75.00 0.250 0.017 0.000
8516921 360 1-Apr-31 $354,458.08 79.94 0.250 0.017 0.358
8519303 360 1-Apr-31 $327,547.06 80.00 0.250 0.017 0.858
8519552 360 1-Apr-31 $318,660.82 43.22 0.250 0.017 0.233
8520318 360 1-Apr-31 $376,629.19 95.00 06 0.250 0.017 0.858
8520555 360 1-Apr-31 $274,494.02 67.90 0.250 0.017 0.000
8521594 360 1-Apr-31 $348,765.71 80.00 0.250 0.017 0.233
8521634 360 1-Apr-31 $279,583.10 80.00 0.250 0.017 0.483
8522728 360 1-Apr-31 $345,871.22 80.00 0.250 0.017 0.358
8524058 360 1-Apr-31 $298,836.77 95.00 01 0.250 0.017 0.858
8529574 360 1-Apr-31 $511,218.42 80.00 0.250 0.017 0.358
8530332 360 1-Apr-31 $329,295.01 73.33 0.250 0.017 0.358
8530869 360 1-Mar-31 $374,508.61 95.00 01 0.250 0.017 1.108
8533617 360 1-Apr-31 $379,354.32 80.00 0.250 0.017 0.483
8533905 360 1-Apr-31 $295,386.83 63.66 0.250 0.017 0.358
8534735 360 1-Apr-31 $379,434.20 92.68 12 0.250 0.017 0.483
8534773 360 1-Apr-31 $446,534.15 80.00 0.250 0.017 0.483
8539150 360 1-Apr-31 $470,444.14 80.00 0.250 0.017 0.108
8539390 360 1-Apr-31 $292,106.17 75.00 0.250 0.017 0.983
8539627 360 1-Apr-31 $345,050.01 78.64 0.250 0.017 0.358
8540770 360 1-Apr-31 $489,515.07 80.00 0.250 0.017 0.483
8540870 360 1-Apr-31 $344,286.62 80.00 0.250 0.017 0.483
8541305 360 1-Apr-31 $315,541.12 80.00 0.250 0.017 0.608
8541398 360 1-May-31 $467,652.68 80.00 0.250 0.017 0.483
8541436 360 1-Apr-31 $384,330.24 70.00 0.250 0.017 0.358
8542713 360 1-Apr-31 $334,462.61 63.81 0.250 0.017 0.108
8544466 360 1-Apr-31 $307,541.41 80.00 0.250 0.017 0.483
8545835 360 1-Apr-31 $384,397.51 29.62 0.250 0.017 0.233
8546957 360 1-Apr-31 $374,468.94 28.85 0.250 0.017 0.733
8548388 360 1-Apr-31 $330,519.34 78.81 0.250 0.017 0.608
8549725 360 1-Apr-31 $358,109.27 61.90 0.250 0.017 0.000
8550125 360 1-May-31 $632,530.22 75.00 0.250 0.017 0.483
8550213 360 1-Apr-31 $369,113.66 77.29 0.250 0.017 0.483
8550489 360 1-Apr-31 $315,517.63 50.97 0.250 0.017 0.358
8551329 360 1-Apr-31 $366,439.76 58.35 0.250 0.017 0.358
8556766 360 1-Apr-31 $376,764.19 80.00 0.250 0.017 0.483
8556850 360 1-Apr-31 $444,729.08 80.00 0.250 0.017 0.358
8557864 360 1-Apr-31 $499,255.54 78.74 0.250 0.017 0.483
8558857 360 1-Apr-31 $337,197.19 71.09 0.250 0.017 0.483
8558888 360 1-Apr-31 $319,399.39 79.99 0.250 0.017 0.233
8559183 360 1-Apr-31 $364,442.83 40.11 0.250 0.017 0.358
8560531 360 1-Apr-31 $299,027.51 41.96 0.250 0.017 0.233
8560741 360 1-Apr-31 $383,964.13 59.23 0.250 0.017 0.358
8562304 360 1-Apr-31 $366,979.89 80.00 0.250 0.017 0.000
8563713 360 1-Apr-31 $396,908.15 69.45 0.250 0.017 0.483
8565496 360 1-Apr-31 $524,157.84 79.91 0.250 0.017 0.108
8566041 360 1-Apr-31 $379,433.20 80.00 0.250 0.017 0.608
8566362 360 1-May-31 $499,628.93 78.74 0.250 0.017 0.483
8567228 360 1-Apr-31 $366,979.58 75.00 0.250 0.017 0.733
8567373 360 1-Apr-31 $323,552.60 90.00 01 0.250 0.017 0.858
8568536 360 1-Apr-31 $534,120.37 64.46 0.250 0.017 0.000
8569612 360 1-Apr-31 $337,471.05 48.63 0.250 0.017 0.233
8569878 360 1-May-31 $357,234.69 76.06 0.250 0.017 0.483
8569944 360 1-Apr-31 $505,657.46 79.99 0.250 0.017 0.233
8570890 360 1-May-31 $399,695.63 54.79 0.250 0.017 0.358
8571015 360 1-Apr-31 $329,496.24 77.65 0.250 0.017 0.358
8571090 360 1-May-31 $294,752.16 45.38 0.250 0.017 0.000
8571300 360 1-Apr-31 $649,032.21 65.00 0.250 0.017 0.483
8571526 360 1-Apr-31 $359,422.51 80.00 0.250 0.017 0.108
8574076 360 1-May-31 $429,664.56 67.72 0.250 0.017 0.233
8574115 360 1-Apr-31 $379,305.49 69.07 0.250 0.017 0.233
8574438 360 1-Apr-31 $989,648.87 58.31 0.250 0.017 0.233
8574838 360 1-Apr-31 $349,069.58 46.68 0.250 0.017 0.608
8575487 360 1-May-31 $774,395.42 63.52 0.250 0.017 0.233
8576189 360 1-Apr-31 $325,889.22 80.00 0.250 0.017 0.233
8576637 360 1-Apr-31 $948,585.51 47.50 0.250 0.017 0.483
8580406 360 1-May-31 $619,551.26 56.36 0.250 0.017 0.608
8581695 360 1-Apr-31 $329,496.24 80.00 0.250 0.017 0.358
8583588 360 1-Apr-31 $356,147.78 79.99 0.250 0.017 0.108
8587702 360 1-Apr-31 $319,099.85 80.00 0.250 0.017 0.233
8588110 360 1-Apr-31 $403,367.78 76.95 0.250 0.017 0.233
8588406 360 1-Apr-31 $342,700.57 65.43 0.250 0.017 0.108
8590241 360 1-Apr-31 $348,426.17 63.57 0.250 0.017 0.000
8591442 360 1-Apr-31 $607,048.54 80.00 0.250 0.017 0.233
8591887 360 1-May-31 $555,544.25 80.00 0.250 0.017 0.000
8594417 360 1-May-31 $449,657.58 60.00 0.250 0.017 0.358
8595269 360 1-Apr-31 $340,818.71 48.77 0.250 0.017 0.000
8597290 360 1-May-31 $499,579.94 73.53 0.250 0.017 0.000
8604460 360 1-Apr-31 $648,982.80 75.93 0.250 0.017 0.233
8605281 360 1-May-31 $381,437.08 78.71 0.250 0.017 0.000
8609891 360 1-May-31 $494,613.86 71.74 0.250 0.017 0.233
8617093 360 1-May-31 $339,447.92 38.64 0.250 0.017 0.000
8619105 360 1-Jun-31 $307,000.00 75.25 0.250 0.017 0.233
8626796 360 1-Apr-31 $387,362.07 80.00 0.250 0.017 0.000
8630597 360 1-May-31 $399,695.63 80.00 0.250 0.017 0.358
8632034 360 1-May-31 $475,637.81 77.91 0.250 0.017 0.358
8632784 360 1-Jun-31 $508,000.00 80.00 0.250 0.017 0.233
8639515 360 1-May-31 $474,923.91 80.00 0.250 0.017 0.108
8641621 360 1-May-31 $439,648.14 80.00 0.250 0.017 0.108
8643143 360 1-Apr-31 $447,298.93 80.00 0.250 0.017 0.233
8649231 360 1-Jun-31 $348,912.00 80.00 0.250 0.017 0.108
8656962 360 1-May-31 $344,730.87 93.98 12 0.250 0.017 0.233
8659349 360 1-May-31 $323,740.90 59.56 0.250 0.017 0.108
8664212 360 1-May-31 $359,719.17 45.23 0.250 0.017 0.233
8682185 240 1-Jun-21 $460,000.00 80.00 0.250 0.017 0.108
9070938 360 1-Apr-31 $315,517.61 59.07 0.250 0.017 0.358
9232258 360 1-Apr-31 $349,367.97 68.49 0.250 0.017 0.608
9233939 360 1-Apr-31 $338,244.53 66.02 0.250 0.017 0.483
$292,703,026.92
COUNT: 703
WAC: 7.491518434
WAM: 355.2327675
WALTV: 70.65524564
EXHIBIT F-1B
[Schedule of Type 1 Mortgage Loans in Group II]
WFMBS
WFMBS 2001-15 EXHIBIT F-1B Group II Loans
30 YEAR FIXED RATE NON-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
------------ ----------------- ------- ----- -------- -------- -------- ----------
5159341 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,869.08
5710869 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,016.29
5713883 XXXXXX XX 00000 SFD 7.500 6.750 $ 1,979.13
5715256 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 1,970.15
5716533 XXXXXX XX 00000 SFD 7.500 6.750 $ 1,957.80
5730117 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,223.50
5755247 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,448.06
5757639 XXXXX XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,775.76
5789632 XXXX XXXX XX 00000 SFD 8.500 6.750 $ 4,997.94
5824209 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,286.31
5830688 XXXXX XX 00000 SFD 8.000 6.750 $ 990.59
5838569 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,032.81
5861402 XXX XXXX XX 00000 HCO 7.625 6.750 $ 4,105.21
5870437 XXXXXXXXXX XX 00000 PUD 7.875 6.750 $ 2,175.21
5874874 XXXXXX XXX XXX XX 00000 SFD 7.875 6.750 $ 6,634.38
5878349 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,065.31
5878903 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,618.20
5882690 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,731.87
5884774 XXX XXXX XX 00000 SFD 7.750 6.750 $ 5,480.56
5889419 XXXXX XXXXXXX XX 00000 SFD 8.250 6.750 $ 2,629.43
5898069 XXXXXX XX 00000 SFD 7.125 6.750 $ 4,365.70
5903749 XXXXX XX 00000 SFD 7.500 6.750 $ 2,926.22
5904504 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,088.80
5905572 XXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 5,628.68
5906883 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 6,118.13
5908727 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 4,883.24
5910706 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 5,506.31
5911837 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,746.93
5913121 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,636.53
5913773 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,691.03
5914019 XXXXX XX 00000 SFD 7.625 6.750 $ 2,622.38
5918413 XXXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 3,359.78
5919129 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,334.48
5919667 XXXXXXX XX 00000 SFD 8.625 6.750 $ 2,551.15
5920263 XXXXXX XX 00000 SFD 7.750 6.750 $ 7,880.53
5922600 XXX XXXX XX 00000 SFD 8.375 6.750 $ 2,249.81
5923851 XXX XXXXX XX 00000 SFD 8.000 6.750 $ 3,547.02
5924723 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 5,695.48
5925576 XXXXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 6,216.08
5926112 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,396.65
5926240 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,522.35
5926609 XXXXXXXX XX 00000 SFD 8.500 6.750 $ 2,018.40
5926718 XXXX XXXXXX XX 00000 SFD 8.000 6.750 $ 4,109.09
5927702 XXXXXXX XXXX XX 00000 SFD 8.375 6.750 $ 5,624.54
5927919 XXXXXXX XX 00000 SFD 7.750 6.750 $ 4,656.68
5929577 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 5,408.91
5929658 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86
5929660 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,503.54
5929903 XXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 3,745.88
5930009 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,516.82
5930597 XXXXXXXXX XX 00000 SFD 8.500 6.750 $ 4,997.94
5930888 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,728.71
5931216 MENLO XXXX XX 00000 SFD 7.500 6.750 $ 2,328.39
5932287 XXXX XX 00000 SFD 7.875 6.750 $ 2,610.25
5932574 XXXXXXX XX 00000 SFD 8.000 6.750 $ 2,568.18
5933578 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,848.64
5933951 XXX XXXXX XX 00000 SFD 8.375 6.750 $ 3,610.34
5933975 XXXXXXXX XX 00000 SFD 8.500 6.750 $ 7,543.05
5934296 XXXXXXX XX 00000 SFD 7.250 6.750 $ 5,133.38
5935272 MARINA DEL REY CA 90292 LCO 8.250 6.750 $ 2,629.44
5935495 XXX XXXX XX 00000 LCO 7.250 6.750 $ 2,097.70
5935525 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,237.79
5935613 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,123.39
5939135 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,196.97
5939683 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,505.02
5939874 XX XXXXXX XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 7,315.64
5940072 XXXXXXX XX 00000 SFD 8.000 6.750 $ 1,761.04
5940077 XXXXXXXXXX XXXXXXXX XX 00000 SFD 7.875 6.750 $ 4,350.42
5940233 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,684.76
5940397 XXX XXXX XX 00000 SFD 7.750 6.750 $ 2,579.08
5941358 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,540.49
5941493 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,538.97
5941708 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,348.30
5941910 XXX XXXXX XX 00000 SFD 8.250 6.750 $ 4,883.24
5942409 XXX XX 00000 SFD 7.500 6.750 $ 2,237.49
5942418 XXX XXXX XX 00000 LCO 7.375 6.750 $ 2,707.45
5943063 XXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,503.89
5944153 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,522.27
5944567 CORTE XXXXXX XX 00000 SFD 7.500 6.750 $ 2,027.73
5945497 XXXXXX XX 00000 SFD 7.250 6.750 $ 4,434.15
5945503 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 5,127.01
5945599 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,508.42
5946226 XXXXXXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 2,394.19
5946228 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,534.84
5946623 DANA XXXXX XX 00000 SFD 7.250 6.750 $ 3,827.01
5946853 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 4,246.77
5947483 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,277.16
5947748 XXXXXXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 4,174.92
5947845 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,307.16
5948080 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,479.28
5948982 THE XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,739.17
5949934 XXXXXX XX 00000 SFD 9.000 6.750 $ 2,413.87
5950801 XXXXXXXXX XXXXXXX XX 00000 SFD 6.875 6.608 $ 2,161.30
5951085 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 3,043.52
5951277 XXX XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,217.08
5951568 XX XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,220.01
5951649 XXXXXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 2,405.30
5951947 XXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,180.88
5951978 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,550.77
5952266 XXXXXX XXXXX XX 00000 COP 7.875 6.750 $ 431.42
5952537 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,398.31
5952898 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 4,488.70
5953037 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,223.51
5953335 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,853.67
5953457 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,295.30
5953751 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 4,246.77
5954325 XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,165.30
5954394 XXXXXX XX 00000 SFD 7.125 6.750 $ 3,166.48
5954901 XXXXXXX XX 00000 SFD 8.625 6.750 $ 3,733.40
5955329 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,326.29
5955641 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,071.82
5955789 XXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,910.47
5955900 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 1,998.10
5955964 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,065.12
5956091 XXX XXXXXXXX XX 00000 LCO 8.250 6.750 $ 2,343.96
5956262 XXXXX XXXXXXX XX 00000 PUD 7.500 6.750 $ 4,897.30
5956610 INCLINE XXXXXXX XX 00000 SFD 7.500 6.750 $ 5,279.07
5956781 XXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,819.86
5956876 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,006.62
5956922 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,728.71
5957389 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 4,232.61
5957462 XXXXX XX 00000 SFD 7.125 6.750 $ 2,868.69
5957496 XXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,691.98
5957607 XXXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,356.31
5957661 XXXXXXX XX 00000 SFD 7.250 6.750 $ 4,093.06
5957772 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,227.77
5957883 XXXXX XX 00000 SFD 7.500 6.750 $ 2,782.18
5957956 XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,146.20
5957987 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,271.65
5958417 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,168.89
5958618 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,505.59
5958660 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,446.47
5958712 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,835.31
5958719 XXXXXX XX 00000 SFD 7.125 6.750 $ 3,705.46
5958809 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,971.66
5958904 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,863.28
5959153 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,448.45
5959215 XXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,726.82
5959525 XXXXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,098.30
5959695 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,420.00
5960079 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,300.30
5960082 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,704.56
5961055 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86
5961639 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 1,398.43
5962124 V. OF XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,370.34
5962349 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,155.90
5963298 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,629.24
5963342 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,576.37
5963362 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,358.00
5963794 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,474.93
5963994 XXXXXX XX 00000 LCO 7.250 6.750 $ 2,387.62
5966231 XXXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,076.55
5966561 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,100.44
5967050 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,911.89
5967339 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 6,837.69
5967715 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,715.57
5967879 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,734.40
5968158 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,118.94
5968569 XXXXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,174.44
5969124 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,281.27
5969186 XXXX XX XXXX XX 00000 SFD 6.875 6.608 $ 4,184.64
5969188 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,834.73
5969249 XXXX XXXXXXXX XX 00000 MF2 7.625 6.750 $ 2,654.23
5969654 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,414.90
5969744 XXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,775.89
5969791 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,368.59
5970125 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,113.47
5970363 XXXXXX XX 00000 LCO 7.375 6.750 $ 3,453.38
5970631 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 5,318.20
5970903 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 1,160.78
5971154 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,214.41
5971315 XXXXXXXX XXXX XX 00000 SFD 7.000 6.733 $ 2,850.83
5971415 XXX XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,466.83
5971590 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,261.96
5971962 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,425.75
5972076 XXXXX XX 00000 SFD 7.750 6.750 $ 2,267.45
5972821 XXXX XXXXXX XXXX XXXX XX 00000 SFD 7.750 6.750 $ 3,582.06
5973098 LAKE OSWEGO OR 97034 SFD 7.000 6.733 $ 3,220.07
5973216 BERNARDS XXXX XX 00000 SFD 7.750 6.750 $ 2,374.91
5973270 XXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 5,743.75
5973621 XXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 3,356.23
5973800 XXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,486.99
5974423 XXXXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,002.57
5974839 XXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,493.39
5975345 OJAI CA 93023 SFD 7.250 6.750 $ 4,318.18
5975637 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,483.13
5975769 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,845.59
5976132 XXXX XX 00000 LCO 7.250 6.750 $ 3,069.80
5976250 XXXX XX 00000 SFD 7.375 6.750 $ 2,989.24
5976694 XXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 3,111.51
5976819 XXXXXXX XXX XX 00000 SFD 7.250 6.750 $ 2,182.97
5977032 XXXX XXXXXXXXXX XX 00000 LCO 7.625 6.750 $ 2,817.02
5977440 XXX XXXX XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 4,086.10
5977544 XXXXXX XX 00000 SFD 7.500 6.750 $ 6,992.15
5978022 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,509.05
5978498 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,217.08
5978559 XXXXX XX 00000 SFD 8.250 6.750 $ 3,395.73
5978777 XXXXXXX XX 00000 SFD 7.750 6.750 $ 1,155.22
5978955 XXXXX XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,936.85
5980287 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,485.93
5980300 XXXXXXXXXX XXXXX XX 00000 SFD 8.250 6.750 $ 3,013.34
5982435 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,109.84
5982491 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,586.82
5983410 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,264.94
5983459 XXXXXXX XXXX XX 00000 LCO 7.375 6.750 $ 2,369.02
5984198 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,244.69
5984497 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,652.20
5984704 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.70
5985029 XXX XXXX XX 00000 SFD 7.750 6.750 $ 2,149.24
5985153 XXXXXXX XX 00000 SFD 7.000 6.733 $ 1,995.91
5985370 XXXXXXX XX 00000 SFD 7.125 6.750 $ 3,778.89
5985412 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,334.49
5985775 XXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,182.85
5985878 XXXXXXXXXX XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,163.57
5985891 XXXX XX XXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,274.45
5986082 XXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,674.50
5986214 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,964.67
5987174 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,323.85
5987323 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,559.13
5987395 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,243.35
5988267 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,798.72
5988673 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,384.21
5989133 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,293.24
5989316 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,555.50
5989361 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,435.80
5989859 XXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,455.29
5990594 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,436.84
5990612 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,659.10
5990905 COLTS NECK NJ 07722 SFD 7.250 6.750 $ 4,848.23
5995844 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,820.89
5996543 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,046.53
7592368 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,477.28
7926060 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,749.17
7950704 XXXXXXXX XXXX XX 00000 PUD 7.750 6.750 $ 2,868.04
7969161 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,018.17
7973866 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,228.15
7975471 SEA XXXX XXXX XX 00000 LCO 7.875 6.750 $ 2,494.24
7979427 MARINA DEL REY CA 90292 HCO 7.750 6.750 $ 2,802.61
7981519 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,427.74
7987251 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,313.56
7998118 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,636.40
8007001 XXXXX XXXX XX 00000 LCO 7.500 6.750 $ 2,587.09
8009738 XXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,232.90
8027321 XXXXXXXX XX 00000 LCO 7.875 6.750 $ 2,585.28
8032705 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,348.57
8034420 XXXXX XX 00000 SFD 7.625 6.750 $ 2,753.84
8035646 XXXXXXXXX XXX XX 00000 SFD 7.625 6.750 $ 2,916.11
8044095 XXXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,054.51
8044445 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,111.40
8049596 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,477.56
8053231 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,900.28
8053838 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,148.02
8053929 XXXXXXX XX 00000 LCO 7.750 6.750 $ 2,235.13
8056910 XXXXXXX XX 00000 PUD 7.750 6.750 $ 2,507.44
8057447 ST XXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,900.28
8059331 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,758.19
8059555 XXXXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,417.36
8067335 XXXXXXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,634.24
8070734 XXXXXXXX XXXX XX 00000 LCO 7.875 6.750 $ 2,555.73
8070848 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,373.30
8070852 XXXXXXXX XXXX XX 00000 LCO 7.875 6.750 $ 2,534.12
8072052 XXXX XXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,269.54
8080164 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,760.40
8081026 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,452.18
8086470 BEND OR 97701 SFD 7.875 6.750 $ 2,286.24
8094313 XXXXXXX XX 00000 SFD 7.625 6.750 $ 1,998.81
8095037 FLOYDS XXXXX XX 00000 SFD 7.625 6.750 $ 2,327.09
8096520 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,210.19
8098207 XXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,066.33
8098244 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,283.97
8105243 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,150.05
8110145 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,421.73
8117297 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 4,684.06
8171144 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,358.12
8186760 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,123.37
8193501 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,524.06
8195683 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,569.01
8218457 XXXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,510.18
8225206 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,747.29
8242383 XXXXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,316.67
8249960 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,999.38
8265640 XXXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 6,737.19
8279004 COLTS NECK NJ 07722 SFD 7.750 6.750 $ 2,149.91
8303558 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,609.40
8305128 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,230.00
8319163 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,466.48
8333898 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,391.63
8353813 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,635.92
8354388 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,037.66
8358649 MT XXXXX XX 00000 SFD 7.750 6.750 $ 2,643.56
8361525 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,405.18
8367087 XXXXXX XX 00000 SFD 7.000 6.733 $ 2,198.49
8388759 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,960.99
8404933 XXXXX XX 00000 SFD 8.375 6.750 $ 2,421.59
8414022 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,283.43
8450377 CAPE MAY NJ 08204 LCO 7.500 6.750 $ 2,433.27
8473758 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,579.08
8474781 XXXXXXXXXX XXXXXX XX 00000 SFD 7.125 6.750 $ 4,439.80
8478795 XXXXX XX 00000 SFD 7.875 6.750 $ 2,501.49
8489849 XXXXX XX 00000 SFD 7.250 6.750 $ 2,204.79
8492437 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,299.02
8493938 XXXXXXX XXX XX 00000 SFD 7.625 6.750 $ 3,213.38
8496003 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,237.49
8502497 XXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,300.33
8505776 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,302.71
8507435 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,363.74
8508147 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,469.48
8511698 XXXXX XX 00000 SFD 7.375 6.750 $ 2,762.70
8513253 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,555.50
8515213 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,442.19
8515903 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,836.35
8521514 XXXXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,317.91
8523480 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,517.17
8524892 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,097.64
8526743 XXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,790.33
8527540 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,176.47
8528292 XXXXXX XX 00000 LCO 7.125 6.750 $ 2,459.07
8528323 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,287.61
8530169 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,428.98
8531656 OJAI CA 93023 SFD 7.375 6.750 $ 2,417.36
8531966 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,852.80
8532363 XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,465.46
8532381 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,189.79
8532607 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,188.42
8532831 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,177.11
8534347 XXXXXXX XXXXXX XX 00000 SFD 7.750 6.750 $ 6,949.20
8534788 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86
8535958 XXXXXX XX 00000 SFD 7.000 6.733 $ 4,324.47
8537845 XXXX XX 00000 SFD 7.375 6.750 $ 2,348.30
8538774 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,688.21
8541321 XXXXX XX 00000 SFD 7.375 6.750 $ 2,362.11
8542962 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,526.72
8544155 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,748.89
8545958 XXXXXXX XX 00000 SFD 6.875 6.608 $ 2,141.59
8547297 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,062.68
8549355 XXXXX XX 00000 SFD 7.500 6.750 $ 2,478.72
8550581 XXXX XXXXXX XX 00000 SFD 7.125 6.750 $ 2,813.88
8551282 XXX XXXX XX 00000 SFD 7.750 6.750 $ 2,605.95
8551463 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,760.09
8551526 XXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,406.50
8551690 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,106.56
8552074 XXXXXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,544.89
8553404 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,327.58
8553697 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,332.58
8556416 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 6,992.15
8556796 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,079.48
8556928 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,292.52
8557103 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 4,379.16
8558077 XXXXXX XX 00000 HCO 7.375 6.750 $ 2,624.57
8558429 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 7,077.94
8558724 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,097.93
8559162 XXXXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,155.90
8559180 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,487.33
8559220 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,038.97
8559637 XXXXXXX XX 00000 SFD 7.125 6.750 $ 3,368.59
8560274 XXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 1,995.91
8562383 XXX XXXXX XX 00000 SFD 7.125 6.750 $ 3,503.34
8563812 OJAI CA 93023 SFD 7.000 6.733 $ 2,468.27
8567064 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,831.03
8569359 XXXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,728.17
8569912 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,307.41
8570706 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,548.06
8573807 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,522.44
8574025 XXXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,905.46
8574271 XXXXXX XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,350.10
8574274 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,221.40
8574896 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,603.25
8574966 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,900.84
8575619 XXX XXX XX 00000 SFD 7.625 6.750 $ 4,473.26
8575928 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,458.80
8576499 XXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,783.42
8576652 XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 4,489.39
8579156 XXXXXXXX XXX XX 00000 SFD 7.375 6.750 $ 3,232.36
8579516 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,435.80
8580036 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,431.18
8580513 XX XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,656.96
8580545 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,657.02
8583104 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,926.74
8583570 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,594.09
8584012 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,882.04
8585848 XXXXXXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 4,894.50
8586056 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,646.84
8586490 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,469.85
8587158 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,702.96
8588092 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,148.79
8588141 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 6,319.68
8588763 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,503.19
8588839 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,999.01
8589088 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,313.76
8589239 CERES CA 95307 SFD 7.250 6.750 $ 2,947.00
8589276 FRIDAY XXXXXX XX 00000 SFD 7.250 6.750 $ 4,816.16
8589649 XXXXX XXX XX 00000 SFD 7.250 6.750 $ 4,229.49
8589729 XXXXXX XX 00000 SFD 7.500 6.750 $ 5,873.40
8589845 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,336.11
8590565 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,659.16
8590722 XXXX XX 00000 SFD 7.375 6.750 $ 2,425.65
8591672 XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,232.18
8592173 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,941.54
8598886 XXXXXX XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,202.53
8598984 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,590.03
8600285 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 6,519.96
8600446 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,093.06
8600469 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,940.64
8602680 XXXXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,503.34
8603020 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,601.89
8603051 XXXXX XX 00000 SFD 7.250 6.750 $ 2,097.37
8604263 AGUA XXXXX XX 00000 SFD 7.375 6.750 $ 2,071.33
8607324 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,455.83
8608146 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,458.80
8608592 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,666.01
8609081 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,503.59
8610611 XXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 4,454.00
8612297 XXXXX XX 00000 LCO 7.375 6.750 $ 2,272.32
8613185 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,590.03
8614763 XXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,406.35
8615002 XXXXXXX XX 00000 SFD 7.125 6.750 $ 4,790.14
8616029 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,748.77
8617612 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,244.36
8618303 XXXXXXXX XX 00000 PUD 7.125 6.750 $ 2,182.85
8621579 XXXX XXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,278.19
8622911 XXXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,128.97
8623356 XXXXX XX 00000 SFD 7.500 6.750 $ 2,592.69
8624226 XXXXX XX 00000 SFD 7.125 6.750 $ 4,008.63
8625229 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,242.11
8627025 XXXXX XX XX 00000 SFD 7.750 6.750 $ 2,614.90
8627307 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,923.94
8627565 XXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 5,488.75
8628366 XXXXX XXXX XX 00000 LCO 7.375 6.750 $ 3,733.10
0000000 XX XXXXXXXXXX XXX XX 00000 SFD 7.250 6.750 $ 2,660.49
8631852 XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,132.55
8633388 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,536.26
8634563 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,762.25
8636704 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,312.20
8638765 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,979.81
8641952 XXXXXXXX XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,729.55
8643367 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,115.48
8647980 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,938.82
8652038 XXX XXXXXXXXX XX 00000 LCO 7.375 6.750 $ 2,341.39
8653177 XXX XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,154.91
8656580 XXXX XXXXXX XX 00000 SFD 7.000 6.733 $ 2,661.21
8657948 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,475.92
8665458 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,957.98
8671288 XXX XXXXXXX XX 00000 SFD 7.125 6.750 $ 4,306.41
8671411 XXXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,298.93
9001881 XXXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 2,730.86
9002659 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,282.64
9003448 XXXXXX XXXX XX 00000 SFD 8.000 6.750 $ 2,751.62
9005052 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,151.70
9006427 XXXXXX XXXXX XX 00000 SFD 8.000 6.750 $ 2,366.39
9007537 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,052.61
9010155 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,581.67
9010515 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,360.39
9010659 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,154.91
9011612 XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,555.74
9011954 BEND OR 97702 SFD 8.750 6.750 $ 2,212.60
9012841 XXXXX XXXXXXX XX 00000 LCO 8.125 6.750 $ 2,209.68
9013159 XXXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 2,278.19
9013422 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 4,190.90
9013577 XXXXXX XXXX XX 00000 SFD 8.500 6.750 $ 2,968.01
9013821 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,899.25
9014448 XXXXXXXXX XX 00000 SFD 8.375 6.750 $ 4,940.47
9014486 XXX XXXX XX 00000 SFD 8.375 6.750 $ 2,166.21
9014884 XXX XXXXXXX XX 00000 SFD 7.875 6.750 $ 4,241.66
9015194 XXXXXXX XX 00000 SFD 8.375 6.750 $ 3,420.33
9017050 XXX XXXX XX 00000 SFD 8.375 6.750 $ 2,797.07
9018727 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,746.24
9026102 XXXXXX XXXX XX 00000 LCO 7.500 6.750 $ 2,789.87
9026155 XXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,320.67
9055344 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,180.99
9058315 XXX XXXXXXXXX XX 00000 LCO 7.125 6.750 $ 1,980.74
9058443 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,290.75
9058496 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,624.57
9058525 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 6,179.42
9058637 XXXX XXXX XX 00000 SFD 8.375 6.750 $ 4,735.25
9058885 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,817.02
9062844 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,866.31
9063681 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,272.45
9063695 XXX XXXX XX 00000 SFD 8.375 6.750 $ 2,599.45
9063929 XXX XXXX XX 00000 SFD 8.375 6.750 $ 2,401.83
9063946 XXX XXXX XX 00000 SFD 8.250 6.750 $ 2,704.56
9064212 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 4,703.89
9064262 XXXXX XXXX XX 00000 SFD 8.250 6.750 $ 2,591.87
9064853 XXXXXX XX 00000 SFD 8.500 6.750 $ 2,368.26
9065373 XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,023.26
9066438 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,159.74
9066501 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 5,839.30
9066574 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,194.16
9068028 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,849.04
9068170 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,658.43
9068344 XXXXXXX XX 00000 LCO 7.750 6.750 $ 2,292.52
9068847 XXXXXXX XX 00000 SFD 8.125 6.750 $ 2,530.43
9068995 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,603.85
9069278 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,036.44
9069455 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,915.61
9069495 XXXXXXXX XX 00000 LCO 7.875 6.750 $ 2,191.53
9070470 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,405.03
9071664 XXXXX XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,246.18
9072365 XXXXXXX XX 00000 SFD 8.500 6.750 $ 3,998.35
9079439 XXXXX XX 00000 SFD 7.250 6.750 $ 3,056.15
9210675 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,693.64
9210742 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,387.62
9211584 XXXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,220.47
9214079 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,182.54
9218639 XXXXXXXXX XX 00000 SFD 8.625 6.750 $ 4,837.86
9232067 XXX XXXXXXX XX 00000 LCO 7.625 6.750 $ 2,526.83
9232711 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,143.87
9233615 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,219.56
9234062 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,210.02
9234262 XXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,338.55
9234499 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 4,642.36
9235175 XXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,075.96
9235187 XXXXXXXX XX 00000 SFD 8.875 6.750 $ 4,773.87
9265369 XXXXXX XX 00000 SFD 7.000 6.733 $ 3,991.82
9265744 XXXX XXXX XXXX XX 00000 SFD 7.750 6.750 $ 4,011.91
9266051 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,250.79
WFMBS
WFMBS 2001-15 EXHIBIT F-1B Group II Loans
30 YEAR FIXED RATE NON-RELOCATION LOANS (Continued)
(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 RETAIN
NUMBER MATURITY DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
------------ -------- ---------- ------------ ----- -------- ---------- -------- ----------- --------
5159341 360 1-Apr-30 $401,073.95 51.00 0.250 0.017 0.608
5710869 360 1-Apr-30 $411,816.40 80.00 0.250 0.017 0.858
5713883 360 1-May-30 $280,214.34 90.00 06 0.250 0.017 0.483
5715256 360 1-May-30 $275,411.88 80.00 0.250 0.017 0.608
5716533 360 1-Apr-30 $276,969.48 80.00 0.250 0.017 0.483
5730117 360 1-Aug-30 $315,572.42 80.00 0.250 0.017 0.483
5755247 360 1-Jul-30 $343,029.42 80.00 0.250 0.017 0.608
5757639 360 1-Jul-30 $535,451.27 80.00 0.250 0.017 0.483
5789632 360 1-Sep-30 $646,353.95 72.22 0.250 0.017 1.483
5824209 360 1-Feb-31 $468,591.63 67.14 0.250 0.017 0.483
5830688 360 1-May-31 $134,909.41 53.57 0.250 0.017 0.983
5838569 360 1-Jun-31 $294,322.00 80.00 0.250 0.017 0.358
5861402 360 1-Jun-31 $580,000.00 80.00 0.250 0.017 0.608
5870437 360 1-Feb-31 $299,165.57 75.00 0.250 0.017 0.858
5874874 360 1-Feb-31 $912,122.40 67.78 0.250 0.017 0.858
5878349 360 1-May-31 $295,155.78 85.00 01 0.250 0.017 0.483
5878903 360 1-May-31 $383,500.59 76.00 0.250 0.017 0.233
5882690 360 1-Jun-31 $395,535.00 80.00 0.250 0.017 0.358
5884774 360 1-May-31 $764,460.06 72.86 0.250 0.017 0.733
5889419 360 1-Feb-31 $349,098.04 57.85 0.250 0.017 1.233
5898069 360 1-Jun-31 $648,000.00 80.00 0.250 0.017 0.108
5903749 360 1-May-31 $418,189.41 90.00 FX30YR 11 0.250 0.017 0.483
5904504 360 1-Jun-31 $592,000.00 80.00 0.250 0.017 0.358
5905572 360 1-Mar-31 $803,196.49 70.00 0.250 0.017 0.483
5906883 360 1-Mar-31 $873,039.66 62.95 0.250 0.017 0.483
5908727 360 1-Apr-31 $649,168.17 79.75 0.250 0.017 1.233
5910706 360 1-Mar-31 $785,735.71 70.00 0.250 0.017 0.483
5911837 360 1-Mar-31 $378,062.69 79.93 0.250 0.017 0.858
5913121 360 1-Mar-31 $371,686.04 74.50 0.250 0.017 0.608
5913773 360 1-May-31 $370,885.58 95.00 33 0.250 0.017 0.858
5914019 360 1-May-31 $370,231.84 77.19 0.250 0.017 0.608
5918413 360 1-May-31 $504,586.05 48.10 0.250 0.017 0.000
5919129 360 1-May-31 $337,742.81 79.53 0.250 0.017 0.358
5919667 360 1-Aug-30 $325,999.65 80.00 0.250 0.017 1.608
5920263 360 1-Xxx-31 $1,096,067.73 68.75 0.250 0.017 0.733
5922600 360 1-Oct-30 $293,991.66 80.00 0.250 0.017 1.358
5923851 360 1-Xxx-31 $481,756.47 80.00 0.250 0.017 0.983
5924723 360 1-May-31 $794,438.89 72.27 0.250 0.017 0.733
5925576 360 1-Mar-31 $897,932.86 40.00 0.250 0.017 0.358
5926112 360 1-Jun-31 $347,000.00 61.63 0.250 0.017 0.358
5926240 360 1-May-31 $369,461.56 85.00 12 0.250 0.017 0.233
5926609 360 1-May-31 $262,340.97 75.00 0.250 0.017 1.483
5926718 360 1-Apr-31 $559,245.98 56.00 0.250 0.017 0.983
5927702 360 1-Apr-31 $739,076.87 64.35 0.250 0.017 1.358
5927919 360 1-Apr-31 $649,079.51 50.00 0.250 0.017 0.733
5929577 360 1-Apr-31 $753,930.83 50.33 0.250 0.017 0.733
5929658 360 1-May-31 $399,703.14 61.54 0.250 0.017 0.483
5929660 360 1-Jun-31 $371,600.00 80.00 0.250 0.017 0.108
5929903 360 1-Jun-31 $556,000.00 80.00 0.250 0.017 0.108
5930009 360 1-Apr-31 $359,414.07 90.00 01 0.250 0.017 0.483
5930597 360 1-Apr-31 $649,209.66 50.98 0.250 0.017 1.483
5930888 360 1-Apr-31 $399,374.03 72.20 0.250 0.017 0.233
5931216 360 1-May-31 $332,752.86 38.06 0.250 0.017 0.483
5932287 360 1-May-31 $359,752.25 88.45 06 0.250 0.017 0.858
5932574 360 1-May-31 $349,765.15 41.92 0.250 0.017 0.983
5933578 360 1-Jun-31 $417,580.00 79.69 0.250 0.017 0.233
5933951 360 1-May-31 $474,704.76 67.38 0.250 0.017 1.358
5933975 360 1-May-31 $980,405.70 38.47 0.250 0.017 1.483
5934296 360 1-Jun-31 $752,500.00 62.55 0.250 0.017 0.233
5935272 360 1-Jun-31 $350,000.00 70.00 0.250 0.017 1.233
5935495 360 1-May-31 $307,260.11 55.71 0.250 0.017 0.233
5935525 360 1-May-31 $323,753.46 80.00 0.250 0.017 0.358
5935613 360 1-May-31 $299,782.86 86.96 12 0.250 0.017 0.608
5939135 360 1-May-31 $302,791.47 79.95 0.250 0.017 0.858
5939683 240 1-May-21 $319,394.48 76.19 0.250 0.017 0.108
5939874 360 1-May-31 $996,331.03 66.47 0.250 0.017 0.983
5940072 360 1-Jun-31 $240,000.00 68.57 0.250 0.017 0.983
5940077 360 1-May-31 $599,587.08 48.00 0.250 0.017 0.858
5940233 360 1-Jun-31 $533,500.00 63.51 0.250 0.017 0.358
5940397 360 1-May-31 $359,745.92 80.00 0.250 0.017 0.733
5941358 360 1-May-31 $518,595.14 79.12 0.250 0.017 0.233
5941493 360 1-May-31 $499,638.11 64.52 0.250 0.017 0.608
5941708 360 1-Apr-31 $339,480.97 68.00 0.250 0.017 0.358
5941910 360 1-May-31 $649,585.51 66.33 0.250 0.017 1.233
5942409 360 1-Apr-31 $319,521.09 60.95 0.250 0.017 0.483
5942418 360 1-May-31 $391,701.72 80.00 0.250 0.017 0.358
5943063 360 1-Apr-31 $357,566.80 79.99 0.250 0.017 0.483
5944153 300 1-May-26 $344,698.66 41.58 0.250 0.017 0.358
5944567 360 1-May-31 $289,784.77 51.79 0.250 0.017 0.483
5945497 360 1-May-31 $649,492.93 51.59 0.250 0.017 0.233
5945503 360 1-May-31 $715,144.90 29.82 0.250 0.017 0.733
5945599 360 1-May-31 $354,143.50 79.82 0.250 0.017 0.608
5946226 360 1-May-31 $359,569.02 79.82 0.250 0.017 0.000
5946228 360 1-May-31 $349,359.41 95.00 12 0.250 0.017 0.858
5946623 360 1-May-31 $560,562.37 66.00 0.250 0.017 0.233
5946853 360 1-May-31 $599,565.73 40.00 0.250 0.017 0.608
5947483 360 1-May-31 $329,449.12 79.83 0.250 0.017 0.358
5947748 360 1-Jun-31 $612,000.00 62.13 0.250 0.017 0.233
5947845 360 1-Apr-31 $615,082.82 80.00 0.250 0.017 0.483
5948080 360 1-Jun-31 $368,000.00 47.48 0.250 0.017 0.108
5948982 360 1-May-31 $386,719.89 73.02 0.250 0.017 0.608
5949934 360 1-Mar-31 $299,504.69 94.94 06 0.250 0.017 1.983
5950801 360 1-Jun-31 $329,000.00 68.54 0.250 0.017 0.000
5951085 360 1-May-31 $429,688.77 43.00 0.250 0.017 0.608
5951277 360 1-May-31 $324,746.46 32.50 0.250 0.017 0.233
5951568 360 1-May-31 $317,264.37 75.60 0.250 0.017 0.483
5951649 360 1-Jun-31 $344,000.00 80.00 0.250 0.017 0.483
5951947 360 1-Jun-31 $444,000.00 80.00 0.250 0.017 0.733
5951978 360 1-May-31 $383,085.73 63.90 0.250 0.017 0.000
5952266 360 1-May-31 $59,459.05 70.00 0.250 0.017 0.858
5952537 360 1-May-31 $342,745.44 77.95 0.250 0.017 0.483
5952898 360 1-Jun-31 $649,900.00 76.47 0.250 0.017 0.358
5953037 360 1-Jun-31 $318,000.00 80.00 0.250 0.017 0.483
5953335 360 1-Jun-31 $572,000.00 80.00 0.250 0.017 0.108
5953457 360 1-Jun-31 $345,000.00 51.49 0.250 0.017 0.000
5953751 360 1-Jun-31 $600,000.00 71.92 0.250 0.017 0.608
5954325 360 1-May-31 $463,638.03 80.00 0.250 0.017 0.233
5954394 360 1-May-31 $469,624.15 43.93 0.250 0.017 0.108
5954901 360 1-May-31 $479,716.60 36.92 0.250 0.017 1.608
5955329 360 1-Jun-31 $332,700.00 79.98 0.250 0.017 0.483
5955641 345 1-Xxx-30 $299,479.79 63.23 0.250 0.017 0.233
5955789 360 1-May-31 $431,654.53 80.00 0.250 0.017 0.108
5955900 360 1-May-31 $292,671.50 76.88 0.250 0.017 0.233
5955964 360 1-May-31 $298,442.80 77.66 0.250 0.017 0.358
5956091 360 1-May-31 $311,801.04 52.00 0.250 0.017 1.233
5956262 360 1-May-31 $699,880.20 58.37 0.250 0.017 0.483
5956610 360 1-May-31 $754,439.68 39.74 0.250 0.017 0.483
5956781 360 1-May-31 $398,111.64 65.96 0.250 0.017 0.608
5956876 360 1-Apr-31 $429,359.77 73.50 0.250 0.017 0.483
5956922 360 1-May-31 $399,687.96 20.00 0.250 0.017 0.233
5957389 360 1-May-31 $597,567.18 54.36 0.250 0.017 0.608
5957462 360 1-May-31 $425,459.50 34.06 0.250 0.017 0.108
5957496 360 1-May-31 $384,706.25 62.70 0.250 0.017 0.483
5957607 360 1-Jun-31 $492,000.00 75.69 0.250 0.017 0.233
5957661 360 1-May-31 $599,531.94 51.06 0.250 0.017 0.233
5957772 360 1-May-31 $334,575.52 79.99 0.250 0.017 0.000
5957883 360 1-May-31 $397,604.70 68.60 0.250 0.017 0.483
5957956 360 1-Jun-31 $461,200.00 72.63 0.250 0.017 0.233
5957987 360 1-Jun-31 $333,000.00 69.96 0.250 0.017 0.233
5958417 360 1-Jun-31 $326,000.00 74.09 0.250 0.017 0.000
5958618 360 1-May-31 $353,743.79 65.56 0.250 0.017 0.608
5958660 360 1-May-31 $498,620.30 69.31 0.250 0.017 0.358
5958712 360 1-Apr-31 $404,896.25 80.00 0.250 0.017 0.483
5958719 360 1-Jun-31 $550,000.00 44.00 0.250 0.017 0.108
5958809 360 1-Apr-31 $424,367.21 74.30 0.250 0.017 0.483
5958904 360 1-Apr-31 $408,890.30 90.00 33 0.250 0.017 0.483
5959153 360 1-May-31 $354,230.25 62.19 0.250 0.017 0.358
5959215 360 1-May-31 $532,604.43 60.91 0.250 0.017 0.483
5959525 360 1-Apr-31 $310,749.80 79.99 0.250 0.017 0.108
5959695 360 1-May-31 $358,912.75 80.00 0.250 0.017 0.108
5960079 360 1-May-31 $470,950.00 68.41 0.250 0.017 0.483
5960082 360 1-May-31 $386,512.94 80.00 0.250 0.017 0.483
5961055 360 1-Jun-31 $400,000.00 72.73 0.250 0.017 0.483
5961639 360 1-May-31 $199,851.57 51.95 0.250 0.017 0.483
5962124 360 1-Jun-31 $339,000.00 57.95 0.250 0.017 0.483
5962349 360 1-Jun-31 $320,000.00 69.57 0.250 0.017 0.108
5963298 360 1-May-31 $366,740.97 78.92 0.250 0.017 0.733
5963342 360 1-Jun-31 $364,000.00 80.00 0.250 0.017 0.608
5963362 360 1-Apr-31 $349,438.59 70.17 0.250 0.017 0.108
5963794 360 1-May-31 $371,695.07 80.00 0.250 0.017 0.000
5963994 360 1-Jun-31 $350,000.00 38.89 0.250 0.017 0.233
5966231 360 1-May-31 $439,673.45 53.33 0.250 0.017 0.483
5966561 360 1-Mar-31 $299,726.98 74.99 0.250 0.017 0.483
5967050 360 1-May-31 $421,279.19 80.00 0.250 0.017 0.358
5967339 360 1-May-31 $989,246.68 69.96 0.250 0.017 0.358
5967715 360 1-May-31 $378,782.46 95.00 24 0.250 0.017 0.733
5967879 360 1-Jun-31 $411,000.00 43.26 0.250 0.017 0.000
5968158 360 1-May-31 $306,559.56 79.07 0.250 0.017 0.358
5968569 360 1-Jun-31 $318,750.00 75.00 0.250 0.017 0.233
5969124 360 1-Jun-31 $481,000.00 73.16 0.250 0.017 0.233
5969186 360 1-May-31 $636,464.84 53.08 0.250 0.017 0.000
5969188 360 1-May-31 $698,302.08 42.42 0.250 0.017 0.358
5969249 360 1-May-31 $374,728.58 78.95 0.250 0.017 0.608
5969654 360 1-May-31 $353,723.85 80.00 0.250 0.017 0.233
5969744 360 1-Jun-31 $397,000.00 79.40 0.250 0.017 0.483
5969791 360 1-May-31 $499,600.16 78.74 0.250 0.017 0.108
5970125 360 1-May-31 $295,767.15 78.92 0.250 0.017 0.358
5970363 360 1-May-31 $499,619.54 80.00 0.250 0.017 0.358
5970631 360 1-May-31 $769,414.09 64.17 0.250 0.017 0.358
5970903 360 1-May-31 $163,881.30 63.81 0.250 0.017 0.608
5971154 360 1-Apr-31 $470,462.62 80.00 0.250 0.017 0.233
5971315 360 1-May-31 $428,148.75 63.96 0.250 0.017 0.000
5971415 360 1-May-31 $352,538.17 90.00 01 0.250 0.017 0.483
5971590 360 1-Apr-31 $326,999.89 90.00 01 0.250 0.017 0.358
5971962 360 1-May-31 $495,622.58 79.65 0.250 0.017 0.358
5972076 360 1-May-31 $316,276.61 75.00 0.250 0.017 0.733
5972821 360 1-May-31 $499,647.11 68.03 0.250 0.017 0.733
5973098 360 1-May-31 $483,603.26 44.00 0.250 0.017 0.000
5973216 360 1-May-31 $331,266.03 78.93 0.250 0.017 0.733
5973270 360 1-Jun-31 $811,500.00 57.96 0.250 0.017 0.608
5973621 360 1-Jun-31 $480,000.00 52.75 0.250 0.017 0.483
5973800 360 1-May-31 $342,763.95 79.95 0.250 0.017 0.858
5974423 360 1-Jun-31 $301,000.00 70.66 0.250 0.017 0.000
5974839 360 1-May-31 $464,703.49 68.89 0.250 0.017 1.233
5975345 360 1-Jun-31 $633,000.00 57.55 0.250 0.017 0.233
5975637 360 1-May-31 $363,716.04 70.00 0.250 0.017 0.233
5975769 360 1-Jun-31 $412,000.00 80.00 0.250 0.017 0.358
5976132 360 1-Jun-31 $450,000.00 50.00 0.250 0.017 0.233
5976250 360 1-May-31 $432,470.68 68.50 0.250 0.017 0.358
5976694 360 1-May-31 $444,669.74 63.12 0.250 0.017 0.483
5976819 360 1-May-31 $319,750.36 78.82 0.250 0.017 0.233
5977032 360 1-May-31 $397,711.94 47.38 0.250 0.017 0.608
5977440 360 1-May-31 $576,882.16 65.60 0.250 0.017 0.608
5977544 360 1-Jun-31 $1,000,000.00 41.67 0.250 0.017 0.483
5978022 360 1-Jun-31 $367,800.00 68.11 0.250 0.017 0.233
5978498 360 1-Jun-31 $325,000.00 73.03 0.250 0.017 0.233
5978559 360 1-Jun-31 $452,000.00 80.00 0.250 0.017 1.233
5978777 360 1-Jun-31 $161,250.00 75.00 0.250 0.017 0.733
5978955 360 1-May-31 $569,566.27 60.00 0.250 0.017 0.358
5980287 360 1-Jun-31 $511,000.00 67.24 0.250 0.017 0.233
5980300 360 1-May-31 $400,844.22 70.00 0.250 0.017 1.233
5982435 360 1-Jun-31 $294,500.00 95.00 24 0.250 0.017 0.733
5982491 360 1-Jun-31 $379,200.00 80.00 0.250 0.017 0.233
5983410 360 1-Jun-31 $320,000.00 65.41 0.250 0.017 0.608
5983459 360 1-May-31 $342,739.00 52.77 0.250 0.017 0.358
5984198 360 1-May-31 $324,752.71 64.41 0.250 0.017 0.358
5984497 360 1-Jun-31 $384,000.00 80.00 0.250 0.017 0.358
5984704 360 1-Apr-31 $399,073.46 30.77 0.250 0.017 0.358
5985029 360 1-Jun-31 $300,000.00 75.00 0.250 0.017 0.733
5985153 360 1-Jun-31 $300,000.00 41.96 0.250 0.017 0.000
5985370 360 1-Jun-31 $560,900.00 51.60 0.250 0.017 0.108
5985412 360 1-Jun-31 $338,000.00 79.53 0.250 0.017 0.358
5985775 360 1-Apr-31 $323,480.26 80.00 0.250 0.017 0.108
5985878 360 1-May-31 $301,786.85 77.44 0.250 0.017 0.733
5985891 360 1-Apr-31 $479,248.84 58.11 0.250 0.017 0.233
5986082 360 1-May-31 $382,216.13 75.00 0.250 0.017 0.483
5986214 360 1-Jun-31 $424,000.00 74.39 0.250 0.017 0.483
5987174 360 1-Mar-31 $319,833.94 79.98 0.250 0.017 0.858
5987323 360 1-Apr-31 $365,455.04 62.03 0.250 0.017 0.483
5987395 360 1-Apr-31 $486,698.47 75.00 0.250 0.017 0.000
5988267 360 1-May-31 $549,581.49 73.33 0.250 0.017 0.358
5988673 360 1-Jun-31 $349,500.00 63.55 0.250 0.017 0.233
5989133 360 1-Jun-31 $621,600.00 70.00 0.250 0.017 0.358
5989316 360 1-May-31 $369,718.46 46.25 0.250 0.017 0.358
5989361 360 1-May-31 $339,760.03 79.81 0.250 0.017 0.733
5989859 360 1-May-31 $346,642.93 80.00 0.250 0.017 0.608
5990594 360 1-Jun-31 $332,100.00 90.00 33 0.250 0.017 0.983
5990612 360 1-May-31 $384,707.05 62.60 0.250 0.017 0.358
5990905 360 1-Jun-31 $710,700.00 61.80 0.250 0.017 0.233
5995844 360 1-Jun-31 $424,000.00 80.00 0.250 0.017 0.000
5996543 360 1-May-31 $299,765.97 85.71 11 0.250 0.017 0.233
7592368 360 1-Mar-30 $345,892.47 68.63 0.250 0.017 0.608
7926060 360 1-May-31 $402,685.62 77.50 0.250 0.017 0.233
7950704 360 1-Apr-30 $396,208.28 89.80 33 0.250 0.017 0.733
7969161 360 1-Mar-30 $281,135.63 74.03 0.250 0.017 0.608
7973866 360 1-Mar-30 $307,569.27 80.00 0.250 0.017 0.733
7975471 360 1-Mar-30 $340,281.04 80.00 0.250 0.017 0.858
7979427 360 1-Apr-30 $387,168.05 80.00 0.250 0.017 0.733
7981519 360 1-Mar-30 $339,106.91 73.76 0.250 0.017 0.608
7987251 360 1-Mar-30 $319,358.81 80.00 0.250 0.017 0.733
7998118 360 1-Mar-30 $363,922.82 80.00 0.250 0.017 0.733
8007001 360 1-Feb-30 $365,394.48 78.72 0.250 0.017 0.483
8009738 360 1-Apr-30 $312,141.53 80.00 0.250 0.017 0.608
8027321 360 1-Apr-30 $352,970.21 80.00 0.250 0.017 0.858
8032705 360 1-Feb-30 $320,159.26 90.00 06 0.250 0.017 0.858
8034420 360 1-Mar-30 $384,656.05 80.00 0.250 0.017 0.608
8035646 360 1-Mar-30 $407,153.21 79.84 0.250 0.017 0.608
8044095 360 1-Mar-30 $286,973.50 68.24 0.250 0.017 0.608
8044445 360 1-Apr-30 $288,160.38 80.00 0.250 0.017 0.858
8049596 360 1-Apr-30 $346,343.25 80.00 0.250 0.017 0.608
8053231 360 1-Apr-30 $395,977.28 59.26 0.250 0.017 0.858
8053838 360 1-Apr-30 $293,270.69 76.95 0.250 0.017 0.858
8053929 360 1-Apr-30 $308,774.45 80.00 0.250 0.017 0.733
8056910 360 1-Apr-30 $346,392.68 70.42 0.250 0.017 0.733
8057447 360 1-Apr-30 $395,977.28 48.48 0.250 0.017 0.858
8059331 360 1-Mar-30 $380,734.50 67.84 0.250 0.017 0.733
8059555 360 1-May-31 $349,733.68 70.00 0.250 0.017 0.358
8067335 360 1-Mar-30 $367,950.79 80.00 0.250 0.017 0.608
8070734 360 1-Mar-30 $348,669.43 80.00 0.250 0.017 0.858
8070848 360 1-Mar-30 $327,605.75 80.00 0.250 0.017 0.733
8070852 360 1-Apr-30 $345,985.16 80.00 0.250 0.017 0.858
8072052 360 1-Mar-30 $317,009.66 79.99 0.250 0.017 0.608
8080164 360 1-Apr-30 $385,880.72 79.59 0.250 0.017 0.608
8081026 360 1-Apr-30 $338,758.12 90.00 33 0.250 0.017 0.733
8086470 360 1-Apr-30 $301,944.58 51.61 0.250 0.017 0.858
8094313 360 1-Apr-30 $279,417.25 80.00 0.250 0.017 0.608
8095037 360 1-Apr-30 $325,308.03 90.00 33 0.250 0.017 0.608
8096520 360 1-Apr-30 $305,328.03 90.00 33 0.250 0.017 0.733
8098207 360 1-Apr-30 $282,114.71 78.08 0.250 0.017 0.858
8098244 360 1-Apr-30 $311,832.11 53.66 0.250 0.017 0.858
8105243 360 1-Apr-30 $300,559.27 72.45 0.250 0.017 0.608
8110145 360 1-Apr-30 $330,629.88 80.00 0.250 0.017 0.858
8117297 360 1-Apr-30 $632,095.99 75.00 0.250 0.017 0.983
8171144 360 1-May-31 $332,923.87 80.00 0.250 0.017 0.608
8186760 360 1-Aug-30 $297,699.65 75.00 0.250 0.017 0.608
8193501 360 1-May-31 $503,628.96 80.00 0.250 0.017 0.483
8195683 360 1-May-31 $376,297.23 79.45 0.250 0.017 0.233
8218457 360 1-May-31 $358,733.57 76.97 0.250 0.017 0.483
8225206 360 1-Apr-31 $378,370.21 89.99 12 0.250 0.017 0.858
8242383 360 1-May-31 $337,943.60 76.31 0.250 0.017 0.233
8249960 360 1-May-31 $714,469.37 63.21 0.250 0.017 0.483
8265640 360 1-May-31 $999,200.31 62.50 0.250 0.017 0.108
8279004 360 1-Sep-30 $298,137.74 80.00 0.250 0.017 0.733
8303558 360 1-Apr-31 $521,792.26 80.00 0.250 0.017 0.358
8305128 360 1-May-31 $473,114.63 80.00 0.250 0.017 0.233
8319163 360 1-Apr-31 $352,108.71 79.99 0.250 0.017 0.483
8333898 360 1-Apr-31 $350,039.36 80.00 0.250 0.017 0.233
8353813 360 1-May-31 $519,614.08 80.00 0.250 0.017 0.483
8354388 360 1-May-31 $298,466.99 80.00 0.250 0.017 0.233
8358649 360 1-May-31 $368,739.56 88.35 01 0.250 0.017 0.733
8361525 360 1-May-31 $356,714.51 78.64 0.250 0.017 0.108
8367087 360 1-May-31 $330,179.13 79.99 0.250 0.017 0.000
8388759 360 1-May-31 $439,148.54 79.99 0.250 0.017 0.108
8404933 360 1-Xxx-31 $317,530.69 90.00 01 0.250 0.017 1.358
8414022 360 1-May-31 $480,941.53 80.00 0.250 0.017 0.233
8450377 360 1-May-31 $347,741.73 80.00 0.250 0.017 0.483
8473758 360 1-Mar-31 $359,232.83 80.00 0.250 0.017 0.733
8474781 360 1-Apr-31 $657,942.89 52.72 0.250 0.017 0.108
8478795 360 1-Apr-31 $344,523.58 75.00 0.250 0.017 0.858
8489849 360 1-Mar-31 $322,439.05 80.00 0.250 0.017 0.233
8492437 360 1-Apr-31 $328,310.43 80.00 0.250 0.017 0.483
8493938 360 1-May-31 $453,671.41 60.29 0.250 0.017 0.608
8496003 360 1-May-31 $319,762.51 80.00 0.250 0.017 0.483
8502497 360 1-Apr-31 $324,528.05 72.71 0.250 0.017 0.608
8505776 360 1-Mar-31 $332,205.39 79.19 0.250 0.017 0.358
8507435 360 1-May-31 $346,229.70 79.66 0.250 0.017 0.233
8508147 360 1-Mar-31 $361,147.68 79.91 0.250 0.017 0.233
8511698 360 1-May-31 $399,695.63 60.70 0.250 0.017 0.358
8513253 360 1-May-31 $369,718.46 63.79 0.250 0.017 0.358
8515213 360 1-May-31 $357,720.73 79.91 0.250 0.017 0.233
8515903 360 1-May-31 $420,663.34 70.18 0.250 0.017 0.108
8521514 360 1-May-31 $335,344.63 80.00 0.250 0.017 0.358
8523480 360 1-Mar-31 $359,193.47 88.02 01 0.250 0.017 0.483
8524892 360 1-May-31 $299,777.36 80.00 0.250 0.017 0.483
8526743 360 1-May-31 $403,692.59 80.00 0.250 0.017 0.358
8527540 360 1-Apr-31 $307,053.46 75.00 0.250 0.017 0.608
8528292 360 1-Apr-31 $364,414.50 77.66 0.250 0.017 0.108
8528323 360 1-May-31 $475,637.81 80.00 0.250 0.017 0.358
8530169 360 1-May-31 $334,769.46 77.91 0.250 0.017 0.858
8531656 360 1-Apr-31 $349,299.94 49.30 0.250 0.017 0.358
8531966 360 1-May-31 $407,697.20 80.00 0.250 0.017 0.483
8532363 360 1-May-31 $507,603.71 80.00 0.250 0.017 0.233
8532381 360 1-Apr-31 $320,497.66 75.00 0.250 0.017 0.233
8532607 360 1-May-31 $447,297.82 69.62 0.250 0.017 0.483
8532831 360 1-Apr-31 $459,297.79 80.00 0.250 0.017 0.358
8534347 360 1-Apr-31 $968,626.34 64.67 0.250 0.017 0.733
8534788 360 1-May-31 $399,703.14 76.56 0.250 0.017 0.483
8535958 360 1-May-31 $649,467.20 67.71 0.250 0.017 0.000
8537845 360 1-May-31 $339,741.28 80.00 0.250 0.017 0.358
8538774 360 1-May-31 $533,593.66 76.29 0.250 0.017 0.358
8541321 360 1-May-31 $341,739.76 90.00 06 0.250 0.017 0.358
8542962 360 1-May-31 $361,096.81 75.00 0.250 0.017 0.483
8544155 360 1-May-31 $397,697.15 80.00 0.250 0.017 0.358
8545958 360 1-May-31 $325,726.12 39.76 0.250 0.017 0.000
8547297 360 1-Apr-31 $294,560.77 79.73 0.250 0.017 0.483
8549355 360 1-May-31 $354,236.91 41.71 0.250 0.017 0.483
8550581 360 1-May-31 $417,330.00 80.00 0.250 0.017 0.108
8551282 360 1-Apr-31 $363,234.88 75.00 0.250 0.017 0.733
8551463 360 1-Apr-31 $403,926.68 70.00 0.250 0.017 0.233
8551526 360 1-May-31 $339,753.92 80.00 0.250 0.017 0.608
8551690 360 1-May-31 $304,767.92 67.78 0.250 0.017 0.358
8552074 360 1-May-31 $649,517.61 44.83 0.250 0.017 0.483
8553404 360 1-May-31 $336,743.57 73.58 0.250 0.017 0.358
8553697 360 1-Apr-31 $333,103.29 80.00 0.250 0.017 0.483
8556416 360 1-Apr-31 $998,511.06 52.63 0.250 0.017 0.483
8556796 360 1-May-31 $429,544.62 80.00 0.250 0.017 0.733
8556928 360 1-May-31 $319,774.15 80.00 0.250 0.017 0.733
8557103 360 1-May-31 $649,479.21 32.50 0.250 0.017 0.108
8558077 360 1-May-31 $379,710.85 63.33 0.250 0.017 0.358
8558429 360 1-May-31 $999,276.23 41.67 0.250 0.017 0.608
8558724 360 1-May-31 $303,518.87 75.00 0.250 0.017 0.358
8559162 360 1-May-31 $319,744.10 63.54 0.250 0.017 0.108
8559180 360 1-Apr-31 $498,007.40 75.00 0.250 0.017 0.483
8559220 360 1-Apr-31 $439,328.34 80.00 0.250 0.017 0.358
8559637 360 1-May-31 $499,600.16 54.11 0.250 0.017 0.108
8560274 360 1-Apr-31 $299,376.73 73.71 0.250 0.017 0.000
8562383 360 1-Apr-31 $519,165.85 69.33 0.250 0.017 0.108
8563812 360 1-May-31 $370,695.90 70.00 0.250 0.017 0.000
8567064 360 1-May-31 $414,676.26 79.81 0.250 0.017 0.233
8569359 360 1-May-31 $394,699.43 74.53 0.250 0.017 0.358
8569912 360 1-May-31 $329,755.09 54.10 0.250 0.017 0.483
8570706 360 1-May-31 $359,739.44 76.76 0.250 0.017 0.608
8573807 360 1-Apr-31 $509,143.92 60.00 0.250 0.017 0.358
8574025 360 1-Apr-31 $571,604.09 36.35 0.250 0.017 0.233
8574271 360 1-May-31 $344,231.25 87.22 01 0.250 0.017 0.233
8574274 360 1-May-31 $317,464.23 64.84 0.250 0.017 0.483
8574896 360 1-May-31 $386,091.00 80.00 0.250 0.017 0.108
8574966 360 1-Apr-31 $419,258.24 73.68 0.250 0.017 0.358
8575619 360 1-Apr-31 $631,082.24 80.00 0.250 0.017 0.608
8575928 360 1-Apr-31 $354,450.43 67.17 0.250 0.017 0.358
8576499 360 1-Apr-31 $402,384.82 36.64 0.250 0.017 0.358
8576652 360 1-May-31 $649,505.40 60.75 0.250 0.017 0.358
8579156 360 1-Apr-31 $467,285.59 80.00 0.250 0.017 0.358
8579516 360 1-May-31 $339,760.03 80.00 0.250 0.017 0.733
8580036 360 1-May-31 $351,732.15 80.00 0.250 0.017 0.358
8580513 360 1-May-31 $379,709.99 80.00 0.250 0.017 0.483
8580545 360 1-May-31 $379,717.98 80.00 0.250 0.017 0.483
8583104 360 1-May-31 $423,427.56 75.00 0.250 0.017 0.358
8583570 360 1-Apr-31 $370,447.60 72.04 0.250 0.017 0.483
8584012 360 1-May-31 $554,787.96 80.00 0.250 0.017 0.483
8585848 360 1-May-31 $699,480.50 50.00 0.250 0.017 0.483
8586056 360 1-Apr-31 $387,392.83 80.00 0.250 0.017 0.233
8586490 360 1-Apr-31 $357,054.13 80.00 0.250 0.017 0.358
8587158 360 1-May-31 $400,879.17 80.00 0.250 0.017 0.108
8588092 360 1-May-31 $455,553.10 79.98 0.250 0.017 0.358
8588141 360 1-May-31 $914,303.76 53.35 0.250 0.017 0.358
8588763 360 1-May-31 $357,734.31 80.00 0.250 0.017 0.483
8588839 360 1-May-31 $578,559.42 21.05 0.250 0.017 0.358
8589088 360 1-May-31 $334,745.09 72.83 0.250 0.017 0.358
8589239 360 1-May-31 $431,662.62 90.00 13 0.250 0.017 0.233
8589276 360 1-May-31 $705,449.26 33.62 0.250 0.017 0.233
8589649 360 1-Apr-31 $619,029.76 68.13 0.250 0.017 0.233
8589729 360 1-May-31 $839,376.60 56.00 0.250 0.017 0.483
8589845 360 1-May-31 $342,182.86 64.61 0.250 0.017 0.233
8590565 360 1-May-31 $549,549.17 60.31 0.250 0.017 0.000
8590722 360 1-May-31 $350,932.77 80.00 0.250 0.017 0.358
8591672 360 1-May-31 $445,468.22 80.00 0.250 0.017 0.858
8592173 360 1-May-31 $430,863.63 79.12 0.250 0.017 0.233
8598886 360 1-May-31 $314,766.22 92.65 06 0.250 0.017 0.483
8598984 360 1-May-31 $374,714.66 63.03 0.250 0.017 0.358
8600285 360 1-Apr-31 $978,388.73 70.00 0.250 0.017 0.000
8600446 360 1-Apr-31 $599,061.05 80.00 0.250 0.017 0.233
8600469 360 1-Apr-31 $441,273.27 68.00 0.250 0.017 0.000
8602680 360 1-May-31 $519,584.16 74.29 0.250 0.017 0.108
8603020 360 1-May-31 $527,588.11 66.00 0.250 0.017 0.233
8603051 360 1-May-31 $307,213.16 95.00 01 0.250 0.017 0.233
8604263 360 1-May-31 $299,671.81 59.99 0.250 0.017 0.358
8607324 360 1-May-31 $359,719.17 78.26 0.250 0.017 0.233
8608146 360 1-May-31 $355,729.12 69.80 0.250 0.017 0.358
8608592 360 1-May-31 $385,706.28 80.00 0.250 0.017 0.358
8609081 360 1-May-31 $366,713.70 71.96 0.250 0.017 0.233
8610611 360 1-Apr-31 $636,051.55 70.00 0.250 0.017 0.483
8612297 360 1-May-31 $328,749.66 70.00 0.250 0.017 0.358
8613185 360 1-Apr-31 $374,427.56 75.00 0.250 0.017 0.358
8614763 360 1-May-31 $348,139.89 68.99 0.250 0.017 0.358
8615002 360 1-May-31 $710,431.42 66.14 0.250 0.017 0.108
8616029 360 1-May-31 $407,673.73 80.00 0.250 0.017 0.108
8617612 360 1-May-31 $328,743.35 79.28 0.250 0.017 0.233
8618303 360 1-May-31 $323,740.90 80.00 0.250 0.017 0.108
8621579 360 1-May-31 $317,775.56 87.12 12 0.250 0.017 0.733
8622911 360 1-May-31 $319,737.70 40.40 0.250 0.017 0.000
8623356 360 1-May-31 $370,524.81 75.67 0.250 0.017 0.483
8624226 360 1-Apr-31 $594,045.54 70.00 0.250 0.017 0.108
8625229 360 1-May-31 $606,246.75 66.67 0.250 0.017 0.483
8627025 360 1-May-31 $364,742.39 94.81 06 0.250 0.017 0.733
8627307 360 1-May-31 $433,652.94 63.36 0.250 0.017 0.108
8627565 360 1-Apr-31 $823,643.55 75.00 0.250 0.017 0.000
8628366 360 1-May-31 $540,088.72 45.04 0.250 0.017 0.358
8629620 360 1-May-31 $389,695.76 72.22 0.250 0.017 0.233
8631852 360 1-May-31 $458,841.78 80.00 0.250 0.017 0.233
8633388 360 1-May-31 $511,610.41 66.06 0.250 0.017 0.358
8634563 360 1-May-31 $409,672.13 50.55 0.250 0.017 0.108
8636704 360 1-May-31 $342,925.55 80.00 0.250 0.017 0.108
8638765 360 1-May-31 $420,695.29 79.73 0.250 0.017 0.608
8641952 360 1-May-31 $394,899.28 80.00 0.250 0.017 0.358
8643367 360 1-May-31 $313,748.90 68.26 0.250 0.017 0.108
8647980 360 1-May-31 $425,176.23 67.43 0.250 0.017 0.358
8652038 360 1-May-31 $338,742.05 69.90 0.250 0.017 0.358
8653177 360 1-May-31 $311,762.59 74.29 0.250 0.017 0.358
8656580 360 1-May-31 $399,672.12 66.67 0.250 0.017 0.000
8657948 360 1-May-31 $367,206.11 75.00 0.250 0.017 0.108
8665458 360 1-May-31 $558,795.27 80.00 0.250 0.017 0.608
8671288 360 1-May-31 $638,688.84 80.00 0.250 0.017 0.108
8671411 360 1-May-31 $336,737.11 37.65 0.250 0.017 0.233
9001881 360 1-Mar-31 $362,799.81 86.55 33 0.250 0.017 1.233
9002659 360 1-Feb-31 $321,557.38 75.00 0.250 0.017 0.608
9003448 360 1-Feb-31 $373,579.40 50.68 0.250 0.017 0.983
9005052 360 1-Feb-31 $303,111.45 80.00 0.250 0.017 0.608
9006427 360 1-Feb-31 $321,483.43 75.00 0.250 0.017 0.983
9007537 360 1-Feb-31 $289,152.35 71.08 0.250 0.017 0.608
9010155 360 1-Feb-31 $346,780.92 79.99 0.250 0.017 1.108
9010515 240 1-Mar-21 $291,402.64 79.19 0.250 0.017 0.483
9010659 360 1-Mar-31 $311,283.38 80.00 0.250 0.017 0.358
9011612 360 1-Mar-31 $489,380.88 80.00 0.250 0.017 0.858
9011954 360 1-Mar-31 $280,760.99 75.00 0.250 0.017 1.733
9012841 360 1-Mar-31 $296,910.79 80.00 0.250 0.017 1.108
9013159 360 1-Mar-31 $317,286.99 52.13 0.250 0.017 0.733
9013422 360 1-Mar-31 $576,798.83 68.00 0.250 0.017 0.858
9013577 360 1-Mar-31 $385,293.49 67.72 0.250 0.017 1.483
9013821 360 1-Mar-31 $423,999.36 64.89 0.250 0.017 0.233
9014448 360 1-Mar-31 $648,779.49 50.00 0.250 0.017 1.358
9014486 360 1-Mar-31 $284,464.84 53.77 0.250 0.017 1.358
9014884 360 1-Mar-31 $583,784.26 45.00 0.250 0.017 0.858
9015194 360 1-Mar-31 $403,144.12 45.00 0.250 0.017 1.358
9017050 360 1-Mar-31 $367,306.04 46.00 0.250 0.017 1.358
9018727 360 1-Mar-31 $387,152.17 80.00 0.250 0.017 0.608
9026102 360 1-Mar-31 $398,106.08 70.00 0.250 0.017 0.483
9026155 360 1-Mar-31 $335,228.27 64.62 0.250 0.017 0.358
9055344 360 1-Apr-31 $311,455.57 80.00 0.250 0.017 0.483
9058315 360 1-Mar-31 $293,213.66 70.00 0.250 0.017 0.108
9058443 360 1-Mar-31 $334,682.51 67.16 0.250 0.017 0.233
9058496 360 1-Mar-31 $379,127.20 80.00 0.250 0.017 0.358
9058525 360 1-Mar-31 $860,711.83 46.62 0.250 0.017 0.733
9058637 360 1-Mar-31 $621,830.19 64.90 0.250 0.017 1.358
9058885 360 1-Mar-31 $397,127.32 72.36 0.250 0.017 0.608
9062844 360 1-Mar-31 $414,046.80 75.45 0.250 0.017 0.358
9063681 360 1-Mar-31 $324,013.74 58.04 0.250 0.017 0.483
9063695 360 1-Mar-31 $341,357.82 51.82 0.250 0.017 1.358
9063929 360 1-Apr-31 $315,605.81 60.77 0.250 0.017 1.358
9063946 360 1-Mar-31 $359,306.57 62.07 0.250 0.017 1.233
9064212 360 1-Mar-31 $647,401.78 60.92 0.250 0.017 0.858
9064262 360 1-Apr-31 $344,558.50 74.51 0.250 0.017 1.233
9064853 360 1-Mar-31 $307,171.83 45.29 0.250 0.017 1.483
9065373 360 1-Mar-31 $421,100.69 80.00 0.250 0.017 0.733
9066438 360 1-Mar-31 $467,868.15 70.00 0.250 0.017 0.108
9066501 360 1-Mar-31 $823,197.26 50.00 0.250 0.017 0.608
9066574 360 1-Mar-31 $309,322.61 76.11 0.250 0.017 0.608
9068028 360 1-Apr-31 $411,870.31 75.00 0.250 0.017 0.358
9068170 360 1-Mar-31 $360,490.83 79.63 0.250 0.017 0.983
9068344 360 1-Feb-31 $318,097.27 80.00 0.250 0.017 0.733
9068847 360 1-Mar-31 $340,126.67 80.00 0.250 0.017 1.108
9068995 360 1-Mar-31 $376,134.09 69.81 0.250 0.017 0.358
9069278 360 1-Mar-31 $428,062.56 72.71 0.250 0.017 0.608
9069455 360 1-Mar-31 $558,745.36 67.07 0.250 0.017 0.483
9069495 360 1-Apr-31 $301,832.61 66.72 0.250 0.017 0.858
9070470 360 1-Mar-31 $491,867.67 51.41 0.250 0.017 0.358
9071664 360 1-Apr-31 $469,282.52 39.17 0.250 0.017 0.358
9072365 360 1-Apr-31 $519,367.73 58.10 0.250 0.017 1.483
9079439 360 1-May-31 $447,650.52 80.00 0.250 0.017 0.233
9210675 360 1-Apr-31 $389,404.64 68.42 0.250 0.017 0.358
9210742 360 1-Apr-31 $349,452.27 79.55 0.250 0.017 0.233
9211584 360 1-Apr-31 $454,339.26 51.70 0.250 0.017 0.608
9214079 360 1-Apr-31 $315,517.61 60.19 0.250 0.017 0.358
9218639 360 1-Apr-31 $621,262.90 60.86 0.250 0.017 1.608
9232067 360 1-Apr-31 $356,005.40 71.54 0.250 0.017 0.608
9232711 360 1-Apr-31 $298,826.21 59.85 0.250 0.017 0.733
9233615 360 1-Apr-31 $448,763.58 64.20 0.250 0.017 0.733
9234062 360 1-Apr-31 $304,379.08 80.00 0.250 0.017 0.858
9234262 360 1-Apr-31 $329,920.22 80.00 0.250 0.017 0.608
9234499 360 1-Apr-31 $647,082.33 36.00 0.250 0.017 0.733
9235175 360 1-Mar-31 $292,659.10 70.00 0.250 0.017 0.608
9235187 360 1-Mar-31 $598,983.41 80.00 0.250 0.017 1.858
9265369 360 1-Apr-31 $596,875.51 69.36 0.250 0.017 0.000
9265744 360 1-Apr-31 $559,206.96 80.00 0.250 0.017 0.733
9266051 360 1-Apr-31 $317,538.21 75.00 0.250 0.017 0.608
$220,964,712.84
COUNT: 515
WAC: 7.520641425
WAM: 357.1287494
WALTV: 68.64104645
EXHIBIT F-2
[Schedule of Type 2 Mortgage Loans in Group I]
WFMBS
WFMBS 2001-15 EXHIBIT F-2 Group I Loans
30 YEAR FIXED RATE NON-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
-------- ------------------ ----- ------ --------- -------- -------- ----------
8123252 SUNNYVALE CA 94086 SFD 7.875 6.750 $ 3,290.44
8129742 ESCONDIDO CA 92027 PUD 7.875 6.750 $ 2,063.67
8187011 EL DORADO HILLS CA 95762 PUD 7.875 6.750 $ 2,128.55
8213265 SAN JOSE CA 95125 SFD 7.875 6.750 $ 2,393.71
WFMBS
WFMBS 2001-15 EXHIBIT F-2 Group I Loans
30 YEAR FIXED RATE NON-RELOCATION LOANS
(continued)
(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
-------- -------- ---------- -------------- ------ --------- ---------- -------- ----------------------
8123252 360 1-Jun-30 $ 449,923.70 80.00 0.250 0.017 0.858
8129742 360 1-Jul-30 $ 282,390.03 79.99 0.250 0.017 0.858
8187011 360 1-Jul-30 $ 291,268.71 80.00 0.250 0.017 0.858
8213265 360 1-Jul-30 $ 327,552.57 57.89 0.250 0.017 0.858
$ 1,351,135.01
COUNT: 4
WAC: 7.875
WAM: 348.6670032
WALTV: 74.63783325
EXHIBIT F-3A
[Schedule of Other Servicer Mortgage Loans in Group I]
WFMBS
WFMBS 2001-15 EXHIBIT F-3A Group I Loans
30 YEAR FIXED RATE NON-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
-------- ------------------------------------------------------------- -------- ----------
5835190 LAKE ST CROIX BEACH MN 55043 SFD 7.250 6.750 $ 865.68
5871392 NEVADA CITY CA 95959 SFD 8.500 6.750 $ 3,252.50
5889641 SAN DIEGO CA 92124 SFD 8.125 6.750 $ 2,405.69
5906136 GRANITE BAY CA 95746 SFD 8.000 6.750 $ 2,183.68
5911393 WESTERN SPRINGS IL 60558 SFD 8.500 6.750 $ 1,937.66
5921539 SANTA ROSA CA 95409 SFD 7.875 6.750 $ 3,590.55
5922329 DAVENPORT IA 52803 SFD 8.125 6.750 $ 2,572.04
5937593 SARASOTA FL 34238 SFD 7.500 6.750 $ 2,342.37
5943859 KNOXVILLE TN 37922 SFD 7.000 6.733 $ 2,927.34
5944297 PEORIA AZ 85382 SFD 7.375 6.750 $ 2,213.06
5949055 SANTA FE NM 87501 SFD 7.500 6.750 $ 3,408.68
5953693 HARVEY CEDARS NJ 08008 SFD 7.125 6.750 $ 3,085.64
5955520 ASHBURN VA 20148 SFD 7.375 6.750 $ 2,293.04
5959549 TREDYFFRIN PA 19333 SFD 6.500 6.233 $ 2,578.84
5962367 TULSA OK 74132 SFD 7.500 6.750 $ 3,817.71
5962701 LAGUNA NIGUEL CA 92677 SFD 7.625 6.750 $ 2,654.23
5963035 ALBANY CA 94706 SFD 7.875 6.750 $ 2,986.92
5963116 SAN JOSE CA 95121 SFD 7.250 6.750 $ 2,455.83
5970335 MARIETTA GA 30062 SFD 8.000 6.750 $ 2,341.06
5972262 MARIETTA GA 30068 PUD 7.250 6.750 $ 2,210.25
5972355 GROSSE POINTE SHORES MI 48236 SFD 7.250 6.750 $ 3,751.97
5972418 HIGHLAND PARK IL 60035 SFD 8.500 6.750 $ 2,245.23
5973044 SANTA FE NM 87505 SFD 7.125 6.750 $ 1,121.07
5974949 NEW ROCHELLE NY 10805 SFD 7.750 6.750 $ 2,246.67
5975274 EASTON CT 06612 SFD 7.750 6.750 $ 3,940.27
5975394 FULLERTON CA 92833 SFD 7.250 6.750 $ 2,363.75
5975538 VERNON HILLS IL 60061 SFD 8.250 6.750 $ 2,854.81
5976926 LAKEWOOD OH 44107 SFD 7.375 6.750 $ 2,182.54
5977052 BRIARCLIFF MANOR NY 10510 SFD 7.125 6.750 $ 2,290.64
5977399 FAIRFIELD CT 06430 SFD 7.000 6.733 $ 2,631.28
5978436 ROCKVILLE CENTRE NY 11570 SFD 7.625 6.750 $ 2,795.79
5979170 RAMSEY NJ 07446 SFD 6.750 6.483 $ 1,976.93
5979540 SCARSDALE NY 10583 SFD 7.125 6.750 $ 2,102.00
5979748 CHICAGO IL 60615 SFD 7.750 6.750 $ 2,600.58
5979798 RENO NV 89509 SFD 7.750 6.750 $ 2,779.68
5979823 FALMOUTH ME 04105 SFD 7.750 6.750 $ 2,220.88
5979858 PLAINSBORO NJ 08536 SFD 7.000 6.733 $ 2,262.03
5980812 MONROE CT 06468 SFD 7.625 6.750 $ 2,307.41
5980871 KATONAH NY 10536 SFD 7.750 6.750 $ 2,579.08
5981145 SAN DIEGO CA 92109 SFD 7.875 6.750 $ 2,298.47
5983272 MIAMI FL 33137 SFD 7.375 6.750 $ 9,331.03
5983768 LAYTONVILLE MD 20882 SFD 7.625 6.750 $ 3,892.87
5983794 FRISCO TX 75034 SFD 7.375 6.750 $ 2,302.71
5984587 WASHINGTON DC 20001 SFD 6.625 6.358 $ 2,766.15
5989810 THE WOODLANDS TX 77382 SFD 6.625 6.358 $ 1,299.84
6007963 PEWAUKEE WI 53072 SFD 7.250 6.750 $ 2,408.08
6009387 ONEIDA WI 54155 SFD 7.500 6.750 $ 3,094.02
COUNT: 47
WAC: 7.505371442
WAM: 356.0407592
WALTV: 73.7528995
WFMBS
WFMBS 2001-15 EXHIBIT F-3A Group I Loans
30 YEAR FIXED RATE NON-RELOCATION LOANS (continued)
(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
-------- -------- ----------- -------------- ------ --------- ---------- -------- ---------------------
5835190 360 1-Apr-31 $126,701.42 90.00 38 0.250 0.017 0.233
5871392 360 1-Nov-30 $420,762.46 69.34 0.250 0.017 1.483
5889641 360 1-Jan-31 $322,925.85 80.00 0.250 0.017 1.108
5906136 360 1-Jan-31 $296,588.20 80.00 0.250 0.017 0.983
5911393 360 1-Jan-31 $251,225.81 80.00 0.250 0.017 1.483
5921539 360 1-Apr-31 $494,516.16 80.00 0.250 0.017 0.858
5922329 300 1-Jan-26 $327,978.36 65.29 0.250 0.017 1.108
5937593 360 1-Apr-31 $334,501.21 69.07 0.250 0.017 0.483
5943859 360 1-Dec-30 $437,804.11 67.69 0.250 0.017 0.000
5944297 360 1-Mar-31 $319,684.06 80.00 0.250 0.017 0.358
5949055 360 1-Apr-31 $486,774.13 72.76 0.250 0.017 0.483
5953693 360 1-Mar-31 $456,738.55 57.25 0.250 0.017 0.108
5955520 360 1-Apr-31 $331,493.20 80.00 0.250 0.017 0.358
5959549 360 1-May-31 $407,631.16 80.00 0.250 0.017 0.000
5962367 360 1-May-31 $545,594.79 58.09 0.250 0.017 0.483
5962701 360 1-Mar-31 $374,178.09 78.95 0.250 0.017 0.608
5963035 360 1-Mar-31 $411,093.91 74.90 0.250 0.017 0.858
5963116 360 1-Mar-31 $359,051.81 79.12 0.250 0.017 0.233
5970335 357 1-Dec-30 $317,740.45 63.43 0.250 0.017 0.983
5972262 360 1-Mar-31 $323,237.16 78.07 0.250 0.017 0.233
5972355 360 1-Mar-31 $548,705.05 75.86 0.250 0.017 0.233
5972418 360 1-Mar-31 $291,465.54 67.91 0.250 0.017 1.483
5973044 360 1-Mar-31 $165,892.04 80.00 0.250 0.017 0.108
5974949 360 1-Mar-31 $312,900.03 80.00 0.250 0.017 0.733
5975274 360 1-Mar-31 $548,827.90 70.60 0.250 0.017 0.733
5975394 360 1-Apr-31 $345,957.76 90.00 06 0.250 0.017 0.233
5975538 360 1-Apr-31 $379,513.71 65.52 0.250 0.017 1.233
5976926 360 1-Apr-31 $315,517.61 80.00 0.250 0.017 0.358
5977052 360 1-Mar-31 $339,179.48 80.00 0.250 0.017 0.108
5977399 360 1-Apr-31 $394,849.71 70.00 0.250 0.017 0.000
5978436 360 1-Apr-31 $392,706.36 72.48 0.250 0.017 0.608
5979170 360 1-Apr-31 $304,217.09 80.00 0.250 0.017 0.000
5979540 360 1-Apr-31 $311,499.52 80.00 0.250 0.017 0.108
5979748 360 1-Apr-31 $362,317.61 84.42 13 0.250 0.017 0.733
5979798 360 1-Apr-31 $387,450.53 80.00 0.250 0.017 0.733
5979823 360 1-Apr-31 $308,876.41 53.73 0.250 0.017 0.733
5979858 360 1-Apr-31 $339,440.98 68.48 0.250 0.017 0.000
5980812 360 1-Apr-31 $325,526.60 77.07 0.250 0.017 0.608
5980871 360 1-Apr-31 $359,490.20 80.00 0.250 0.017 0.733
5981145 360 1-Apr-31 $316,562.25 74.59 0.250 0.017 0.858
5983272 360 1-Mar-31 $1,347,896.98 70.00 0.250 0.017 0.358
5983768 360 1-Mar-31 $548,798.16 66.27 0.250 0.017 0.608
5983794 360 1-Apr-31 $332,891.06 79.99 0.250 0.017 0.358
5984587 360 1-Apr-31 $431,235.60 69.12 0.250 0.017 0.000
5989810 360 1-Jan-31 $202,094.51 80.00 0.250 0.017 0.000
6007963 360 1-May-31 $352,724.63 79.33 0.250 0.017 0.233
6009387 360 1-Jan-31 $440,837.37 75.00 0.250 0.017 0.483
$18,053,595.58
WFMBS
WFHMI 2001-15 Exhibit F-3A
30 YEAR FIXED RATE NON-RELOCATION LOANS (continued)
(i) (xvii) (xviii)
-------- --------------------------- -------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- --------------------------- -------------------------------
5835190 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
5871392 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5889641 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5906136 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5911393 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5921539 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5922329 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5937593 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5943859 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5944297 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949055 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5953693 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5955520 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959549 FIRSTAR FIRSTAR
5962367 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
5962701 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963035 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963116 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970335 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972262 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972355 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972418 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973044 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5974949 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5975274 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975394 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975538 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5976926 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5977052 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5977399 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5978436 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5979170 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5979540 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5979748 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5979798 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5979823 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5979858 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5980812 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5980871 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5981145 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5983272 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983768 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5983794 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5984587 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5989810 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6007963 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
6009387 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
COUNT: 47
WAC: 7.505371442
WAM: 356.0407592
WALTV: 73.7528995
EXHIBIT F-3B
[Schedule of Other Servicer Mortgage Loans in Group II]
WFMBS
WFMBS 2001-15 EXHIBIT F-3B Group II Loans
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
------------ --------------------------- ----- ------ -------- -------- -------- ---------- --------
5832321 ALEXANDRIA MN 56308 SFD 7.500 6.750 $ 755.15 360
5832329 MANKATO MN 56001 SFD 7.125 6.750 $ 1,280.07 360
5843632 LLOYD HARBOR NY 11743 SFD 8.750 6.750 $11,800.51 360
5871299 SANTA ANA CA 92705 SFD 8.625 6.750 $ 2,628.15 360
5878627 CLEARWATER FL 33761 SFD 8.875 6.750 $ 2,864.32 360
5888551 HALF MOON BAY COLONY MONT CA 94037 SFD 8.500 6.750 $ 5,848.85 360
5893264 KINGSVILLE MD 21087 SFD 8.000 6.750 $ 4,079.74 360
5905321 HIGHLANDS RANCH CO 80126 SFD 8.000 6.750 $ 4,387.92 360
5905501 LAKEWOOD WA 98499 SFD 8.875 6.750 $ 7,956.45 360
5909731 AUSTIN TX 78738 SFD 8.625 6.750 $ 2,973.74 350
5909927 DELRAY BEACH FL 33484 PUD 8.625 6.750 $ 5,755.64 360
5914370 FISHERS IN 46038 SFD 8.250 6.750 $ 9,766.47 360
5919389 LONGBOAT KEY FL 34228 SFD 7.000 6.733 $ 5,495.40 360
5935775 ALAMEDA CA 94501 SFD 7.375 6.750 $ 2,210.16 360
5939806 RAMONA CA 92065 SFD 7.375 6.750 $ 2,016.77 360
5943473 SCOTTSDALE AZ 85258 SFD 7.375 6.750 $ 2,044.40 360
5947355 SCHWENKSVILLE PA 19473 SFD 7.750 6.750 $ 2,596.85 360
5947946 NORTH HAVEN NY 11963 SFD 7.875 6.750 $ 2,381.86 360
5953897 ALEXANDRIA VA 22315 SFD 7.625 6.750 $ 2,406.50 360
5953925 CLARKSTON MI 48348 SFD 7.375 6.750 $ 6,225.75 360
5954166 INDIANAPOLIS IN 46256 SFD 8.375 6.750 $ 3,187.75 360
5958580 SANTA BARBARA CA 93109 SFD 7.375 6.750 $ 5,663.54 360
5959218 LAWRENCE NY 11559 SFD 7.500 6.750 $ 3,496.00 360
5960089 WOODLAND HILLS AREA CA 91364 SFD 7.250 6.750 $ 2,908.80 360
5960132 LAGUNA BEACH CA 92651 LCO 7.875 6.750 $ 2,780.64 360
5960146 SEBASTOPOL CA 95472 SFD 7.750 6.750 $ 3,080.57 360
5960155 TRACY CA 95377 SFD 7.625 6.750 $ 2,129.75 360
5960167 SANTA ROSA CA 95403 SFD 7.375 6.750 $ 3,591.51 360
5961622 LIVERMORE CA 94550 SFD 7.875 6.750 $ 2,653.75 360
5961636 WALNUT CREEK CA 94596 SFD 7.750 6.750 $ 2,930.13 360
5961646 ANN ARBOR MI 48104 SFD 7.750 6.750 $ 5,373.09 360
5961747 MILPITAS CA 95035 SFD 7.625 6.750 $ 3,131.99 360
5961795 VALLEY CENTER CA 92082 SFD 7.375 6.750 $ 2,900.84 360
5961932 SAN JOSE CA 95133 SFD 7.875 6.750 $ 2,900.28 360
5961940 LIVERMORE CA 94550 SFD 7.375 6.750 $ 4,102.61 360
5961950 KELSEYVILLE CA 95451 SFD 7.875 6.750 $ 993.35 360
5961951 FALLBROOK CA 92028 SFD 7.250 6.750 $ 2,387.62 360
5961964 EL DORADO HILLS CA 95762 SFD 7.625 6.750 $ 2,349.88 360
5961970 WALNUT CREEK CA 94596 SFD 7.250 6.750 $ 2,210.25 360
5961984 UNION CITY CA 94587 SFD 7.500 6.750 $ 3,076.54 360
5961988 PORTLAND OR 97225 SFD 6.875 6.608 $ 2,667.13 360
5961998 RANCHO SANTA FE CA 92067 SFD 7.750 6.750 $ 4,191.01 360
5962013 MILL VALLEY CA 94941 LCO 7.250 6.750 $ 2,380.80 360
5962029 SARATOGA CA 95070 SFD 7.500 6.750 $ 3,013.61 360
5962038 BERKELEY CA 94708 SFD 8.125 6.750 $ 3,751.84 360
5962052 TINLEY PARK IL 60477 LCO 8.125 6.750 $ 642.26 360
5962073 FREMONT CA 94539 PUD 8.125 6.750 $ 2,598.74 360
5962083 ENCINITAS CA 92024 SFD 7.375 6.750 $ 2,514.06 360
5962100 SAN PEDRO AREA CA 90731 SFD 7.250 6.750 $ 2,182.96 360
5962354 FAIRFIELD CA 94533 SFD 7.875 6.750 $ 2,233.21 360
5962442 SAN DIEGO CA 92116 SFD 7.875 6.750 $ 3,719.61 360
5962466 GILROY CA 95020 SFD 7.250 6.750 $ 2,026.06 360
5962495 TEMPE AZ 85284 SFD 8.000 6.750 $ 2,179.28 360
5962505 SALINAS CA 93908 SFD 7.500 6.750 $ 2,847.90 360
5962520 SAN JOSE CA 95112 SFD 7.500 6.750 $ 2,125.61 360
5962546 CAMARILLO CA 93010 SFD 7.125 6.750 $ 2,155.90 360
5962557 PLEASANTON CA 94588 PUD 7.750 6.750 $ 2,328.34 360
5962571 LODI CA 95240 SFD 7.625 6.750 $ 2,916.11 360
5962579 CAMPBELL CA 95008 SFD 7.375 6.750 $ 3,418.84 360
5962589 LAFAYETTE CA 94549 SFD 7.500 6.750 $ 3,635.92 360
5962603 SANTA CLARA CA 95051 SFD 7.625 6.750 $ 3,110.05 360
5962614 SAN DIEGO CA 92130 SFD 8.125 6.750 $ 3,972.36 360
5962623 SAN DIEGO CA 92127 SFD 7.625 6.750 $ 2,675.46 360
5962636 SAN JOSE CA 95136 SFD 7.375 6.750 $ 2,208.09 360
5962665 RIPON CA 95366 SFD 7.625 6.750 $ 1,787.89 360
5962685 VENTURA CA 93003 SFD 7.625 6.750 $ 4,600.66 360
5962690 FREMONT CA 94536 SFD 7.500 6.750 $ 2,237.49 360
5963135 SOLANA BEACH CA 92075 LCO 8.125 6.750 $ 2,969.99 360
5963142 NEEDHAM MA 02492 SFD 7.750 6.750 $ 3,402.96 360
5963148 FAIR OAKS CA 95628 SFD 7.750 6.750 $ 2,127.74 360
5963153 PHOENIX AZ 85028 SFD 7.500 6.750 $ 2,153.58 360
5963419 DISCOVERY BAY CA 94514 SFD 7.750 6.750 $ 3,008.93 360
5963436 ROWLAND HEIGHTS CA 91748 SFD 7.375 6.750 $ 2,762.70 360
5963468 FREMONT CA 94536 SFD 7.500 6.750 $ 2,455.64 360
5963494 SEATTLE WA 98119 SFD 7.250 6.750 $ 2,892.43 360
5963614 SALINAS CA 93908 SFD 7.625 6.750 $ 3,173.39 360
5963625 CRESTLINE CA 92325 SFD 7.500 6.750 $ 981.70 360
5963633 MARTINEZ CA 94553 SFD 7.500 6.750 $ 4,020.48 360
5963635 SAN RAMON CA 94583 SFD 7.500 6.750 $ 3,873.65 360
5963649 PHOENIX AZ 85003 SFD 7.750 6.750 $ 2,166.43 360
5963650 SANTA CLARA CA 95051 SFD 7.750 6.750 $ 2,256.70 360
5963660 MANDEVILLE LA 70448 SFD 7.625 6.750 $ 2,272.02 360
5963667 CAMPBELL CA 95008 SFD 7.750 6.750 $ 3,868.63 360
5963672 BELLEAIR FL 33756 SFD 8.125 6.750 $ 2,598.74 360
5963700 SAN DIEGO CA 92124 SFD 7.500 6.750 $ 2,069.67 360
5963734 OAKLAND CA 94611 SFD 7.500 6.750 $ 2,459.49 360
5963774 NOVATO CA 94947 SFD 7.375 6.750 $ 2,375.92 360
5963786 PLEASANTON CA 94588 SFD 7.375 6.750 $ 3,005.82 360
5963797 FORT BRAGG CA 95437 SFD 8.125 6.750 $ 3,712.49 360
5963810 ATLANTA GA 30327 SFD 8.125 6.750 $ 3,266.99 360
5963824 LA MESA CA 91941 SFD 7.375 6.750 $ 2,369.02 360
5963834 SAN DIEGO CA 92130 SFD 7.500 6.750 $ 2,388.52 360
5963837 LOS ANGELES CA 90038 MF2 8.000 6.750 $ 1,232.72 360
5963839 WEST HOLLYWOOD CA 90069 SFD 7.875 6.750 $ 2,283.97 360
5963855 BELLEVUE WA 98006 SFD 7.375 6.750 $ 3,259.99 360
5963872 HOLLISTER CA 95023 SFD 7.375 6.750 $ 3,425.06 360
5963885 SOUTH SAN FRANCISCO CA 94080 SFD 7.750 6.750 $ 2,786.84 360
5963929 FOSTER CITY CA 94404 SFD 7.750 6.750 $ 3,417.29 360
5964011 SAN DIEGO CA 92114 SFD 7.750 6.750 $ 1,002.98 360
5964031 ESCONDIDO CA 92027 SFD 7.750 6.750 $ 1,253.72 360
5964038 SAN FRANCISCO CA 94121 SFD 7.500 6.750 $ 3,041.58 360
5964041 ANTIOCH CA 94509 SFD 7.250 6.750 $ 2,571.46 360
5964050 EL DORADO HILLS CA 95741 SFD 7.500 6.750 $ 3,076.54 360
5964058 FREMONT CA 94539 SFD 8.125 6.750 $ 3,350.15 360
5964060 SCOTTSDALE AZ 85258 PUD 7.500 6.750 $ 3,310.78 360
5964080 PLEASANTON CA 94588 SFD 7.500 6.750 $ 3,321.27 360
5964086 ALAMEDA CA 94501 SFD 7.500 6.750 $ 2,307.41 360
5964089 ATLANTA GA 30327 SFD 7.375 6.750 $ 2,507.15 360
5964096 PLEASANTON CA 94566 SFD 7.875 6.750 $ 3,734.11 360
5964098 ALAMEDA CA 94502 SFD 7.625 6.750 $ 3,185.07 360
5964102 SAN JOSE CA 95124 SFD 7.875 6.750 $ 2,769.77 360
5964111 SAN JOSE CA 95116 SFD 8.625 6.750 $ 2,840.88 360
5964140 HAYWARD CA 94541 SFD 7.750 6.750 $ 3,116.39 360
5964153 LIVERMORE CA 94550 SFD 7.500 6.750 $ 2,831.82 360
5964159 LIVERMORE CA 94550 SFD 7.500 6.750 $ 2,838.81 360
5964160 SAN JOSE CA 95130 SFD 7.000 6.733 $ 2,561.41 360
5964166 IRVINE CA 92618 SFD 8.250 6.750 $ 3,865.27 360
5964170 SAN DIEGO CA 92128 SFD 7.875 6.750 $ 3,096.05 360
5964175 SAN CLEMENTE CA 92673 SFD 7.500 6.750 $ 2,520.67 360
5964188 ROHNERT PARK CA 94928 SFD 7.250 6.750 $ 2,619.56 360
5964740 CASTRO VALLEY CA 94546 SFD 7.375 6.750 $ 2,148.00 360
5964749 PRESTON WA 98050 SFD 7.625 6.750 $ 3,467.48 360
5964759 SAN JOSE CA 95132 SFD 7.625 6.750 $ 2,322.27 360
5964768 DUBLIN CA 94568 SFD 7.500 6.750 $ 2,304.61 360
5964965 TACOMA WA 98406 SFD 7.250 6.750 $ 4,229.15 360
5964979 POTOMAC MD 20854 SFD 7.750 6.750 $ 7,705.73 360
5966208 YORBA LINDA CA 92886 SFD 7.500 6.750 $ 3,321.27 360
5966228 CARLSBAD CA 92008 SFD 7.500 6.750 $ 2,129.11 360
5966237 HOPEDALE MA 01747 SFD 8.125 6.750 $ 2,111.66 360
5966246 BELMONT MA 02478 SFD 7.500 6.750 $ 2,489.20 360
5966264 BROOKLINE MA 02446 HCO 7.750 6.750 $ 3,324.15 360
5966274 LEMONT IL 60439 SFD 7.750 6.750 $ 2,657.89 360
5969431 ARLINGTON VA 22207 SFD 7.375 6.750 $ 3,453.38 360
5969443 LAKEWOOD CO 80215 SFD 7.750 6.750 $ 2,686.55 360
5969455 COLUMBUS OH 43221 SFD 7.500 6.750 $ 3,104.52 360
5969479 MANALAPAN NJ 08820 SFD 7.875 6.750 $ 3,655.80 360
5969487 BOULDER CO 80304 SFD 7.375 6.750 $ 2,068.23 360
5969490 BEAVERTON OR 97007 SFD 7.625 6.750 $ 2,017.22 360
5969509 STAFFORD NJ 08058 SFD 7.500 6.750 $ 2,265.46 360
5969524 CEDAR PARK TX 78613 SFD 7.375 6.750 $ 690.68 360
5969539 BEAVERTON OR 97007 SFD 7.500 6.750 $ 587.35 360
5969558 BETHESDA MD 20817 SFD 7.375 6.750 $ 4,012.82 360
5969596 CHANDLER AZ 85249 SFD 7.375 6.750 $ 2,577.60 360
5969645 MONUMENT CO 80132 SFD 7.500 6.750 $ 4,111.39 360
5969675 LAS VEGAS NV 89110 SFD 7.500 6.750 $ 1,725.32 360
5970350 BUFFALO GROVE IL 60089 SFD 7.500 6.750 $ 2,936.71 360
5970361 OAK PARK IL 60302 SFD 7.500 6.750 $ 2,097.65 360
5970371 WINCHESTER VA 22601 SFD 7.500 6.750 $ 2,008.15 360
5970384 BOULDER CO 80304 SFD 7.500 6.750 $ 3,887.63 360
5970402 PALOS HEIGHTS IL 60463 SFD 8.125 6.750 $ 482.62 360
5970411 LAKE VILLA IL 60046 SFD 7.875 6.750 $ 580.06 360
5970441 TEWKSBURY MA 01878 SFD 7.625 6.750 $ 2,371.11 360
5970459 NATICK MA 01760 SFD 7.875 6.750 $ 2,283.97 360
5970471 NAPERVILLE IL 60565 SFD 8.375 6.750 $ 2,249.81 360
5972208 ALISO VIEJO CA 92656 SFD 7.375 6.750 $ 2,704.00 360
5972213 HOBOKEN NJ 07030 SFD 8.125 6.750 $ 2,548.26 360
5972228 LAFAYETTE CO 80026 SFD 7.500 6.750 $ 2,403.10 360
5972240 GERMANTOWN MD 20874 SFD 7.250 6.750 $ 3,410.89 360
5973090 JEFFERSONVILLE NY 12748 SFD 7.875 6.750 $ 3,625.35 360
5973100 WELLESLEY MA 02481 SFD 7.625 6.750 $ 7,042.55 360
5973112 MORRISON CO 80465 SFD 7.375 6.750 $ 3,038.97 360
5973119 BROOKVILLE MD 20833 SFD 7.750 6.750 $ 3,524.75 360
5973124 LAFAYETTE CO 80026 SFD 7.375 6.750 $ 3,398.13 360
5973141 FAIRFAX VA 22032 SFD 8.000 6.750 $ 2,205.03 357
5973157 RINGOES NJ 08551 SFD 7.625 6.750 $ 2,477.28 360
5973411 FALLBROOK CA 92028 SFD 8.000 6.750 $ 3,852.27 360
5973429 DOWNERS GROVE IL 60515 SFD 7.500 6.750 $ 2,330.84 360
5973440 SCOTTSDALE AZ 85259 SFD 7.500 6.750 $ 3,244.36 360
5973460 KANSAS CITY MO 64112 HCO 7.750 6.750 $ 2,865.65 360
5973480 LEAWOOD KS 66224 SFD 7.375 6.750 $ 3,978.29 360
5973499 CHICAGO IL 60657 LCO 8.000 6.750 $ 2,127.92 360
5973671 WEST LINN OR 97068 SFD 7.375 6.750 $ 2,210.17 360
5973681 ANTIOCH CA 94509 SFD 7.500 6.750 $ 2,279.44 360
5973690 KELLER TX 76248 SFD 7.750 6.750 $ 2,477.00 360
5973709 MT AIRY MD 21771 SFD 7.625 6.750 $ 3,397.41 360
5974292 HILTON HEAD ISLAND SC 29926 SFD 7.250 6.750 $ 2,217.08 360
5974302 CENTREVILLE VA 20120 SFD 7.375 6.750 $ 3,876.07 360
5974312 GREAT NECK NY 11020 SFD 7.250 6.750 $ 2,725.30 360
5974656 GAINESVILLE GA 30506 SFD 8.000 6.750 $ 2,612.21 360
5974667 GAITHERSBURG MD 20882 SFD 7.500 6.750 $ 2,545.15 360
5974685 ASHBURN VA 20147 SFD 7.375 6.750 $ 2,403.55 360
5974700 CHEVY CHASE MD 20815 SFD 7.750 6.750 $ 2,629.24 360
5974707 UNIVERSITY PARK TX 75205 SFD 7.500 6.750 $ 4,251.23 360
5975137 SEA ISLE CITY NJ 08243 LCO 7.875 6.750 $ 3,103.30 360
5975187 SAN JOSE CA 95131 SFD 7.250 6.750 $ 2,899.25 360
5975195 ARCADIA CA 91006 HCO 7.250 6.750 $ 2,073.82 360
5975203 FOLSOM CA 95630 SFD 7.375 6.750 $ 2,462.26 360
5975224 SEBASTOPOL CA 95472 SFD 7.500 6.750 $ 2,447.25 360
5975225 SAN JOSE CA 95116 SFD 7.750 6.750 $ 3,077.71 360
5975247 FAIRFIELD CA 94533 SFD 7.625 6.750 $ 2,264.94 360
5975315 SAN JOSE CA 95111 SFD 7.375 6.750 $ 2,369.02 360
5975355 ANNAPOLIS MD 21403 SFD 8.000 6.750 $ 2,852.88 360
5975375 BURLINGTON CA 94010 SFD 7.375 6.750 $ 4,489.39 360
5975392 SAN LEANDRO CA 94577 SFD 7.625 6.750 $ 2,032.78 360
5976168 EVERGREEN CO 80439 SFD 7.625 6.750 $ 3,354.95 360
5977248 SHOW LOW AZ 85902 PUD 7.500 6.750 $ 2,796.86 360
5977497 MULLICA HILL NJ 08062 SFD 7.500 6.750 $ 2,943.70 360
5977525 SUPERIOR CO 80027 SFD 7.500 6.750 $ 2,456.86 360
5977528 SAN DIEGO CA 92130 SFD 7.375 6.750 $ 3,246.17 360
5977538 BUFFALO GROVE IL 60089 SFD 8.500 6.750 $ 2,940.33 360
5977551 LITTLTON CO 80128 SFD 8.125 6.750 $ 1,647.60 360
5977579 CARLSBAD CA 92009 SFD 7.375 6.750 $ 2,801.38 360
5977580 GAITHERSBURG MD 20878 SFD 7.250 6.750 $ 3,255.95 360
5977597 MIAMI FL 33187 SFD 8.000 6.750 $ 3,301.95 360
5977604 BREWSTER NY 10509 SFD 7.250 6.750 $ 2,196.61 360
5977623 ELIZABETH CO 80107 SFD 7.000 6.733 $ 2,524.82 360
5977645 PHOENIX AZ 85018 SFD 7.875 6.750 $ 2,854.97 360
5977666 PLEASANTON CA 94588 SFD 7.625 6.750 $ 2,477.28 360
5977668 STERLING VA 20164 SFD 7.500 6.750 $ 2,237.49 360
5977676 LISLE IL 60532 SFD 7.500 6.750 $ 2,136.80 360
5977710 TEMPE AZ 85284 SFD 8.000 6.750 $ 2,221.47 360
5977728 UPPER ARLINGTON OH 43221 SFD 7.750 6.750 $ 2,034.62 360
5977806 BRISTOW VA 20136 SFD 8.125 6.750 $ 2,461.38 360
5977849 BLOOMFIELD HILLS MI 48302 SFD 7.500 6.750 $ 6,957.19 360
5977878 SAN FRANCISCO CA 94110 MF2 7.750 6.750 $ 1,432.82 360
5977894 PRINCETON NJ 08540 SFD 7.625 6.750 $ 6,440.93 360
5977922 ASHBURN VA 20147 SFD 7.625 6.750 $ 2,745.89 360
5977944 SAN JOSE CA 95133 SFD 7.250 6.750 $ 2,728.71 360
5977970 PARADISE VALLEY AZ 85253 SFD 7.625 6.750 $ 2,468.44 360
5977981 EAST POINT FL 32328 SFD 7.375 6.750 $ 3,315.25 360
5977996 GAITHERSBURG MD 20882 SFD 7.750 6.750 $ 2,246.67 360
5978082 LIVERMORE CA 94550 SFD 7.500 6.750 $ 4,118.38 360
5978110 TUCSON AZ 85750 SFD 7.750 6.750 $ 3,094.90 360
5978125 TUCSON AZ 85718 SFD 7.750 6.750 $ 2,908.63 360
5978259 PENNGROVE CA 94951 SFD 7.625 6.750 $ 3,146.14 360
5978278 SAN JOSE CA 95121 SFD 7.750 6.750 $ 2,794.01 360
5978288 SAN DIEGO CA 92119 SFD 8.000 6.750 $ 2,421.42 360
5978295 OLDSMAR FL 34677 SFD 7.250 6.750 $ 2,558.16 360
5978348 AUSTIN TX 78703 SFD 7.375 6.750 $ 5,870.74 360
5978352 WATSONVILLE CA 95076 SFD 7.250 6.750 $ 2,346.69 360
5978410 CROWNSVILLE MD 21032 SFD 7.250 6.750 $ 3,833.83 360
5978459 SAN RAMON CA 94583 SFD 7.250 6.750 $ 2,892.09 360
5978609 MILL VALLEY CA 94941 SFD 7.500 6.750 $ 3,216.39 360
5978610 ALEXANDRIA VA 22314 HCO 7.250 6.750 $ 2,024.70 360
5978624 NORTH BEND WA 98045 SFD 7.250 6.750 $ 2,870.26 360
5978642 WASHINGTON DC 20007 PUD 7.500 6.750 $ 4,544.89 360
5978653 GRANADA HILLS CA 91344 SFD 7.750 6.750 $ 2,579.08 360
5978665 PLEASANTON CA 94588 SFD 7.500 6.750 $ 3,132.48 360
5978686 SALINAS CA 93908 SFD 7.500 6.750 $ 3,369.51 360
5978691 DUBLIN CA 94568 SFD 7.750 6.750 $ 3,044.75 360
5978707 EL CAJON CA 92020 SFD 7.250 6.750 $ 2,680.95 360
5978708 MOUNTAIN CENTER CA 92561 SFD 8.125 6.750 $ 779.62 360
5978709 SEATTLE WA 98115 SFD 7.625 6.750 $ 2,135.77 360
5978718 TUSTIN CA 92782 LCO 7.375 6.750 $ 2,020.22 360
5978723 DALY CITY CA 94015 SFD 7.750 6.750 $ 2,309.71 360
5978739 SOUTH SAN FRANCISCO CA 94080 SFD 7.750 6.750 $ 2,462.31 360
5978744 SAN JOSE CA 95119 SFD 8.000 6.750 $ 2,553.50 360
5978757 CORONA CA 92882 SFD 7.500 6.750 $ 2,796.86 360
5978767 BANNING CA 92220 SFD 7.750 6.750 $ 2,378.49 360
5978776 SAN DIEGO CA 92130 SFD 7.500 6.750 $ 3,091.23 360
5978784 NEW ORLEANS LA 70118 SFD 7.625 6.750 $ 3,737.15 360
5978786 MERCER ISLAND WA 98040 SFD 7.250 6.750 $ 3,192.58 360
5978791 EDGEWATER MD 21037 SFD 7.750 6.750 $ 3,270.06 360
5978905 TUCSON AZ 85718 SFD 7.625 6.750 $ 2,011.55 360
5978917 WESTMINSTER CO 80031 SFD 7.500 6.750 $ 3,048.58 360
5979053 PARKER CO 80134 SFD 7.375 6.750 $ 2,171.49 360
5979069 ENGLEWOOD CO 80111 SFD 7.625 6.750 $ 2,689.62 360
5979072 CONCORD CA 94521 SFD 7.500 6.750 $ 2,311.95 360
5979084 WINNETKA IL 60093 SFD 7.500 6.750 $ 3,391.19 360
5979101 BOULDER CO 80301 SFD 7.875 6.750 $ 2,697.62 360
5979115 CHANDLER AZ 85225 SFD 7.875 6.750 $ 642.41 360
5979158 HUNTINGTON BEACH CA 92648 SFD 7.500 6.750 $ 3,251.35 360
5979161 SOUTH LYON MI 48178 SFD 7.625 6.750 $ 2,965.66 360
5979181 WEST BLOOMFIELD MI 48323 SFD 7.750 6.750 $ 2,149.24 360
5979205 SAN PEDRO CA 90731 SFD 7.375 6.750 $ 3,018.25 360
5979211 WALL NJ 08750 SFD 7.875 6.750 $ 2,334.73 360
5979235 FISHERS IN 46038 SFD 7.875 6.750 $ 1,273.23 360
5979242 SAN JOSE CA 95136 SFD 7.750 6.750 $ 3,381.47 360
5979274 OAKLAND CA 94602 SFD 7.375 6.750 $ 3,259.99 360
5979280 ST.LOUIS MO 63117 SFD 7.500 6.750 $ 3,691.86 360
5979296 MEDFORD NJ 08055 SFD 7.125 6.750 $ 2,317.60 360
5979322 MORGAN HILL CA 95037 SFD 7.375 6.750 $ 4,351.25 360
5979325 SCOTTSDALE AZ 85255 SFD 7.500 6.750 $ 2,216.52 360
5979350 TUCSON AZ 85719 SFD 7.750 6.750 $ 967.16 360
5979360 PHOENIX AZ 85008 SFD 7.625 6.750 $ 1,090.00 360
5979368 SCOTTSDALE AZ 85259 SFD 7.875 6.750 $ 2,710.31 360
5979383 SAN RAMON CA 94583 SFD 7.500 6.750 $ 3,146.47 360
5979393 ASHBURN VA 20148 SFD 7.500 6.750 $ 2,182.60 360
5979406 OLNEY MD 20832 SFD 7.250 6.750 $ 2,670.38 360
5979474 SONOMA CA 95476 SFD 7.500 6.750 $ 3,251.35 360
5979547 SOUTH SAN FRANCISCO CA 94080 SFD 7.875 6.750 $ 1,645.91 360
5979579 ENCINITAS CA 92024 SFD 7.500 6.750 $ 2,338.17 360
5979617 SAN DIEGO CA 92107 SFD 7.750 6.750 $ 2,650.73 360
5979651 RIVERSIDE CA 92504 SFD 7.500 6.750 $ 3,076.54 360
5979736 SARATOGA CA 95070 SFD 7.625 6.750 $ 3,317.78 360
5979784 LIVERMORE CA 94550 SFD 7.625 6.750 $ 2,827.64 360
5979884 NEW ROCHELLE NY 10804 SFD 7.375 6.750 $ 1,942.52 360
5980550 TEMECULA CA 92591 SFD 7.625 6.750 $ 3,057.67 360
5980751 CONCORD CA 94521 SFD 7.625 6.750 $ 2,393.76 360
5980770 PLEASANTON CA 94588 SFD 7.750 6.750 $ 2,364.16 360
5980900 CYPRESS TX 77429 SFD 7.375 6.750 $ 2,579.67 360
5980926 EVANSTON IL 60202 SFD 7.875 6.750 $ 2,675.51 360
5980996 NOVATO CA 94949 SFD 7.625 6.750 $ 3,468.19 360
5981027 CHAPEL HILL NC 27514 SFD 7.500 6.750 $ 4,544.89 360
5981073 PLACITAS NM 87043 SFD 7.250 6.750 $ 2,054.71 360
5981094 YUCAIPA CA 92399 SFD 7.500 6.750 $ 2,671.00 360
5981111 NEEDHAM MA 02192 SFD 7.375 6.750 $ 3,108.04 360
5981165 CARLSBAD CA 92009 SFD 7.625 6.750 $ 2,205.49 360
5981363 DALLAS TX 75230 SFD 7.250 6.750 $ 2,319.40 360
5981919 LIBERTYVILLE IL 60048 SFD 7.500 6.750 $ 2,209.52 360
5981935 POTOMAC MD 20854 SFD 7.375 6.750 $ 2,866.31 360
5981953 DEERFIELD IL 60015 SFD 7.375 6.750 $ 2,403.55 360
5981974 ALEXANDRIA VA 22307 SFD 7.125 6.750 $ 3,368.60 360
5981975 REISTERSTOWN MD 21136 SFD 7.250 6.750 $ 2,953.82 360
5981990 DALLAS TX 75225 SFD 7.750 6.750 $ 3,782.66 360
5982016 TAKOMA PARK MD 20912 SFD 7.750 6.750 $ 2,856.70 360
5982036 HIGLEY AZ 85236 SFD 7.625 6.750 $ 2,208.32 360
5982051 SPRINGBORO OH 45066 SFD 7.625 6.750 $ 2,984.06 360
5982085 BETHESDA MD 20816 SFD 7.375 6.750 $ 2,271.29 360
5982099 OREGON CITY OR 97045 SFD 7.125 6.750 $ 2,007.69 360
5982112 PHOENIX AZ 85023 SFD 7.500 6.750 $ 2,710.47 360
5982127 KENILWORTH IL 60043 SFD 8.375 6.750 $ 3,496.34 360
5982147 CHARLOTTESVILLE VA 22903 SFD 7.375 6.750 $ 3,280.71 360
5982148 GILBERT AZ 85296 SFD 7.250 6.750 $ 2,964.06 360
5982157 HERNDON VA 20171 SFD 7.375 6.750 $ 2,583.82 360
5982170 PORTSMOUTH VA 23701 SFD 7.375 6.750 $ 2,237.79 360
5982176 TEMECULA CA 92592 SFD 7.375 6.750 $ 1,712.19 360
5982294 WELLFLEET MA 02667 SFD 8.250 6.750 $ 1,202.03 360
5982309 SAN JOSE CA 95131 SFD 7.750 6.750 $ 1,697.90 360
5982333 MILPITAS CA 95035 SFD 7.250 6.750 $ 2,933.36 360
5982335 GAMBRILLS MD 21054 SFD 7.250 6.750 $ 2,068.36 360
5982352 VALLEY CENTER CA 92082 SFD 7.750 6.750 $ 2,229.47 360
5982353 ANCHORAGE KY 40223 SFD 7.500 6.750 $ 2,904.89 360
5982361 CORTE MADERA CA 94925 SFD 7.375 6.750 $ 2,424.27 360
5982371 LADERA RANCH CA 92694 SFD 7.500 6.750 $ 2,936.70 360
5982374 FREMONT CA 94555 SFD 8.250 6.750 $ 2,986.28 360
5982375 BARTLETT IL 60103 SFD 7.750 6.750 $ 2,603.09 360
5982382 SAN BRUNO CA 94066 SFD 7.125 6.750 $ 2,270.43 360
5982383 VIENNA VA 22182 SFD 7.875 6.750 $ 2,827.78 360
5982391 DANVILLE CA 94526 SFD 7.625 6.750 $ 4,140.59 360
5982393 ATLANTA GA 30307 SFD 7.375 6.750 $ 2,106.56 360
5982401 SALINAS CA 93907 SFD 7.500 6.750 $ 2,153.58 360
5982413 LAGUNA NIGUEL CA 92677 SFD 7.500 6.750 $ 2,272.45 360
5982420 SOUTH SAN FRANCISCO CA 94080 SFD 7.500 6.750 $ 2,995.43 360
5982423 PARADISE VALLEY AZ 85253 SFD 7.375 6.750 $ 2,624.57 360
5982428 PLEASANTON CA 94566 SFD 7.500 6.750 $ 2,771.69 360
5982436 VERNON HILLS IL 60061 LCO 7.625 6.750 $ 2,050.84 360
5982440 FAIR OAKS CA 95628 SFD 7.500 6.750 $ 2,293.42 360
5982448 DALLAS TX 75214 SFD 7.625 6.750 $ 3,284.17 360
5982453 AUSTIN TX 78746 SFD 7.250 6.750 $ 3,005.67 360
5982668 LOUISVILLE KY 40222 SFD 7.250 6.750 $ 2,285.30 360
5982669 SEATTLE WA 98105 SFD 7.250 6.750 $ 2,251.18 360
5982681 MONTCLAIR NJ 07042 SFD 7.500 6.750 $ 2,447.26 360
5982687 WASHINGTON DC 20015 SFD 7.375 6.750 $ 2,999.61 360
5982693 SAN JOSE CA 95132 SFD 7.500 6.750 $ 2,398.31 360
5982730 ELDORADO HILLS CA 95762 SFD 7.375 6.750 $ 1,194.87 360
5982735 EVERGREEN CO 80439 SFD 8.000 6.750 $ 2,383.27 360
5982754 LOTHIAN MD 20711 SFD 7.500 6.750 $ 2,176.14 360
5982760 BROOMES ISLAND MD 20615 SFD 7.500 6.750 $ 3,322.76 360
5982768 CARRY NC 27513 SFD 7.500 6.750 $ 3,282.11 360
5982779 ALPHARETTA GA 30005 SFD 7.125 6.750 $ 2,573.60 360
5982815 SAN DIEGO CA 92131 SFD 7.125 6.750 $ 2,213.17 360
5982837 AUBURN CA 95602 SFD 7.750 6.750 $ 3,940.27 360
5982865 BOULDER CO 80301 PUD 7.500 6.750 $ 2,508.88 300
5982878 MONMOUTH BEACH NJ 07750 SFD 7.625 6.750 $ 2,388.10 360
5982888 CINCINNATI OH 45241 SFD 7.500 6.750 $ 2,167.56 360
5982893 HYATTSVILLE MD 20782 SFD 7.500 6.750 $ 2,681.49 360
5982906 SANTA CLARITA CA 91350 SFD 7.375 6.750 $ 2,710.90 360
5982908 CINCINNATI OH 45242 SFD 7.500 6.750 $ 2,265.46 360
5982916 SANTA CLARA CA 95054 SFD 8.250 6.750 $ 2,238.77 360
5982923 TEMECULA CA 92592 SFD 7.500 6.750 $ 2,097.65 360
5982937 GREAT FALLS VA 22066 SFD 7.000 6.733 $ 5,079.59 360
5982941 GROSSE ILE MI 48138 SFD 7.375 6.750 $ 3,045.88 360
5982949 ROCKFORD MI 49341 SFD 7.500 6.750 $ 2,083.66 360
5982980 OMAHA NE 68118 SFD 7.250 6.750 $ 2,182.97 360
5982992 SCOTTSDALE AZ 85255 SFD 7.250 6.750 $ 2,660.49 360
5983006 BOULDER CO 80302 SFD 7.625 6.750 $ 4,220.23 360
5983007 SCOTTSDALE AZ 85255 SFD 7.500 6.750 $ 2,740.92 360
5983048 LIGHTHOUSE POINT FL 33064 SFD 7.375 6.750 $ 2,845.59 360
5983092 TUCSON AZ 85749 SFD 7.250 6.750 $ 2,182.96 360
5983109 BLUE SPRINGS MO 64014 SFD 7.500 6.750 $ 3,775.76 360
5983148 RESTON VA 20194 SFD 7.500 6.750 $ 3,146.47 360
5983178 DUNE ACRES IN 46304 SFD 7.500 6.750 $ 2,293.43 360
5983193 ALEXANDRIA VA 22314 SFD 7.250 6.750 $ 3,301.74 360
5983213 TUCSON AZ 85749 SFD 7.500 6.750 $ 2,587.09 360
5983219 ALEXANDRIA VA 22315 SFD 8.125 6.750 $ 2,632.53 360
5983227 ATLANTA GA 30327 SFD 7.750 6.750 $ 4,420.26 360
5983236 ALISO VIEJO CA 92656 SFD 7.125 6.750 $ 2,509.94 360
5983256 MESA AZ 85202 SFD 8.250 6.750 $ 1,103.61 360
5983260 ATLANTA GA 30318 PUD 7.375 6.750 $ 1,547.12 360
5983399 ORANGE PARK FL 32073 SFD 7.625 6.750 $ 1,305.88 360
5983405 ASHLAND OR 97520 SFD 7.500 6.750 $ 2,349.37 360
5983447 OAKTON VA 22124 SFD 7.500 6.750 $ 2,267.91 360
5983449 AURORA CO 80015 SFD 7.500 6.750 $ 2,891.26 360
5983463 CHICAGO IL 60614 LCO 7.875 6.750 $ 2,711.76 360
5983479 ROANOKE VA 24019 SFD 7.250 6.750 $ 2,659.13 360
5983501 HIGHPOINT NC 27265 SFD 7.250 6.750 $ 3,376.78 360
5983511 OVIEDO FL 32765 SFD 7.500 6.750 $ 2,097.65 360
5983672 DEARBORN MI 48126 SFD 7.500 6.750 $ 3,160.45 360
5983733 LOUISVILLE KY 40223 SFD 7.500 6.750 $ 3,076.55 360
5983773 BOWIE MD 20720 SFD 7.500 6.750 $ 1,958.15 360
5983828 BELTSVILLE MD 20705 SFD 8.000 6.750 $ 2,739.43 353
5984131 RIO VERDE AZ 85263 SFD 7.375 6.750 $ 2,127.28 360
5984141 EVANSTON IL 60201 SFD 7.500 6.750 $ 2,228.75 360
5984147 LONGWOOD FL 32779 SFD 7.500 6.750 $ 2,097.64 360
5984158 AURORA OH 44202 SFD 7.375 6.750 $ 3,902.31 360
5984167 HOUSTON TX 77024 SFD 7.375 6.750 $ 3,108.04 360
5984176 FARMINGTON MI 48331 SFD 7.375 6.750 $ 2,520.97 360
5984177 ASHBURN VA 20147 SFD 7.500 6.750 $ 2,612.27 360
5984186 TRACY CA 95377 SFD 7.625 6.750 $ 2,264.95 360
5984202 TUCSON AZ 85715 SFD 7.500 6.750 $ 2,691.98 360
5984214 POTOMAC MD 20854 SFD 7.250 6.750 $ 3,990.73 360
5984224 ROCKVILLE MD 20850 SFD 7.250 6.750 $ 3,192.58 360
5984235 WASHINGTON DC 20016 SFD 7.375 6.750 $ 2,648.74 360
5984250 WASHINGTON DC 20016 SFD 7.500 6.750 $ 2,746.52 360
5984256 LAGUNA BEACH CA 92651 SFD 7.750 6.750 $ 2,471.63 360
5984262 ANN ARBOR MI 48104 SFD 7.500 6.750 $ 2,261.96 360
5984276 SAN DIEGO CA 92131 SFD 8.000 6.750 $ 2,179.29 360
5984293 LEXINGTON KY 40504 SFD 7.875 6.750 $ 3,253.27 354
5984295 LYONS CO 80540 SFD 7.625 6.750 $ 2,070.30 360
5984327 MALVERN PA 19355 SFD 7.625 6.750 $ 3,715.92 360
5984488 BOULDER CO 80304 SFD 7.375 6.750 $ 4,144.06 360
5984524 MERRICK NY 11566 SFD 7.625 6.750 $ 2,406.50 360
5984555 CONCORD CA 94520 LCO 7.875 6.750 $ 866.46 360
5984649 BOULDER CO 80302 SFD 7.500 6.750 $ 3,910.01 360
5984670 RALEIGH NC 27612 SFD 7.375 6.750 $ 2,762.70 360
5984710 MONTGOMERY NJ 08853 SFD 7.375 6.750 $ 2,408.11 360
5984752 VIENNA VA 22181 SFD 7.375 6.750 $ 3,038.29 360
5984817 RINGWOOD NJ 07456 SFD 8.250 6.750 $ 901.53 360
5984839 TUCSON AZ 85718 SFD 7.500 6.750 $ 1,394.93 360
5984937 UNIVERSITY PARK TX 75225 SFD 7.500 6.750 $ 6,852.30 360
5984959 WOODSTOCK IL 60098 SFD 7.375 6.750 $ 3,703.40 360
5984995 MANSON IA 50563 SFD 7.000 6.733 $ 972.68 360
5985011 SUMMIT NJ 07901 SFD 7.250 6.750 $ 2,614.10 360
5985235 SISTERS OR 97759 SFD 7.500 6.750 $ 3,076.55 360
5985278 FAIRFIELD CA 94585 SFD 7.250 6.750 $ 2,333.05 360
5985345 CHANTILLY VA 20151 SFD 7.750 6.750 $ 2,319.03 360
5985378 SANTA FE NM 87505 SFD 7.250 6.750 $ 3,629.18 360
5985407 WASHINGTON DC 20007 SFD 7.500 6.750 $ 5,943.33 360
5985456 KANSAS CITY MO 64154 SFD 7.375 6.750 $ 3,411.94 360
5985465 SCOTTSDALE AZ 85255 SFD 7.500 6.750 $ 4,488.96 360
5987280 CINCINNATI OH 45243 SFD 7.875 6.750 $ 4,011.81 360
5987326 OLD TAPPAN NJ 07675 SFD 7.750 6.750 $ 3,796.99 360
5987370 ANNANDALE VA 22003 SFD 7.500 6.750 $ 2,789.87 360
5987525 LONG BEACH NJ 08008 SFD 7.250 6.750 $ 4,423.92 360
5987536 PANAMA CITY BEACH FL 32408 SFD 8.250 6.750 $ 2,133.60 360
5987561 CARMEL IN 46032 SFD 7.500 6.750 $ 2,516.48 360
5987564 FLAGSTAFF AZ 86001 SFD 7.375 6.750 $ 3,038.98 360
5987581 ARLINGTON VA 22202 PUD 7.250 6.750 $ 2,368.52 360
5987591 SYLVAN LAKE MI 48320 SFD 7.250 6.750 $ 3,751.97 360
5988195 DEL MAR CA 92014 SFD 7.500 6.750 $ 2,796.86 360
5988887 HIALEAH GARDENS FL 33016 SFD 7.875 6.750 $ 2,530.50 360
5988930 TOLEDO OH 43606 SFD 7.500 6.750 $ 2,115.83 360
5989008 MAPLETON UT 84664 SFD 7.250 6.750 $ 2,004.82 360
5989830 WOODBRIDGE VA 22192 SFD 8.500 6.750 $ 2,191.41 360
5989877 SPICEWOOD TX 78669 SFD 7.250 6.750 $ 2,182.97 360
WFMBS
WFMBS 2001-15 EXHIBIT F-3B Group II Loans
30 YEAR FIXED RATE NON-RELOCATION LOANS (continued)
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
------------ --------- ------------ ------ --------- ---------- ------- ------- ------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAIN
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
------------ --------- ------------ ------ --------- ---------- ------- ------- ------
5832321 1-Apr-31 $107,839.20 90.00 38 0.250 0.017 0.483
5832329 1-Apr-31 $189,695.21 66.67 0.250 0.017 0.108
5843632 1-Oct-30 $1,492,917.13 60.00 0.250 0.017 1.733
5871299 1-Dec-30 $334,686.51 73.78 0.250 0.017 1.608
5878627 1-Nov-30 $358,555.53 90.00 11 0.250 0.017 1.858
5888551 1-Nov-30 $695,650.80 75.75 0.375 0.017 1.358
5893264 1-Jan-31 $554,109.61 80.00 0.250 0.017 0.983
5905321 1-Jan-31 $595,966.86 77.16 0.250 0.017 0.983
5905501 1-Jan-31 $997,155.14 73.05 0.250 0.017 1.858
5909731 1-Jan-30 $378,265.52 76.00 0.250 0.017 1.608
5909927 1-Nov-30 $736,875.03 76.02 0.250 0.017 1.608
5914370 1-Jan-31 $1,295,797.76 68.42 0.250 0.017 1.233
5919389 1-Apr-31 $824,641.91 53.29 0.250 0.017 0.000
5935775 1-Mar-31 $319,265.02 53.78 0.250 0.017 0.358
5939806 1-Mar-31 $291,185.45 80.00 0.250 0.017 0.358
5943473 1-Mar-31 $295,320.14 79.57 0.250 0.017 0.358
5947355 1-Feb-31 $361,446.71 80.00 0.250 0.017 0.733
5947946 1-Feb-31 $327,586.74 90.00 01 0.250 0.017 0.858
5953897 1-Feb-31 $339,006.25 80.00 0.250 0.017 0.608
5953925 1-Mar-31 $899,329.64 80.00 0.250 0.017 0.358
5954166 1-Jan-31 $418,078.24 95.00 13 0.250 0.017 1.358
5958580 1-Feb-31 $817,407.48 48.96 0.250 0.017 0.358
5959218 1-Mar-31 $498,869.84 32.94 0.250 0.017 0.483
5960089 1-Mar-31 $425,396.07 80.00 0.250 0.017 0.233
5960132 1-Mar-31 $382,703.03 53.64 0.250 0.017 0.858
5960146 1-Mar-31 $429,083.64 78.18 0.250 0.017 0.733
5960155 1-Mar-31 $300,243.89 89.96 0.250 0.017 0.608
5960167 1-Mar-31 $518,805.65 61.18 0.250 0.017 0.358
5961622 1-Mar-31 $365,239.41 75.00 0.250 0.017 0.858
5961636 1-Mar-31 $408,128.38 79.42 0.250 0.017 0.733
5961646 1-Mar-31 $748,401.70 60.00 0.250 0.017 0.733
5961747 1-Mar-31 $441,533.07 73.75 0.250 0.017 0.608
5961795 1-Mar-31 $418,989.12 80.00 0.250 0.017 0.358
5961932 1-Mar-31 $399,168.73 80.00 0.250 0.017 0.858
5961940 1-Mar-31 $592,635.69 54.00 0.250 0.017 0.358
5961950 1-Mar-31 $136,715.27 59.57 0.250 0.017 0.858
5961951 1-Mar-31 $349,075.32 69.31 0.250 0.017 0.233
5961964 1-Mar-31 $331,274.52 76.85 0.250 0.017 0.608
5961970 1-Mar-31 $323,237.16 80.00 0.250 0.017 0.233
5961984 1-Mar-31 $439,014.25 80.00 0.250 0.017 0.483
5961988 1-Mar-31 $404,970.85 70.00 0.250 0.017 0.000
5961998 1-Mar-31 $583,753.32 36.00 0.250 0.017 0.733
5962013 1-Mar-31 $348,178.28 69.94 0.250 0.017 0.233
5962029 1-Mar-31 $430,034.41 35.92 0.250 0.017 0.483
5962038 1-Mar-31 $494,233.94 74.86 0.250 0.017 1.108
5962052 1-Mar-31 $85,726.40 67.58 0.250 0.017 1.108
5962073 1-Mar-31 $349,308.49 60.34 0.250 0.017 1.108
5962083 1-Mar-31 $363,163.95 80.00 0.250 0.017 0.358
5962100 1-Mar-31 $318,869.52 69.57 0.250 0.017 0.233
5962354 1-Mar-31 $307,359.94 70.00 0.250 0.017 0.858
5962442 1-Mar-31 $511,933.89 76.57 0.250 0.017 0.858
5962466 1-Apr-31 $296,370.59 68.28 0.250 0.017 0.233
5962495 1-Mar-31 $296,398.16 88.66 06 0.250 0.017 0.983
5962505 1-Mar-31 $406,387.50 72.09 0.250 0.017 0.483
5962520 1-Mar-31 $303,318.93 80.00 0.250 0.017 0.483
5962546 1-Mar-31 $319,227.73 67.37 0.250 0.017 0.108
5962557 1-Apr-31 $324,539.76 78.88 0.250 0.017 0.733
5962571 1-Mar-31 $411,099.73 74.91 0.250 0.017 0.608
5962579 1-Mar-31 $493,863.08 75.00 0.250 0.017 0.358
5962589 1-Mar-31 $518,834.99 80.00 0.250 0.017 0.483
5962603 1-Mar-31 $438,439.84 75.76 0.250 0.017 0.608
5962614 1-Mar-31 $533,942.99 66.63 0.250 0.017 1.108
5962623 1-Mar-31 $377,174.03 74.85 0.250 0.017 0.608
5962636 1-Mar-31 $318,965.70 73.49 0.250 0.017 0.358
5962665 1-Mar-31 $252,048.02 62.37 0.250 0.017 0.608
5962685 1-Mar-31 $643,949.77 80.00 0.250 0.017 0.608
5962690 1-Mar-31 $318,554.62 69.57 0.250 0.017 0.483
5963135 1-Mar-31 $399,209.70 78.13 0.250 0.017 1.108
5963142 1-Mar-31 $473,987.73 55.23 0.250 0.017 0.733
5963148 1-Mar-31 $296,367.08 64.57 0.250 0.017 0.733
5963153 1-Apr-31 $307,541.41 80.00 0.250 0.017 0.483
5963419 1-Mar-31 $419,057.71 60.00 0.250 0.017 0.733
5963436 1-Mar-31 $399,081.27 76.92 0.250 0.017 0.358
5963468 1-Mar-31 $350,413.18 80.00 0.250 0.017 0.483
5963494 1-Mar-31 $423,001.71 74.52 0.250 0.017 0.233
5963614 1-Mar-31 $447,210.62 79.99 0.250 0.017 0.608
5963625 1-Mar-31 $140,085.44 80.00 0.250 0.017 0.483
5963633 1-Mar-31 $573,711.79 66.09 0.250 0.017 0.483
5963635 1-Mar-31 $552,758.82 74.76 0.250 0.017 0.483
5963649 1-Apr-31 $301,971.76 90.00 06 0.250 0.017 0.733
5963650 1-Mar-31 $314,328.70 75.00 0.250 0.017 0.733
5963660 1-Apr-31 $320,533.86 66.88 0.250 0.017 0.608
5963667 1-Mar-31 $538,748.13 71.05 0.250 0.017 0.733
5963672 1-Mar-31 $349,308.49 66.67 0.250 0.017 1.108
5963700 1-Mar-31 $295,245.50 80.00 0.250 0.017 0.483
5963734 1-Mar-31 $350,538.65 67.00 0.250 0.017 0.483
5963774 1-Mar-31 $343,209.91 80.00 0.250 0.017 0.358
5963786 1-Apr-31 $434,487.53 80.00 0.250 0.017 0.358
5963797 1-Mar-31 $499,012.12 65.10 0.250 0.017 1.108
5963810 1-Mar-31 $439,130.68 80.00 0.250 0.017 1.108
5963824 1-Mar-31 $342,212.18 77.43 0.250 0.017 0.358
5963834 1-Mar-31 $340,834.68 80.00 0.250 0.017 0.483
5963837 1-Mar-31 $167,659.58 80.00 0.250 0.017 0.983
5963839 1-Mar-31 $314,345.37 75.90 0.250 0.017 0.858
5963855 1-Mar-31 $470,915.89 80.00 0.250 0.017 0.358
5963872 1-Mar-31 $494,588.71 80.00 0.250 0.017 0.358
5963885 1-Mar-31 $388,171.02 74.81 0.250 0.017 0.733
5963929 1-Apr-31 $476,324.49 74.53 0.250 0.017 0.733
5964011 1-Mar-31 $139,701.65 58.82 0.250 0.017 0.733
5964031 1-Mar-31 $174,627.07 79.91 0.250 0.017 0.733
5964038 1-Mar-31 $434,003.67 77.68 0.250 0.017 0.483
5964041 1-Mar-31 $376,062.50 79.95 0.250 0.017 0.233
5964050 1-Mar-31 $439,014.25 57.89 0.250 0.017 0.483
5964058 1-Mar-31 $450,308.54 80.00 0.250 0.017 1.108
5964060 1-Mar-31 $472,439.19 77.62 0.250 0.017 0.483
5964080 1-Apr-31 $474,292.76 73.08 0.250 0.017 0.483
5964086 1-Mar-31 $329,260.67 64.08 0.250 0.017 0.483
5964089 1-Apr-31 $362,445.88 79.78 0.250 0.017 0.358
5964096 1-Mar-31 $513,929.74 75.74 0.250 0.017 0.858
5964098 1-Apr-31 $449,346.55 64.29 0.250 0.017 0.608
5964102 1-Mar-31 $381,206.13 67.02 0.250 0.017 0.858
5964111 1-Mar-31 $364,598.39 75.00 0.250 0.017 1.608
5964140 1-Mar-31 $433,916.17 79.52 0.250 0.017 0.733
5964153 1-Apr-31 $404,396.98 58.27 0.250 0.017 0.483
5964159 1-Mar-31 $405,081.16 79.76 0.250 0.017 0.483
5964160 1-Mar-31 $383,972.55 64.17 0.250 0.017 0.000
5964166 1-Mar-31 $513,508.97 70.00 0.250 0.017 1.233
5964170 1-Mar-31 $422,701.46 74.26 0.250 0.017 0.858
5964175 1-Mar-31 $359,565.52 70.00 0.250 0.017 0.483
5964188 1-Apr-31 $383,399.07 80.00 0.250 0.017 0.233
5964740 1-Mar-31 $310,285.69 73.18 0.250 0.017 0.358
5964749 1-Mar-31 $488,829.51 69.99 0.250 0.017 0.608
5964759 1-Mar-31 $327,383.05 65.62 0.250 0.017 0.608
5964768 1-Mar-31 $328,861.57 80.00 0.250 0.017 0.483
5964965 1-Mar-31 $616,818.06 76.54 0.250 0.017 0.233
5964979 1-Apr-31 $1,006,076.80 67.23 0.250 0.017 0.733
5966208 1-Mar-31 $473,777.37 61.29 0.250 0.017 0.483
5966228 1-Mar-31 $303,768.63 75.00 0.250 0.017 0.483
5966237 1-Mar-31 $283,838.11 90.00 0.250 0.017 1.108
5966246 1-Mar-31 $355,202.44 80.00 0.250 0.017 0.483
5966264 1-Mar-31 $463,011.19 77.20 0.250 0.017 0.733
5966274 1-Mar-31 $370,209.37 79.78 0.250 0.017 0.733
5969431 1-Apr-31 $499,236.74 72.57 0.250 0.017 0.358
5969443 1-Mar-31 $374,200.59 69.44 0.250 0.017 0.733
5969455 1-Mar-31 $443,005.25 74.00 0.250 0.017 0.483
5969479 1-Apr-31 $503,503.75 79.99 0.250 0.017 0.858
5969487 1-Mar-31 $298,762.21 79.85 0.250 0.017 0.358
5969490 1-Apr-31 $284,586.13 50.89 0.250 0.017 0.608
5969509 1-Mar-31 $323,274.10 80.00 0.250 0.017 0.483
5969524 1-Mar-31 $99,770.31 67.11 0.250 0.017 0.358
5969539 1-Apr-31 $83,874.91 42.00 0.250 0.017 0.483
5969558 1-Mar-31 $579,665.56 58.57 0.250 0.017 0.358
5969596 1-Mar-31 $372,342.82 80.00 0.250 0.017 0.358
5969645 1-Mar-31 $586,682.63 81.10 0.250 0.017 0.483
5969675 1-Mar-31 $246,197.16 80.00 0.250 0.017 0.483
5970350 1-Mar-31 $419,059.01 64.62 0.250 0.017 0.483
5970361 1-Mar-31 $299,327.87 89.55 0.250 0.017 0.483
5970371 1-Mar-31 $286,556.55 80.00 0.250 0.017 0.483
5970384 1-Mar-31 $554,754.36 80.00 0.250 0.017 0.483
5970402 1-Apr-31 $64,914.68 36.11 0.250 0.017 1.108
5970411 1-Apr-31 $79,889.52 52.81 0.250 0.017 0.858
5970441 1-Mar-31 $334,267.98 77.91 0.250 0.017 0.608
5970459 1-Mar-31 $314,345.37 90.00 0.250 0.017 0.858
5970471 1-Apr-31 $295,630.76 70.48 0.250 0.017 1.358
5972208 1-Mar-31 $390,600.77 79.99 0.250 0.017 0.358
5972213 1-Apr-31 $342,749.46 80.00 0.250 0.017 1.108
5972228 1-Mar-31 $342,673.93 68.60 0.250 0.017 0.483
5972240 1-Mar-31 $498,822.75 71.43 0.250 0.017 0.233
5973090 1-Apr-31 $499,309.54 79.37 0.250 0.017 0.858
5973100 1-Mar-31 $992,825.79 47.38 0.250 0.017 0.608
5973112 1-Mar-31 $438,989.41 80.00 0.250 0.017 0.358
5973119 1-Mar-31 $490,951.51 80.00 0.250 0.017 0.733
5973124 1-Mar-31 $490,869.94 80.00 0.250 0.017 0.358
5973141 1-Dec-30 $299,167.80 74.98 0.250 0.017 0.983
5973157 1-Mar-31 $349,235.20 73.53 0.250 0.017 0.608
5973411 1-Apr-31 $524,293.11 75.00 0.250 0.017 0.983
5973429 1-Mar-31 $332,603.15 69.23 0.250 0.017 0.483
5973440 1-Apr-31 $463,309.13 80.00 0.250 0.017 0.483
5973460 1-Mar-31 $399,147.56 80.00 0.250 0.017 0.733
5973480 1-Mar-31 $574,677.04 80.00 0.250 0.017 0.358
5973499 1-Mar-31 $289,412.34 64.88 0.250 0.017 0.983
5973671 1-Apr-31 $319,511.50 80.00 0.250 0.017 0.358
5973681 1-Mar-31 $325,268.07 79.99 0.250 0.017 0.483
5973690 1-Mar-31 $345,013.17 80.00 0.250 0.017 0.733
5973709 1-Apr-31 $479,302.97 80.00 0.250 0.017 0.608
5974292 1-Mar-31 $324,234.78 73.86 0.250 0.017 0.233
5974302 1-Mar-31 $559,911.03 76.77 0.250 0.017 0.358
5974312 1-Mar-31 $398,409.08 37.13 0.250 0.017 0.233
5974656 1-Mar-31 $355,278.58 80.00 0.250 0.017 0.983
5974667 1-Mar-31 $363,031.42 80.00 0.250 0.017 0.483
5974685 1-Mar-31 $347,200.71 80.00 0.250 0.017 0.358
5974700 1-Apr-31 $366,480.27 75.67 0.250 0.017 0.733
5974707 1-Mar-31 $606,399.82 80.00 0.250 0.017 0.483
5975137 1-Mar-31 $427,110.54 80.00 0.250 0.017 0.858
5975187 1-Apr-31 $424,334.92 65.38 0.250 0.017 0.233
5975195 1-Apr-31 $303,524.26 80.00 0.250 0.017 0.233
5975203 1-Apr-31 $355,955.79 79.99 0.250 0.017 0.358
5975224 1-Apr-31 $349,478.88 70.00 0.250 0.017 0.483
5975225 1-Apr-31 $428,991.62 80.00 0.250 0.017 0.733
5975247 1-Apr-31 $319,535.31 80.00 0.250 0.017 0.608
5975315 1-Apr-31 $342,476.40 76.22 0.250 0.017 0.358
5975355 1-Feb-31 $387,746.00 90.00 12 0.250 0.017 0.983
5975375 1-Apr-31 $648,997.08 56.52 0.250 0.017 0.358
5975392 1-Apr-31 $286,782.96 80.00 0.250 0.017 0.608
5976168 1-May-31 $473,656.93 74.65 0.250 0.017 0.608
5977248 1-Feb-31 $398,224.23 88.74 0.250 0.017 0.483
5977497 1-Apr-31 $420,372.14 72.59 0.250 0.017 0.483
5977525 1-Mar-31 $350,587.79 70.42 0.250 0.017 0.483
5977528 1-Apr-31 $469,282.54 76.05 0.250 0.017 0.358
5977538 1-Mar-31 $381,700.08 80.00 0.250 0.017 1.483
5977551 1-Mar-31 $221,260.24 70.00 0.250 0.017 1.108
5977579 1-Apr-31 $404,980.84 80.00 0.250 0.017 0.358
5977580 1-Apr-31 $476,541.09 80.00 0.250 0.017 0.233
5977597 1-Apr-31 $449,394.09 78.95 0.250 0.017 0.983
5977604 1-Apr-31 $321,496.10 65.05 0.250 0.017 0.233
5977623 1-Mar-31 $378,561.34 79.99 0.250 0.017 0.000
5977645 1-Apr-31 $392,966.81 75.00 0.250 0.017 0.858
5977666 1-Apr-31 $349,491.75 68.63 0.250 0.017 0.608
5977668 1-Apr-31 $319,523.54 80.00 0.250 0.017 0.483
5977676 1-Mar-31 $304,915.34 79.38 0.250 0.017 0.483
5977710 1-Mar-31 $302,136.52 79.67 0.250 0.017 0.983
5977728 1-Mar-31 $283,394.75 80.00 0.250 0.017 0.733
5977806 1-Mar-31 $330,845.03 79.69 0.250 0.017 1.108
5977849 1-Mar-31 $992,770.80 60.30 0.250 0.017 0.483
5977878 1-Apr-31 $199,621.50 37.04 0.250 0.017 0.733
5977894 1-Apr-31 $908,678.54 70.00 0.250 0.017 0.608
5977922 1-Mar-31 $387,102.26 79.99 0.250 0.017 0.608
5977944 1-Apr-31 $399,374.03 60.61 0.250 0.017 0.233
5977970 1-Apr-31 $348,243.55 75.00 0.250 0.017 0.608
5977981 1-Mar-31 $478,897.51 80.00 0.250 0.017 0.358
5977996 1-Apr-31 $313,155.89 76.30 0.250 0.017 0.733
5978082 1-Apr-31 $588,123.01 79.99 0.250 0.017 0.483
5978110 1-Mar-31 $431,079.38 80.00 0.250 0.017 0.733
5978125 1-Mar-31 $405,134.79 75.19 0.250 0.017 0.733
5978259 1-Apr-31 $443,326.86 70.00 0.250 0.017 0.608
5978278 1-Apr-31 $389,447.70 75.00 0.250 0.017 0.733
5978288 1-Apr-31 $329,481.93 70.21 0.250 0.017 0.983
5978295 1-Apr-31 $374,371.08 65.22 0.250 0.017 0.233
5978348 1-Apr-31 $848,702.46 44.04 0.250 0.017 0.358
5978352 1-Apr-31 $343,461.66 80.00 0.250 0.017 0.233
5978410 1-Apr-31 $561,120.53 78.06 0.250 0.017 0.233
5978459 1-Apr-31 $423,286.55 79.99 0.250 0.017 0.233
5978609 1-Apr-31 $459,315.09 54.76 0.250 0.017 0.483
5978610 1-Apr-31 $296,335.54 80.00 0.250 0.017 0.233
5978624 1-Apr-31 $419,689.14 43.71 0.250 0.017 0.233
5978642 1-Apr-31 $649,032.21 76.81 0.250 0.017 0.483
5978653 1-Apr-31 $359,490.20 80.00 0.250 0.017 0.733
5978665 1-Apr-31 $447,332.96 80.00 0.250 0.017 0.483
5978686 1-Apr-31 $481,182.50 80.00 0.250 0.017 0.483
5978691 1-Apr-31 $424,398.14 74.56 0.250 0.017 0.733
5978707 1-Apr-31 $392,379.12 77.82 0.250 0.017 0.233
5978708 1-Apr-31 $104,862.17 58.33 0.250 0.017 1.108
5978709 1-Apr-31 $301,311.81 85.00 0.250 0.017 0.608
5978718 1-Apr-31 $292,053.51 75.00 0.250 0.017 0.358
5978723 1-Apr-31 $321,943.45 80.00 0.250 0.017 0.733
5978739 1-Apr-31 $343,213.27 47.08 0.250 0.017 0.733
5978744 1-Apr-31 $347,531.44 80.00 0.250 0.017 0.983
5978757 1-Apr-31 $399,404.42 71.17 0.250 0.017 0.483
5978767 1-Apr-31 $331,529.84 80.00 0.250 0.017 0.733
5978776 1-Apr-31 $441,130.89 79.99 0.250 0.017 0.483
5978784 1-Apr-31 $527,233.27 80.00 0.250 0.017 0.608
5978786 1-Apr-31 $467,267.61 80.00 0.250 0.017 0.233
5978791 1-Apr-31 $455,803.62 79.99 0.250 0.017 0.733
5978905 1-Feb-31 $282,897.61 47.37 0.250 0.017 0.608
5978917 1-Apr-31 $435,350.82 80.00 0.250 0.017 0.483
5979053 1-Mar-31 $313,677.86 80.00 0.250 0.017 0.358
5979069 1-Apr-31 $378,441.83 79.17 0.250 0.017 0.608
5979072 1-Apr-31 $330,157.69 78.73 0.250 0.017 0.483
5979084 1-Mar-31 $483,913.42 74.62 0.250 0.017 0.483
5979101 1-Mar-31 $371,276.83 76.24 0.250 0.017 0.858
5979115 1-Mar-31 $88,415.88 77.72 0.250 0.017 0.858
5979158 1-Apr-31 $464,057.44 75.00 0.250 0.017 0.483
5979161 1-Mar-31 $418,084.42 59.35 0.250 0.017 0.608
5979181 1-Apr-31 $299,575.15 80.00 0.250 0.017 0.733
5979205 1-Apr-31 $436,332.92 70.48 0.250 0.017 0.358
5979211 1-Apr-31 $321,555.34 60.19 0.250 0.017 0.858
5979235 1-Apr-31 $175,357.50 38.59 0.250 0.017 0.858
5979242 1-Apr-31 $471,331.57 80.00 0.250 0.017 0.733
5979274 1-Apr-31 $471,138.61 74.21 0.250 0.017 0.358
5979280 1-Mar-31 $526,145.15 80.00 0.250 0.017 0.483
5979296 1-Apr-31 $342,892.74 72.88 0.250 0.017 0.108
5979322 1-Apr-31 $628,736.46 70.00 0.250 0.017 0.358
5979325 1-Apr-31 $316,527.99 75.84 0.250 0.017 0.483
5979350 1-Apr-31 $134,808.81 63.68 0.250 0.017 0.733
5979360 1-Apr-31 $153,776.37 70.00 0.250 0.017 0.608
5979368 1-Apr-31 $335,744.06 79.99 0.250 0.017 0.858
5979383 1-Mar-31 $448,991.81 75.00 0.250 0.017 0.483
5979393 1-Apr-31 $311,685.23 76.13 0.250 0.017 0.483
5979406 1-Apr-31 $390,837.42 89.99 0.250 0.017 0.233
5979474 1-Apr-31 $464,307.64 75.00 0.250 0.017 0.483
5979547 1-Apr-31 $226,377.34 63.06 0.250 0.017 0.858
5979579 1-Apr-31 $333,902.11 80.00 0.250 0.017 0.483
5979617 1-Apr-31 $369,476.02 77.08 0.250 0.017 0.733
5979651 1-Apr-31 $439,344.88 77.19 0.250 0.017 0.483
5979736 1-Apr-31 $468,069.32 75.00 0.250 0.017 0.608
5979784 1-Apr-31 $398,919.86 74.67 0.250 0.017 0.608
5979884 1-Mar-31 $280,604.04 75.00 0.250 0.017 0.358
5980550 1-Apr-31 $431,372.67 79.70 0.250 0.017 0.608
5980751 1-Mar-31 $337,460.98 74.99 0.250 0.017 0.608
5980770 1-Apr-31 $329,496.61 70.21 0.250 0.017 0.733
5980900 1-Apr-31 $372,929.85 78.14 0.250 0.017 0.358
5980926 1-Apr-31 $368,490.44 72.35 0.250 0.017 0.858
5980996 1-Apr-31 $489,288.45 79.67 0.250 0.017 0.608
5981027 1-Apr-31 $649,032.21 79.75 0.250 0.017 0.483
5981073 1-Apr-31 $300,728.64 80.00 0.250 0.017 0.233
5981094 1-Apr-31 $373,882.23 73.46 0.250 0.017 0.483
5981111 1-Apr-31 $449,313.06 52.94 0.250 0.017 0.358
5981165 1-Apr-31 $311,147.51 80.00 0.250 0.017 0.608
5981363 1-Mar-31 $339,199.48 80.00 0.250 0.017 0.233
5981919 1-Apr-31 $315,529.49 71.01 0.250 0.017 0.483
5981935 1-Mar-31 $414,046.80 64.64 0.250 0.017 0.358
5981953 1-Mar-31 $347,200.71 80.00 0.250 0.017 0.358
5981974 1-Mar-31 $498,793.32 80.00 0.250 0.017 0.108
5981975 1-Mar-31 $431,887.61 78.73 0.250 0.017 0.233
5981990 1-Apr-31 $527,252.27 80.00 0.250 0.017 0.733
5982016 1-Mar-31 $397,900.21 69.96 0.250 0.017 0.733
5982036 1-Mar-31 $311,318.23 80.00 0.250 0.017 0.608
5982051 1-Mar-31 $420,678.75 55.11 0.250 0.017 0.608
5982085 1-Apr-31 $328,348.00 78.11 0.250 0.017 0.358
5982099 1-Apr-31 $297,521.65 77.40 0.250 0.017 0.108
5982112 1-Mar-31 $386,775.52 73.84 0.250 0.017 0.483
5982127 1-Apr-31 $459,426.16 80.00 0.250 0.017 1.358
5982147 1-Mar-31 $473,909.00 72.54 0.250 0.017 0.358
5982148 1-Mar-31 $433,476.98 72.42 0.250 0.017 0.233
5982157 1-Mar-31 $373,229.20 79.60 0.250 0.017 0.358
5982170 1-Mar-31 $323,255.82 79.02 0.250 0.017 0.358
5982176 1-Mar-31 $247,041.02 79.97 0.250 0.017 0.358
5982294 1-Feb-31 $159,527.13 69.87 0.250 0.017 1.233
5982309 1-Mar-31 $236,494.92 59.25 0.250 0.017 0.733
5982333 1-Apr-31 $429,058.84 51.19 0.250 0.017 0.233
5982335 1-Mar-31 $301,611.93 80.00 0.250 0.017 0.233
5982352 1-Apr-31 $310,758.98 80.00 0.250 0.017 0.733
5982353 1-Mar-31 $414,519.23 73.53 0.250 0.017 0.483
5982361 1-Apr-31 $350,342.25 58.50 0.250 0.017 0.358
5982371 1-Apr-31 $418,493.37 66.99 0.250 0.017 0.483
5982374 1-Mar-31 $396,734.36 75.00 0.250 0.017 1.233
5982375 1-Mar-31 $362,575.66 77.31 0.250 0.017 0.733
5982382 1-Apr-31 $336,459.42 73.26 0.250 0.017 0.108
5982383 1-Mar-31 $389,189.49 65.00 0.250 0.017 0.858
5982391 1-Apr-31 $584,150.51 75.00 0.250 0.017 0.608
5982393 1-Mar-31 $304,299.47 67.03 0.250 0.017 0.358
5982401 1-Apr-31 $307,541.41 80.00 0.250 0.017 0.483
5982413 1-Apr-31 $324,516.09 69.15 0.250 0.017 0.483
5982420 1-Apr-31 $427,762.15 80.00 0.250 0.017 0.483
5982423 1-Mar-31 $379,127.20 29.23 0.250 0.017 0.358
5982428 1-Apr-31 $395,351.73 55.44 0.250 0.017 0.483
5982436 1-Mar-31 $289,116.84 95.00 0.250 0.017 0.608
5982440 1-Mar-31 $326,370.76 80.00 0.250 0.017 0.483
5982448 1-Mar-31 $462,986.07 80.00 0.250 0.017 0.608
5982453 1-Apr-31 $439,910.20 73.43 0.250 0.017 0.233
5982668 1-Apr-31 $334,475.74 79.76 0.250 0.017 0.233
5982669 1-Apr-31 $329,483.58 45.52 0.250 0.017 0.233
5982681 1-Mar-31 $349,215.84 77.78 0.250 0.017 0.483
5982687 1-Mar-31 $433,302.47 78.96 0.250 0.017 0.358
5982693 1-Apr-31 $342,368.62 70.00 0.250 0.017 0.483
5982730 1-Apr-31 $172,735.91 26.78 0.250 0.017 0.358
5982735 1-Mar-31 $324,141.82 80.00 0.250 0.017 0.983
5982754 1-Mar-31 $310,527.71 79.76 0.250 0.017 0.483
5982760 1-Mar-31 $474,058.12 77.90 0.250 0.017 0.483
5982768 1-Mar-31 $468,348.37 79.90 0.250 0.017 0.483
5982779 1-Mar-31 $381,078.13 79.58 0.250 0.017 0.108
5982815 1-Apr-31 $327,559.97 90.00 06 0.250 0.017 0.108
5982837 1-Apr-31 $549,221.12 72.37 0.250 0.017 0.733
5982865 1-Apr-26 $338,723.58 70.00 0.250 0.017 0.483
5982878 1-Apr-31 $336,910.04 74.98 0.250 0.017 0.608
5982888 1-Mar-31 $309,305.50 62.00 0.250 0.017 0.483
5982893 1-Mar-31 $382,640.82 89.60 0.250 0.017 0.483
5982906 1-Apr-31 $391,900.82 79.99 0.250 0.017 0.358
5982908 1-Mar-31 $323,274.10 74.48 0.250 0.017 0.483
5982916 1-Jan-31 $296,924.03 66.22 0.250 0.017 1.233
5982923 1-Apr-31 $299,553.31 94.05 0.250 0.017 0.483
5982937 1-Mar-31 $761,611.51 75.00 0.250 0.017 0.000
5982941 1-Apr-31 $440,293.14 74.75 0.250 0.017 0.358
5982949 1-Mar-31 $296,929.87 56.76 0.250 0.017 0.483
5982980 1-Mar-31 $318,743.53 79.01 0.250 0.017 0.233
5982992 1-Mar-31 $388,665.13 49.06 0.250 0.017 0.233
5983006 1-Apr-31 $595,384.14 75.00 0.250 0.017 0.608
5983007 1-Apr-31 $391,416.32 80.00 0.250 0.017 0.483
5983048 1-Apr-31 $411,371.06 73.57 0.250 0.017 0.358
5983092 1-Apr-31 $319,499.24 80.00 0.250 0.017 0.233
5983109 1-Apr-31 $538,771.96 75.00 0.250 0.017 0.483
5983148 1-Apr-31 $449,329.97 71.94 0.250 0.017 0.483
5983178 1-Apr-31 $327,511.62 71.30 0.250 0.017 0.483
5983193 1-Apr-31 $483,242.58 80.00 0.250 0.017 0.233
5983213 1-Apr-31 $369,449.10 64.91 0.250 0.017 0.483
5983219 1-Mar-31 $353,849.49 79.54 0.250 0.017 1.108
5983227 1-Apr-31 $616,126.25 72.33 0.250 0.017 0.733
5983236 1-Mar-31 $371,315.72 79.99 0.250 0.017 0.108
5983256 1-Mar-31 $146,617.05 65.00 0.250 0.017 1.233
5983260 1-Apr-31 $223,658.05 74.67 0.250 0.017 0.358
5983399 1-Mar-31 $183,593.66 80.00 0.250 0.017 0.608
5983405 1-Apr-31 $335,348.15 80.00 0.250 0.017 0.483
5983447 1-Apr-31 $323,867.05 79.11 0.250 0.017 0.483
5983449 1-Apr-31 $412,884.32 78.02 0.250 0.017 0.483
5983463 1-Mar-31 $372,599.70 83.30 0.250 0.017 0.858
5983479 1-Apr-31 $389,189.98 89.99 13 0.250 0.017 0.233
5983501 1-Apr-31 $484,164.94 63.46 0.250 0.017 0.233
5983511 1-Apr-31 $299,553.31 79.97 0.250 0.017 0.483
5983672 1-Apr-31 $451,327.00 80.00 0.250 0.017 0.483
5983733 1-Apr-31 $439,344.86 80.00 0.250 0.017 0.483
5983773 1-Mar-31 $279,422.58 79.99 0.250 0.017 0.483
5983828 1-Sep-30 $371,023.39 78.72 0.250 0.017 0.983
5984131 1-Apr-31 $307,529.84 80.00 0.250 0.017 0.358
5984141 1-Apr-31 $318,275.40 73.28 0.250 0.017 0.483
5984147 1-Mar-31 $299,327.90 72.29 0.250 0.017 0.483
5984158 1-Apr-31 $564,137.53 66.47 0.250 0.017 0.358
5984167 1-Apr-31 $449,313.06 63.83 0.250 0.017 0.358
5984176 1-Apr-31 $364,442.81 74.49 0.250 0.017 0.358
5984177 1-Apr-31 $373,043.73 80.00 0.250 0.017 0.483
5984186 1-Apr-31 $319,535.29 76.92 0.250 0.017 0.608
5984202 1-Apr-31 $384,426.75 70.00 0.250 0.017 0.483
5984214 1-Apr-31 $584,084.54 78.52 0.250 0.017 0.233
5984224 1-Apr-31 $467,267.63 80.00 0.250 0.017 0.233
5984235 1-Apr-31 $382,722.14 73.47 0.250 0.017 0.358
5984250 1-Apr-31 $392,215.14 79.35 0.250 0.017 0.483
5984256 1-Apr-31 $344,511.41 61.06 0.250 0.017 0.733
5984262 1-Apr-31 $323,018.33 68.98 0.250 0.017 0.483
5984276 1-Apr-31 $294,364.59 90.00 0.250 0.017 0.983
5984293 1-Nov-30 $446,478.86 76.38 0.250 0.017 0.858
5984295 1-Apr-31 $292,075.24 90.00 13 0.250 0.017 0.608
5984327 1-Apr-31 $524,237.62 70.00 0.250 0.017 0.608
5984488 1-Apr-31 $599,084.07 75.00 0.250 0.017 0.358
5984524 1-Apr-31 $339,457.83 72.96 0.250 0.017 0.608
5984555 1-Apr-31 $119,334.98 62.24 0.250 0.017 0.858
5984649 1-Apr-31 $558,367.39 79.89 0.250 0.017 0.483
5984670 1-Apr-31 $399,389.39 64.00 0.250 0.017 0.358
5984710 1-Apr-31 $348,127.77 74.03 0.250 0.017 0.358
5984752 1-Apr-31 $439,228.46 80.00 0.250 0.017 0.358
5984817 1-Apr-31 $119,846.41 80.00 0.250 0.017 1.233
5984839 1-Apr-31 $199,202.97 70.00 0.250 0.017 0.483
5984937 1-Apr-31 $978,540.85 70.00 0.250 0.017 0.483
5984959 1-Apr-31 $535,381.49 76.60 0.250 0.017 0.358
5984995 1-Apr-31 $145,959.60 74.97 0.250 0.017 0.000
5985011 1-Apr-31 $382,600.33 80.00 0.250 0.017 0.233
5985235 1-Apr-31 $439,344.86 61.45 0.250 0.017 0.483
5985278 1-Apr-31 $341,464.79 79.91 0.250 0.017 0.233
5985345 1-Apr-31 $323,241.59 80.00 0.250 0.017 0.733
5985378 1-Apr-31 $529,932.81 80.00 0.250 0.017 0.233
5985407 1-Apr-31 $848,734.40 68.00 0.250 0.017 0.483
5985456 1-Apr-31 $468,241.46 76.00 0.250 0.017 0.358
5985465 1-Apr-31 $640,887.74 77.82 0.250 0.017 0.483
5987280 1-Apr-31 $552,535.94 69.16 0.250 0.017 0.858
5987326 1-Apr-31 $528,859.94 74.65 0.250 0.017 0.733
5987370 1-Apr-31 $398,405.91 79.80 0.250 0.017 0.483
5987525 1-Apr-31 $647,485.14 58.95 0.250 0.017 0.233
5987536 1-Apr-31 $283,636.55 80.00 0.250 0.017 1.233
5987561 1-Apr-31 $359,364.13 80.00 0.250 0.017 0.483
5987564 1-Apr-31 $439,328.32 80.00 0.250 0.017 0.358
5987581 1-Apr-31 $346,656.66 80.00 0.250 0.017 0.233
5987591 1-Apr-31 $548,951.70 70.88 0.250 0.017 0.233
5988195 1-Apr-31 $399,404.42 44.44 0.250 0.017 0.483
5988887 1-Apr-31 $348,518.05 89.72 33 0.250 0.017 0.858
5988930 1-Apr-31 $301,759.96 79.63 0.250 0.017 0.483
5989008 1-May-31 $293,670.73 51.11 0.250 0.017 0.233
5989830 1-Oct-30 $283,583.99 95.00 11 0.250 0.017 1.483
5989877 1-Apr-31 $319,499.22 80.00 0.250 0.017 0.233
$179,395,827.60
COUNT: 446
WAC: 7.59381
WAM: 357.1555224
WALTV: 73.1735398
WFMBS
WFMBS 2001-15 EXHIBIT F-3B Group II Loans
30 YEAR FIXED RATE NON-RELOCATION LOANS (continued)
(i) (xvii) (xviii)
----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- -----------------------------------------------------------------
5832321 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
5832329 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
5843632 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5871299 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5878627 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5888551 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5893264 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5905321 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5905501 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5909731 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909927 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5914370 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5919389 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5935775 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5939806 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943473 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5947355 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5947946 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5953897 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953925 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954166 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5958580 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959218 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960089 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5960132 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5960146 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5960155 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5960167 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961622 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961636 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961646 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5961747 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961795 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961932 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961940 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961950 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961951 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961964 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961970 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961984 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961988 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5961998 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962013 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962029 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962038 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962052 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962073 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962083 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962100 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962354 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962442 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962466 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962495 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962505 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962520 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962546 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962557 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962571 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962579 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962589 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962603 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962614 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962623 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962636 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962665 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962685 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962690 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963135 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963142 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963148 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963153 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963419 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963436 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963468 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963494 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963614 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963625 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963633 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963635 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963649 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963650 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963660 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963667 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963672 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963700 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963734 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963774 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963786 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963797 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963810 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963824 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963834 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963837 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963839 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963855 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963872 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963885 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5963929 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964011 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964031 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964038 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964041 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964050 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964058 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964060 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964080 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964086 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964089 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964096 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964098 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964102 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964111 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964140 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964153 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964159 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964160 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964166 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964170 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964175 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964188 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964740 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964749 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964759 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964768 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964965 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964979 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5966208 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5966228 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5966237 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5966246 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5966264 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5966274 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969431 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969443 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969455 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969479 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969487 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969490 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969509 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969524 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969539 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969558 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969596 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969645 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5969675 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970350 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970361 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970371 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970384 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970402 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970411 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970441 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970459 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970471 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972208 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972213 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972228 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972240 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973090 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973100 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973112 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973119 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973124 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973141 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973157 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973411 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973429 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973440 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973460 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973480 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973499 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973671 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973681 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973690 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5973709 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5974292 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5974302 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5974312 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5974656 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5974667 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5974685 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5974700 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5974707 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975137 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5975187 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975195 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975203 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975224 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975225 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975247 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975315 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975355 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975375 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5975392 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5976168 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5977248 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977497 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977525 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977528 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977538 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977551 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977579 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977580 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977597 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977604 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977623 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977645 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977666 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977668 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977676 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977710 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977728 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977806 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977849 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977878 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977894 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977922 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977944 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977970 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977981 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977996 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978082 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978110 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978125 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978259 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978278 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978288 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978295 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978348 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978352 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978410 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978459 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978609 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978610 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978624 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978642 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978653 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978665 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978686 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978691 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978707 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978708 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978709 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978718 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978723 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978739 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978744 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978757 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978767 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978776 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978784 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978786 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978791 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978905 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5978917 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979053 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979069 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979072 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979084 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979101 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979115 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979158 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979161 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979181 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979205 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979211 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979235 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979242 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979274 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979280 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979296 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979322 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979325 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979350 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979360 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979368 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979383 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979393 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979406 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979474 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979547 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979579 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979617 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979651 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979736 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979784 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5979884 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5980550 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5980751 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5980770 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5980900 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5980926 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5980996 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981027 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981073 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981094 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981111 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981165 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981363 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981919 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981935 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981953 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981974 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981975 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5981990 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982016 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982036 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982051 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982085 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982099 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982112 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982127 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982147 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982148 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982157 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982170 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982176 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982294 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982309 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982333 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982335 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982352 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982353 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982361 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982371 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982374 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982375 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982382 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982383 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982391 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982393 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982401 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982413 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982420 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982423 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982428 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982436 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982440 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982448 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982453 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982668 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982669 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982681 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982687 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982693 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982730 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982735 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982754 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982760 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982768 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982779 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982815 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982837 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982865 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982878 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982888 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982893 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982906 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982908 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982916 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982923 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982937 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982941 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982949 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982980 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5982992 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983006 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983007 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983048 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983092 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983109 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983148 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983178 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983193 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983213 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983219 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983227 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983236 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983256 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983260 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983399 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983405 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983447 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983449 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983463 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983479 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983501 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983511 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983672 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983733 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983773 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5983828 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984131 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984141 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984147 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984158 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984167 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984176 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984177 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984186 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984202 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984214 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984224 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984235 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984250 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984256 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984262 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984276 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984293 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984295 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984327 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984488 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984524 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984555 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984649 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984670 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984710 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984752 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984817 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984839 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984937 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984959 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5984995 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5985011 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5985235 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5985278 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5985345 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5985378 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5985407 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5985456 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5985465 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5987280 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5987326 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5987370 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5987525 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5987536 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5987561 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5987564 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5987581 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5987591 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5988195 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5988887 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5988930 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5989008 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5989830 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5989877 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
COUNT: 446
WAC: 7.59381
WAM: 357.1555224
WALTV: 73.1735398
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: ____________________________________
Servicer
Loan No.: ____________________________________
Custodian/Trust Administrator
Name: ____________________________________
Address: ____________________________________
____________________________________
Custodian/Trustee
Mortgage File No.: ____________________________________
Seller
Name: ____________________________________
Address: ____________________________________
____________________________________
Certificates: Mortgage Pass-Through Certificates,
Series 2001-15
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trust Administrator for the Holders
of Mortgage Pass-Through Certificates, Series 2001-15, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of June 28, 2001 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 20__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the
purposes provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security
interest, charges, writs of attachment or other impositions nor
shall the Master Servicer assert or seek to assert any claims or
rights of setoff to or against the Documents or any proceeds
thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the
Mortgage Loan relating to the Documents has been liquidated and the
proceeds thereof have been remitted to the Certificate Account and
except as expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master
Servicer shall at all times be earmarked for the account of the
Trust Administrator, on behalf of the Trustee, and the Master
Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's
possession, custody or control.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:_______________________________________
Name:
Title:
Date: ________________, 20__
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA
INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Wells Fargo Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2001-15, Class
[I-A-R][I-A-LR] Certificate (the "Class [I-A-R][I-A-LR] Certificate") for the
account of, or as agent (including a broker, nominee, or other middleman) for,
any person or entity from which it has not received an affidavit substantially
in the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class [I-A-R][I-A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [I-A-R][I-A-LR] Certificate in excess of cash flows
generated by the Class [I-A-R][I-A-LR] Certificate.
6. That the Purchaser will not transfer the Class [I-A-R][I-A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 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 [I-A-R][I-A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator 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 Trust Administrator an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
[I-A-R][I-A-LR] Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the
Class [I-A-R][I-A-LR] Certificate will not be disregarded for federal income tax
purposes. "U.S. Person" means a citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
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 I-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 [I-A-R][I-A-LR] Certificate]
[Date]
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Re: Wells Fargo Asset Securities Corporation,
Series 2001-15, Class [I-A-R][I-A-LR]
-----------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
--------------------------------
EXHIBIT J
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-15
CLASS [B-4] [B-5] [B-6] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Wells Fargo Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Wells Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-15,
Class [B-4] [B-5] [B-6] Certificates (the "Class [B-4] [B-5] [B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of June 28, 2001 (the "Pooling and Servicing
Agreement") among Wells Fargo Asset Securities Corporation, as seller (the
"Seller"), Wells Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-15.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [B-4] [B-5] [B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [B-4] [B-5] [B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
(c) [The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[B-4] [B-5] [B-6] Certificates; the Purchaser has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an investment
in the Class [B-4] [B-5] [B-6] Certificates and can afford a complete loss of
such investment.]
[(d) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(e) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated _______________, relating to the
Class [B-4] [B-5] [B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [B-4] [B-5] [B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [B-4] [B-5] [B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [B-4] [B-5] [B-6] Certificates. The Purchaser will not
use or disclose any information it receives in connection with its purchase of
the Class [B-4] [B-5] [B-6] Certificates other than in connection with a
subsequent sale of Class [B-4] [B-5] [B-6] Certificates.
(f) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-4] [B-5] [B-6] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4] [B-5] [B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trust Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as the Seller or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of counsel to
the effect that the proposed transfer will not cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trust
Administrator, the Trustee, the Seller or the Master Servicer to any obligation
in addition to those undertaken in the Pooling and Servicing Agreement
(including any liability for civil penalties or excise taxes imposed pursuant to
ERISA, Section 4975 of the Code or Similar Law).
(g) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [B-4] [B-5] [B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [B-4] [B-5] [B-6] Certificates.
(a) The Purchaser understands that the Class [B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-4][B-5][B-6] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor the Trust
Administrator is under any obligation to register the Class [B-4][B-5][B-6]
Certificates or make an exemption available. In the event that such a transfer
is to be made in reliance upon an exemption from the Act or applicable state
securities laws, (i) the Trust Administrator shall require, in order to assure
compliance with such laws, that the Certificateholder's prospective transferee
certify to the Seller and the Trust Administrator as to the factual basis for
the registration or qualification exemption relied upon, and (ii) unless the
transferee is a "Qualified Institutional Buyer" within the meaning of Rule 144A
of the Act, the Trust Administrator or the Seller may, if such transfer is made
within three years from the later of (a) the Closing Date or (b) the last date
on which the Seller or any affiliate thereof was a holder of the Certificates
proposed to be transferred, require an Opinion of Counsel that such transfer may
be made pursuant to an exemption from the Act and state securities laws, which
Opinion of Counsel shall not be an expense of the Trust Administrator, the
Master Servicer or the Seller. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trust
Administrator, the Master Servicer, any Paying Agent acting on behalf of the
Trust Administrator and the Seller against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class [B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trust Administrator with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-4][B-5][B-6]
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
HomeSide Lending Inc. Servicing Agreement
Chase Manhattan Mortgage Corporation Servicing Agreement
Colonial Savings F.A. Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Firstar Bank N.A. Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
HSBC Mortgage Corporation (USA) Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
CUNA Mutual Mortgage Corporation Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
Cendant Mortgage Corporation Servicing Agreement
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
-----------------------------------------------
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of _, between Wells Fargo Bank
Minnesota, National Association (the "Company" and "Wells Fargo Bank") and (the
"Purchaser").
PRELIMINARY STATEMENT
________________________ is the holder of the entire interest in Wells Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-15,
Class ____ (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 among
Wells Fargo Asset Securities Corporation, as seller (the "Seller"), Wells Fargo
Bank Minnesota, National Association, as Master Servicer and First Union
National Bank, as Trust Administrator and the United States Trust Company of New
York, as Trustee.
________________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least P-1 by Moody's Investors Service, Inc.
("Moody's") or at least A-1 by Standard and Poor's, a division of The McGraw
Hill Companies, Inc. ("S&P") 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 Moody's, (y)
the certificate of deposit or other unsecured short-term debt obligations of
such depository institution or trust company have a rating of at least A-1 by
Moody's or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Moody's or S&P 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 ommencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or included
in or with the monthly statements to Certificateholders pursuant to
the Pooling and Servicing Agreement), the Company, shall provide to
the Purchaser a report, using the same methodology and calculations
in its standard servicing reports, indicating for the Trust Estate
the number of Mortgage Loans that are (A) thirty days, (B) sixty
days, (C) ninety days or more delinquent or (D) in foreclosure, and
indicating for each such Mortgage Loan the loan number and
outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the
Company as Master Servicer is granted such authority in the related
Servicing Agreement) the Servicer to provide the Purchaser with a
notice (sent by telecopier) of such proposed and imminent
foreclosure, stating the loan number and the aggregate amount owing
under the Mortgage Loan. Such notice may be provided to the
Purchaser in the form of a copy of a referral letter from such
Servicer to an attorney requesting the institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Wells Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-15. 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
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(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:
SCHEDULE I
Wells Fargo Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2001-15
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
WFHM (Exhibits F-2) Prior Month Prior Month
National City Mortgage Co. Mid-Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
Chase Manhattan Mortgage Corporation Mid-Month Prior Month
Colonial Savings, F.A. Mid-Month Prior Month
Bank of Oklahoma, N.A. Mid-Month Prior Month
The Huntington Mortgage Company Mid-Month Prior Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
CUNA Mutual Mortgage Corporation Mid-Month Prior Month
First Union Mortgage Corporation Mid-Month Prior Month
Firstar Bank, N.A. Mid-Month Prior Month
Cendant Mortgage Corporation Prior Month Prior Month