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XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of December 21, 2001
$401,417,848.32
Mortgage Pass-Through Certificates
Series 2001-34
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions...................................................
Section 1.02 Acts of Holders...............................................
Section 1.03 Effect of Headings and Table of Contents......................
Section 1.04 Benefits of Agreement.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by Trustee.........................................
Section 2.03 Representations and Warranties of the Master Servicer
and the Seller...............................................
Section 2.04 Execution and Delivery of Certificates........................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date............................
Section 2.06 Optional Substitution of Mortgage Loans.......................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account...........................................
Section 3.02 Permitted Withdrawals from the Certificate Account............
Section 3.03 Advances by Master Servicer and Trustee.......................
Section 3.04 Trustee to Cooperate;
Release of Owner Mortgage Loan Files.........................
Section 3.05 Reports to the Trustee; Annual Compliance Statements..........
Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan....
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions..........................
Section 3.08 Oversight of Servicing........................................
Section 3.09 Termination and Substitution of Servicing Agreements..........
Section 3.10 Application of Net Liquidation Proceeds.......................
Section 3.11 Act Reports...................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.................................................
Section 4.02 Allocation of Realized Losses.................................
Section 4.03 Paying Agent..................................................
Section 4.04 Statements to Certificateholders;
Reports to the Trustee and the Seller........................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........
Section 4.06 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer...............
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..............................................
Section 5.02 Registration of Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04 Persons Deemed Owners.........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses.....
Section 5.06 Maintenance of Office or Agency...............................
Section 5.07 Definitive Certificates.......................................
Section 5.08 Notices to Clearing Agency....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...............
Section 6.02 Merger or Consolidation of the Seller or the Master Servicer..
Section 6.03 Limitation on Liability of the Seller, the Master Servicer
and Others...................................................
Section 6.04 Resignation of the Master Servicer............................
Section 6.05 Compensation to the Master Servicer...........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.........
Section 6.07 Indemnification of Trustee and Seller by Master Servicer......
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.............................................
Section 7.02 Other Remedies of Trustee.....................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default....................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default....................
Section 7.05 Trustee to Act; Appointment of Successor......................
Section 7.06 Notification to Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.............................................
Section 8.02 Certain Matters Affecting the Trustee.........................
Section 8.03 Trustee Not Required to Make Investigation....................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 8.05 Trustee May Own Certificates..................................
Section 8.06 The Master Servicer to Pay Fees and Expenses..................
Section 8.07 Eligibility Requirements......................................
Section 8.08 Resignation and Removal.......................................
Section 8.09 Successor.....................................................
Section 8.10 Merger or Consolidation.......................................
Section 8.11 Authenticating Agent..........................................
Section 8.12 Separate Trustees and Co-Trustees.............................
Section 8.13 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 Percentage..................................
Section 11.03(a) Original Group I-A Percentage..............................
Section 11.03(b) Original Group II-A Percentage.............................
Section 11.03(c) Original Group III-A Percentage............................
Section 11.04 Original Principal Balances of the Classes of Class A
Certificates..............................................
Section 11.05 [Reserved].................................................
Section 11.06 Original Aggregate Subordinate Percentage..................
Section 11.07 Original Class B Principal Balance.........................
Section 11.08 Original Subordinated Principal Balance....................
Section 11.08(a) Original Group I Subordinated Principal Balance............
Section 11.08(b) Original Group II Subordinated Principal Balance...........
Section 11.08(c) Original Group III Subordinated Principal Balance..........
Section 11.09 Original Principal Balances of the Classes of Class B
Certificates..............................................
Section 11.10 Original Class B-1 Fractional Interest.....................
Section 11.11 Original Class B-2 Fractional Interest.....................
Section 11.12 Original Class B-3 Fractional Interest.....................
Section 11.13 Original Class B-4 Fractional Interest.....................
Section 11.14 Original Class B-5 Fractional Interest.....................
Section 11.15 Closing Date...............................................
Section 11.16 Right to Purchase..........................................
Section 11.17 Wire Transfer Eligibility..................................
Section 11.18 Single Certificate.........................................
Section 11.19 Servicing Fee Rate.........................................
EXHIBITS
--------
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate
EXHIBIT A-II-A - Form of Face of Class II-A Certificate
EXHIBIT A-III-A - Form of Face of Class III-A 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 2001-34 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans in Loan Group I
EXHIBIT F-2 - Schedule of Mortgage Loans in Loan Group II
EXHIBIT F-3 - Schedule of Mortgage Loans in Loan Group III
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Reserved
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of December 21, 2001
executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and FIRST UNION
NATIONAL BANK, as Trustee.
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, 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 and (ii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Adjustment Date: As to each Mortgage Loan, the Due Date on which
date an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes
effective under the related Mortgage Note, which Due Date is the date set forth
in the Mortgage Loan Schedule as the first Adjustment Date and each subsequent
anniversary thereof.
Aggregate Adjusted Pool Amount: With respect to any Distribution
Date, the sum of the Group I Adjusted Pool Amount, Group II Adjusted Pool Amount
and Group III Adjusted Pool Amount.
Aggregate Class A Principal Balance: With respect to any
Determination Date, the sum of the Group I-A Principal Balance, Group II-A
Principal Balance and Group III-A Principal Balance.
Aggregate Class A Percentage: With respect to any Distribution Date,
the percentage, the numerator of which is the Aggregate Class A Principal
Balance prior to giving effect to any distributions on such Distribution Date,
and the denominator of which is the sum of the Pool Balances for each Loan Group
on the first day of the month preceding the month of such Distribution Date.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group I-A Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group II-A Certificates.
Aggregate Group III-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 III-A Certificates.
Aggregate Principal Balance: As of any Determination Date, the sum
of the Group I-A Principal Balance, the Group II-A Principal Balance, the Group
III-A 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, Group
II Pool Balance and Group III Pool Balance.
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 and (ii) the Apportionment
Fraction for such Class.
Apportioned Interest Accrual Amount: As to any Distribution Date and
any of the Group I Apportioned Principal Balance, Group II Apportioned Principal
Balance or Group III 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, Group II
Apportioned Principal Balance or Group III Apportioned Principal Balance as of
the Determination Date preceding such Distribution Date.
Apportionment Fraction: As to any Class of Class B Certificates and
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 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 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
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicing Compensation: With respect to any
Distribution Date, the sum of (a) interest earned through the business day
preceding the applicable Distribution Date on amounts in the Certificate Account
remitted to the Master Servicer by the Servicers and (b) 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 Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1 Certificates,
Class II-A Certificates, Class III-A Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates, beneficial ownership and transfers
of which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit 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-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-I-A-R and Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the Class
I-A-R Certificate.
Class II-A Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A and Exhibit C hereto.
Class II-A Certificateholder: The registered holder of a Class II-A
Certificate.
Class III-A Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-III-A and Exhibit C hereto.
Class III-A Certificateholder: The registered holder of a Class
III-A Certificate.
Class A Certificate: Any of the Group I-A Certificates, Group II-A
Certificates or Group III-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, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the sum of (a) the Group I-A Interest Accrual
Amount, (b) the Group II-A Interest Accrual Amount and (c) the Group III-A
Interest Accrual Amount.
Class A Pass-Through Rate: As to the Class I-A-1 and Class I-A-R
Certificates and the first Distribution Date, 5.898975869% per annum. For each
Distribution Date after the initial Distribution Date, the Class A Pass-Through
Rate on the Class I-A-1 and Class I-A-R Certificates will be a per annum rate
equal to the weighted average of the Net Mortgage Interest Rates of the Group I
Mortgage Loans (based on Scheduled Principal Balances of the Group I Mortgage
Loans on the first day of the month preceding the month of such Distribution
Date). As to the Class II-A Certificates and the first Distribution Date,
6.251121111% per annum. For each Distribution Date after the initial
Distribution Date, the Class A Pass-Through Rate on the Class II-A Certificates
will be a per annum rate equal to the weighted average of the Net Mortgage
Interest Rates of the Group II Mortgage Loans (based on Scheduled Principal
Balances of the Group II Mortgage Loans on the first day of the month preceding
the month of such Distribution Date). As to the Class III-A Certificates and the
first Distribution Date, 6.201906700% per annum. For each Distribution Date
after the initial Distribution Date, the Class A Pass-Through Rate on the Class
III-A Certificates will be a per annum rate equal to the weighted average of the
Net Mortgage Interest Rates of the Group III Mortgage Loans (based on Scheduled
Principal Balances of the Group III Mortgage Loans on the first day of the month
preceding the month of such Distribution Date).
Class A Unpaid Interest Shortfall: As to any Distribution Date and
Class of Class A Certificates, the amount, if any, by which the aggregate of the
Group I-A Interest Shortfall Amounts, Group II-A Interest Shortfall Amounts or
Group III-A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i).
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 III 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 III
Optimal Principal Amounts.
Class B Loan Group Optimal Principal Amount: Any of the Class B Loan
Group I Optimal Principal Amount, Class B Loan Group II Optimal Principal Amount
or Class B Loan Group III 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 the initial Distribution Date,
6.165898136% per annum. As to each Distribution Date thereafter, a per annum
rate equal to the weighted average of the Weighted Average Net Mortgage Interest
Rate of each Loan Group (weighted on the basis of the Group Subordinate Amount
of each Loan Group).
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
Trustee and authenticated by the Trustee 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:
(i) the Group I Class B-1 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-1 Percentage (with
respect to each such Group III Mortgage Loan) of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-1
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries and Final
Liquidation Proceeds) 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 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-1 Percentage (with
respect to each such Group III Mortgage Loan) of the excess, if any, of
(a) the Final Liquidation Proceeds net of Liquidation Expenses allocable
to principal received by a Servicer with respect to each such Mortgage
Loan during the applicable Unscheduled Principal Receipt Period relating
to such Distribution Date over (b) the amounts distributable to the
related Group of Class A Certificates pursuant to clause (a)(iii) of the
definition of Group I-A Optimal Principal Amount, Group II-A Optimal
Principal Amount or Group III-A Optimal Principal Amount.
(iv) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-1
Prepayment Percentage (with respect to each such Group III 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
(v) the Group I Class B-1 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-1 Percentage (with
respect to each such Group III 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 Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-1 Prepayment Percentage, Group II Class B-1
Prepayment Percentage or Group III Class B-1 Prepayment Percentage, as
applicable, of the 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 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; 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
Trustee and authenticated by the Trustee 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:
(i) the Group I Class B-2 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-2 Percentage (with
respect to each such Group III Mortgage Loan) of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-2
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries and Final
Liquidation Proceeds) 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 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-2 Percentage (with
respect to each such Group III Mortgage Loan) of the excess, if any, of
(a) the Final Liquidation Proceeds net of Liquidation Expenses allocable
to principal received by a Servicer with respect to each such Mortgage
Loan during the applicable Unscheduled Principal Receipt Period relating
to such Distribution Date over (b) the amounts distributable to the
related Group of Class A Certificates pursuant to clause (a)(iii) of the
definition of Group I-A Optimal Principal Amount, Group II-A Optimal
Principal Amount or Group III-A Optimal Principal Amount.
(iv) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-2
Prepayment Percentage (with respect to each such Group III 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
(v) the Group I Class B-2 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-2 Percentage (with
respect to each such Group III 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 Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-2 Prepayment Percentage, Group II Class B-2
Prepayment Percentage or Group III Class B-2 Prepayment Percentage, as
applicable, of the 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 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; 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
Trustee and authenticated by the Trustee 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:
(i) the Group I Class B-3 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-3 Percentage (with
respect to each such Group III Mortgage Loan) of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-3 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-3
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries and Final
Liquidation Proceeds) 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 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-3 Percentage (with
respect to each such Group III Mortgage Loan) of the excess, if any, of
(a) the Final Liquidation Proceeds net of Liquidation Expenses allocable
to principal received by a Servicer with respect to each such Mortgage
Loan during the applicable Unscheduled Principal Receipt Period relating
to such Distribution Date over (b) the amounts distributable to the
related Group of Class A Certificates pursuant to clause (a)(iii) of the
definition of Group I-A Optimal Principal Amount, Group II-A Optimal
Principal Amount or Group III-A Optimal Principal Amount.
(iv) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-3 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-3
Prepayment Percentage (with respect to each such Group III 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
(v) the Group I Class B-3 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-3 Percentage (with
respect to each such Group III 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 Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-3 Prepayment Percentage, Group II Class B-3
Prepayment Percentage or Group III Class B-3 Prepayment Percentage, as
applicable, of the 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 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; 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
Trustee and authenticated by the Trustee 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:
(i) the Group I Class B-4 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-4 Percentage (with
respect to each such Group III Mortgage Loan) of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-4 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-4
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries and Final
Liquidation Proceeds) 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 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-4 Percentage (with
respect to each such Group III Mortgage Loan) of the excess, if any, of
(a) the Final Liquidation Proceeds net of Liquidation Expenses allocable
to principal received by a Servicer with respect to each such Mortgage
Loan during the applicable Unscheduled Principal Receipt Period relating
to such Distribution Date over (b) the amounts distributable to the
related Group of Class A Certificates pursuant to clause (a)(iii) of the
definition of Group I-A Optimal Principal Amount, Group II-A Optimal
Principal Amount or Group III-A Optimal Principal Amount.
(iv) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-4 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-4
Prepayment Percentage (with respect to each such Group III 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
(v) the Group I Class B-4 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-4 Percentage (with
respect to each such Group III 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 Trustee in respect of such Mortgage Loan;
(II) the Group I Class B-3 Prepayment Percentage, Group II Class B-3
Prepayment Percentage or Group III Class B-3 Prepayment Percentage, as
applicable, of the 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 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; 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
Trustee and authenticated by the Trustee 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:
(i) the Group I Class B-5 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-5 Percentage (with
respect to each such Group III Mortgage Loan) of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-5 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-5
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries and Final
Liquidation Proceeds) 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 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-5 Percentage (with
respect to each such Group III Mortgage Loan) of the excess, if any, of
(a) the Final Liquidation Proceeds net of Liquidation Expenses allocable
to principal received by a Servicer with respect to each such Mortgage
Loan during the applicable Unscheduled Principal Receipt Period relating
to such Distribution Date over (b) the amounts distributable to the
related Group of Class A Certificates pursuant to clause (a)(iii) of the
definition of Group I-A Optimal Principal Amount, Group II-A Optimal
Principal Amount or Group III-A Optimal Principal Amount.
(iv) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-5 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-5
Prepayment Percentage (with respect to each such Group III 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
(v) the Group I Class B-5 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-5 Percentage (with
respect to each such Group III 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 Trustee in respect of such
Mortgage Loan; and
(II) the Group I Class B-5 Prepayment Percentage, Group II Class B-5
Prepayment Percentage or Group III Class B-5 Prepayment Percentage, as
applicable, of the 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 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; 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
Trustee and authenticated by the Trustee 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:
(i) the Group I Class B-6 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-6 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-6 Percentage (with
respect to each such Group III Mortgage Loan) of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-6 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-6
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries and Final
Liquidation Proceeds) 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 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-6 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-6 Percentage (with
respect to each such Group III Mortgage Loan) of the excess, if any, of
(a) the Final Liquidation Proceeds net of Liquidation Expenses allocable
to principal received by a Servicer with respect to each such Mortgage
Loan during the applicable Unscheduled Principal Receipt Period relating
to such Distribution Date over (b) the amounts distributable to the
related Group of Class A Certificates pursuant to clause (a)(iii) of the
definition of Group I-A Optimal Principal Amount, Group II-A Optimal
Principal Amount or Group III-A Optimal Principal Amount.
(iv) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-6 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-6
Prepayment Percentage (with respect to each such Group III 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
(v) the Group I Class B-6 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-6 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-6 Percentage (with
respect to each such Group III 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 Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-6 Prepayment Percentage, Group II Class B-6
Prepayment Percentage or Group III Class B-6 Prepayment Percentage, as
applicable, of the 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 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); 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).
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.15.
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
least of (a) the aggregate Prepayment Interest Shortfall on the Mortgage Loans
for such Distribution Date, (b) the product of (i) 1/12th of 0.20% and (ii) the
Pool Scheduled Principal Balance for such Distribution Date and (c) the
Available Master Servicing Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument, is located at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
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 Group III-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group
III-A Certificates pursuant to Paragraph first Clause (C) 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 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 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 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 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 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.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Mortgage Loan which was the subject of a Curtailment:
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Curtailment is
received by the Servicer on or after the Determination Date in
the month preceding the month of such Distribution Date but
prior to the first day of the month of such Distribution Date,
the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Curtailment from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month preceding the month
of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Curtailment
is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or, if
earlier, its application by the Servicer through the last day
of the month in which such Curtailment is received.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, 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 Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of the Trustee. 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.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each Rating Agency and would not cause the Trust Estate to fail to
qualify as a REMIC or result in the imposition of any federal tax on the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency;
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated Certificates
being placed on credit review status (other than for possible upgrading) by
either Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or other
pooled investment vehicle, the assets of which are limited to instruments that
otherwise would constitute Eligible Investments hereunder, including any such
fund that is managed by the Trustee or any affiliate of the Trustee or for which
the Trustee or any of its affiliates acts as an adviser as long as such fund is
rated in at least the highest rating category by each Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Liquidation Proceeds: Liquidation Proceeds received by a
Servicer during the Unscheduled Principal Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Class A Certificates and Class B Certificates is January 25, 2032,
which corresponds to the "latest possible maturity date" for purposes of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended.
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.
Gross Margin: As to each Mortgage Loan, the fixed percentage set
forth in the related Mortgage Note and indicated in the Mortgage Loan Schedule
as the "Gross Margin," which percentage is added to the Index on each Adjustment
Date to determine (subject to rounding, the Periodic Cap and the Rate Ceiling)
the Mortgage Interest Rate on such Mortgage Loan until the next Adjustment Date.
Group: The Group I-A Certificates, Group II-A Certificates or Group
III-A Certificates.
Group Subordinate Amount: Any of the Group I Subordinate Amount,
Group II Subordinate Amount or Group III Subordinate Amount.
Group A Principal Balance: Any of the Group I-A Principal Balance,
Group II-A Principal Balance or Group III-A Principal Balance.
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 Apportioned Interest Percentage: As to any Distribution Date
and any Class of Group I-A Certificates or Class B Certificates, the percentage
calculated by dividing (a) in the case of a Class of Group I-A Certificates, 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 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, the Group II Subordinate
Amount and the Group III 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 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 Class B Principal Balance.
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 certain unscheduled 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
certain unscheduled principal distributions in accordance with Section
4.01(d)(i), one.
Group I Class B-2 Percentage: As to any Distribution Date, 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 Class B Principal Balance.
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 certain unscheduled 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 certain unscheduled
principal distributions 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, 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 Class B Principal Balance.
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 certain unscheduled 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 certain unscheduled
principal distributions 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, 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 Class B Principal Balance.
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 certain unscheduled 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 certain unscheduled
principal distributions 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, 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 Class B Principal Balance.
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 certain unscheduled 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 certain unscheduled
principal distributions 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, 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 Class B Principal Balance.
Group I Class B-6 Prepayment Percentage: As to any Distribution
Date, 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 certain
unscheduled 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 certain unscheduled principal distributions 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-1
attached hereto.
Group I Pool 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 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 Trustee pursuant to Section
3.03, and (iii) all other amounts (including any Insurance Proceeds and
Compensating Interest) with respect to a Group I Mortgage Loan required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by
the Master Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group I
Mortgage Loan which represents the applicable 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, 2.03 or 3.08 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;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group I Mortgage Loans;
(j) Month End Interest in respect of Group I Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group I Mortgage Loans; and
(l) 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 (k) above, or not required to be deposited
in the Certificate Account under this Agreement.
Group I Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group I Pool Balance over (ii) the Group I-A 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 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 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, Group II Subordinate Amount
and Group III 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 (i) the Group II Subordinated Percentage by
(ii) 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 Class B Principal Balance.
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 certain unscheduled 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
certain unscheduled principal distributions in accordance with Section
4.01(d)(i), one.
Group II Class B-2 Percentage: As to any Distribution Date, 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 Class B Principal Balance.
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 certain unscheduled 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 certain unscheduled
principal distributions 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, 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 Class B Principal Balance.
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 certain unscheduled 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 certain unscheduled
principal distributions 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, 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 Class B Principal Balance.
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 certain unscheduled 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 certain unscheduled
principal distributions 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, 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 Class B Principal Balance.
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 certain unscheduled 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 certain unscheduled
principal distributions 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, 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 Class B Principal Balance.
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 certain unscheduled 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 certain unscheduled
principal 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 Exhibit F-2
attached hereto.
Group II Pool 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 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 Trustee pursuant to Section
3.03 and (iii) all other amounts (including any Insurance Proceeds and
Compensating Interest) with respect to a Group II Mortgage Loan required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
with respect to a Group II Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by
the Master Servicer or the Trustee;
(c) that portion of each payment of interest on a particular
Group II Mortgage Loan which represents the applicable 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, 2.03 or 3.08 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;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group II Mortgage Loans;
(j) Month End Interest in respect of Group II Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group II Mortgage Loans; and
(l) 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 (k) above, or not required to be
deposited in the Certificate Account under this Agreement.
Group II Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group II Pool Balance over (ii) the Group II-A 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 III Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group III
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group III 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 III
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 III 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 III Apportioned Interest Percentage: As to any Distribution
Date and any Class of Group III-A Certificates or Class B Certificates, the
percentage calculated by dividing (a) in the case of a Class of Group III-A
Certificates, 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 III
Apportioned Principal Balance of such Class by (b) the Group III Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
Group III 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 III Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount, Group II Subordinate Amount
and Group III Subordinate Amount.
Group III Class B Percentage: Any one of the Group III Class B-1
Percentage, Group III Class B-2 Percentage, Group III Class B-3 Percentage,
Group III Class B-4 Percentage, Group III Class B-5 Percentage or Group III
Class B-6 Percentage.
Group III Class B Prepayment Percentage: Any of the Group III Class
B-1 Prepayment Percentage, Group III Class B-2 Prepayment Percentage, Group III
Class B-3 Prepayment Percentage, Group III Class B-4 Prepayment Percentage,
Group III Class B-5 Prepayment Percentage or Group III Class B-6 Prepayment
Percentage.
Group III Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III Subordinated Percentage
by (ii) 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 Class B Principal Balance.
Group III Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group III Subordinated
Prepayment Percentage by either (i) if any Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive certain unscheduled 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
certain unscheduled principal distributions in accordance with Section
4.01(d)(i), one.
Group III Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.
Group III 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 III 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 certain unscheduled 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 certain unscheduled
principal distributions in accordance with Section 4.01(d)(i), the Group III
Class B-2 Prepayment Percentage for such Distribution Date will be zero.
Group III Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.
Group III 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 III 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 certain unscheduled 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 certain unscheduled
principal distributions in accordance with Section 4.01(d)(i), the Group III
Class B-3 Prepayment Percentage for such Distribution Date will be zero.
Group III Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.
Group III 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 III 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 certain unscheduled 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 certain unscheduled
principal distributions in accordance with Section 4.01(d)(i), the Group III
Class B-4 Prepayment Percentage for such Distribution Date will be zero.
Group III Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.
Group III 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 III 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 certain unscheduled 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 certain unscheduled
principal distributions in accordance with Section 4.01(d)(i), the Group III
Class B-5 Prepayment Percentage for such Distribution Date will be zero.
Group III Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.
Group III 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 III 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 certain unscheduled 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 certain unscheduled
principal distributions in accordance with Section 4.01(d)(i), the Group III
Class B-6 Prepayment Percentage for such Distribution Date will be zero.
Group III Interest Accrual Amount: As to any Distribution Date, the
sum of the Group III-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group III Apportioned Principal Balances of the Class B
Certificates.
Group III Mortgage Loans: Those Mortgage Loans listed on Exhibit F-3
attached hereto.
Group III Pool Balance: As to any Distribution Date, the aggregate
Scheduled Principal Balances of all Group III Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Group III Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group III-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 III Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group III 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 III Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group III
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03, and (iii) all other amounts (including any Insurance Proceeds and
Compensating Interest) with respect to a Group III Mortgage Loan required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group III Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group III Mortgage Loan
by the Master Servicer or the Trustee;
(c) that portion of each payment of interest on a particular Group
III Mortgage Loan which represents the applicable Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group III 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 III 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 III Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02, 2.03 or 3.08 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 III Mortgage Loan substituted for a Group III 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 III Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group III Mortgage Loan which represents any unpaid
Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) Liquidation Profits in respect of Group III Mortgage Loans;
(j) Month End Interest in respect of Group III Mortgage Loans;
(k) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group III Mortgage Loans; and
(l) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group III Mortgage Loans, to the extent not
covered by clauses (a) through (k) above, or not required to be deposited
in the Certificate Account under this Agreement.
Group III Subordinate Amount: As to any Distribution Date, the
excess of (i) the Group III Pool Balance over (ii) the Group III-A Principal
Balance.
Group III Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group III-A Percentage
for such date.
Group III Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group III-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1 or Class I-A-R Certificate.
Group I-A Distribution Amount: As to any Distribution Date and any
Class of Group I-A Certificates, the amount distributable to such Class of Group
I-A Certificates pursuant to Paragraphs first Clause (A), second Clause (A) and
third Clause (A) of Section 4.01(a)(i).
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, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group I-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first Clause (A) of Section 4.01(a)(i).
Group I-A Loss Denominator: As to any Determination Date, an amount
equal to the Group I-A Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the
Principal Balance of such Class by the Group I-A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Group I-A
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Group I-A 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 Optimal
Principal Amount.
Group I-A 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:
(i) the Group I-A Percentage of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries and Final Liquidation Proceeds)
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 lesser of (a) the Group I-A Prepayment Percentage of
the sum of all Final Liquidation Proceeds net of Liquidation Expenses
allocated to principal, received by a Servicer with respect to such
Mortgage Loan during the applicable Unscheduled Principal Receipt Period
relating to such Distribution Date and (b) the Group I-A Percentage of the
Scheduled Principal Balance of such Mortgage Loan that became a Liquidated
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date;
(iv) 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
(v) the Group I-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group I-A Prepayment Percentage of the Recovery for Loan Group I
for 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 Principal Balance (determined as
of the Determination Date preceding such Distribution Date) by the Group I Pool
Balance. As to any Distribution Date occurring subsequent to the Subordination
Depletion Date, 100% or such lesser percentage which will cause the Group I-A
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 December 2006, 100%. As to any Distribution
Date subsequent to December 2006 to and including the Distribution Date in
December 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 December 2007 to and including the Distribution
Date in December 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 December 2008 to and including the
Distribution Date in December 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 December 2009 to
and including the Distribution Date in December 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 December
2010, the Group I-A Percentage as of such Distribution Date.
No reduction of the level of the Group I-A Prepayment Percentage
shall occur on any Distribution Date unless, as of such Distribution Date, (A)
the average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that
were delinquent 60 days or more (including for this purpose any Mortgage Loans
in foreclosure and Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including January 2007 and December 2007 (2) 35%, if such Distribution Date
occurs between and including January 2008 and December 2008, (3) 40%, if such
Distribution Date occurs between and including January 2009 and December 2009,
(4) 45%, if such Distribution Date occurs between and including January 2010 and
December 2010, and (5) 50%, if such Distribution Date occurs during or after
January 2011.
Notwithstanding the foregoing, with respect to any Distribution Date
on which the preceding 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 of this
definition, which was actually used to determine the Group I-A Prepayment
Percentage for the preceding 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).
In addition, if on any Distribution Date, prior to giving effect to
any distributions on such Distribution Date, (i) the Aggregate Subordinate
Percentage is equal to or greater than twice the Aggregate Subordinate
Percentage as of the Cut-Off Date, (ii) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A)
prior to the Distribution Date in January 2005, cumulative Realized Losses on
the Mortgage Loans in all Loan Groups do not exceed 20% of the Original
Subordinated Principal Amount, then the Group I-A Prepayment Percentage for such
Distribution Date will equal the Group I-A Percentage for such Distribution Date
plus 50% of the Group I Subordinated Percentage for such Distribution Date or
(B) on or after the Distribution Date in January 2005, cumulative Realized
Losses on the Mortgage Loans in all Loan Groups do not exceed 30% of the
Original Subordinated Principal Amount, then the Group I-A Prepayment Percentage
for such Distribution Date will equal the Group I-A Percentage for such
Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such percentage as of the Cut-Off Date,
then the Group I-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group I-A
Certificates of Unscheduled Principal Receipts and other amounts in the
percentage required above would reduce the Group I-A Principal Balance below
zero, the Group I-A Prepayment Percentage for such Distribution Date will be
limited to the percentage necessary to reduce the Group I-A Principal Balance to
zero. In addition, once the Group I-A Principal Balance has been reduced to
zero, the Group I-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group I-A
Prepayment Percentage is reduced below the Group I-A Prepayment Percentage for
the prior Distribution Date, the Master Servicer shall certify to the Trustee,
based upon information provided by each Servicer as to the Mortgage Loans
serviced by it that the criteria set forth in this definition 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 Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group I-A
Certificates pursuant to Paragraph third Clause (A) of Section 4.01(a)(i).
Group I-A Shortfall Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the Class
A Unpaid Interest Shortfall for such Class by the Aggregate Group I-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group II-A Certificate: Any Class II-A Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates, the amount distributable to such Class of
Group II-A Certificates pursuant to Paragraphs first Clause (B), second Clause
(B) and third Clause (B) of Section 4.01(a)(i).
Group II-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Group II-A Certificates
with respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group II-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group II-A Certificates, any amount by which the Interest
Accrual Amount of such Class with respect to such Distribution Date exceeds the
amount distributed in respect of such Class on such Distribution Date pursuant
to Paragraph first Clause (B) of Section 4.01(a)(i).
Group II-A Loss Denominator: As to any Determination Date, an amount
equal to the Group II-A Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Principal Balance of such Class by the Group II-A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Group II-A
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Group II-A 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 Optimal
Principal Amount.
Group II-A 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:
(i) the Group II-A Percentage of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries and Final Liquidation Proceeds)
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 lesser of (a) the Group II-A Prepayment Percentage
of the sum of all Final Liquidation Proceeds net of Liquidation Expenses
allocated to principal, received by a Servicer with respect to such
Mortgage Loan during the applicable Unscheduled Principal Receipt Period
relating to such Distribution Date and (b) the Group II-A Percentage of
the Scheduled Principal Balance of such Mortgage Loan that became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date;
(iv) 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
(v) the Group II-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group II-A Prepayment Percentage of the Recovery for Loan Group
II for 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 Principal Balance (determined as
of the Determination Date preceding such Distribution Date) by the Group II Pool
Balance. As to any Distribution Date occurring subsequent to the Subordination
Depletion Date, 100% or such lesser percentage which will cause the Group II-A
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 December 2006, 100%. As to any Distribution
Date subsequent to December 2006 to and including the Distribution Date in
December 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 December 2007 to and including the Distribution
Date in December 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 December 2008 to and including the
Distribution Date in December 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 December 2009 to
and including the Distribution Date in December 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 December
2010, the Group II-A Percentage as of such Distribution Date.
No reduction of the level of the Group II-A Prepayment Percentage
shall occur on any Distribution Date unless, as of such Distribution Date, (A)
the average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that
were delinquent 60 days or more (including for this purpose any Mortgage Loans
in foreclosure and Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including January 2007 and December 2007 (2) 35%, if such Distribution Date
occurs between and including January 2008 and December 2008, (3) 40%, if such
Distribution Date occurs between and including January 2009 and December 2009,
(4) 45%, if such Distribution Date occurs between and including January 2010 and
December 2010, and (5) 50%, if such Distribution Date occurs during or after
January 2011.
Notwithstanding the foregoing, with respect to any Distribution Date
on which the preceding 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 of this
definition, which was actually used to determine the Group II-A Prepayment
Percentage for the preceding 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).
In addition, if on any Distribution Date, prior to giving effect to
any distributions on such Distribution Date, (i) the Aggregate Subordinate
Percentage is equal to or greater than twice the Aggregate Subordinate
Percentage as of the Cut-Off Date, (ii) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A)
prior to the Distribution Date in January 2005, cumulative Realized Losses on
the Mortgage Loans in all Loan Groups do not exceed 20% of the Original
Subordinated Principal Amount, then the Group II-A Prepayment Percentage for
such Distribution Date will equal the Group II-A Percentage for such
Distribution Date plus 50% of the Group II Subordinated Percentage for such
Distribution Date or (B) on or after the Distribution Date in January 2005,
cumulative Realized Losses on the Mortgage Loans in all Loan Groups do not
exceed 30% of the Original Subordinated Principal Amount, then the Group II-A
Prepayment Percentage for such Distribution Date will equal the Group II-A
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such percentage as of the Cut-Off Date,
then the Group II-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group II-A
Certificates of Unscheduled Principal Receipts and other amounts in the
percentage required above would reduce the Group II-A Principal Balance below
zero, the Group II-A Prepayment Percentage for such Distribution Date will be
limited to the percentage necessary to reduce the Group II-A Principal Balance
to zero. In addition, once the Group II-A Principal Balance has been reduced to
zero, the Group I-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group II-A
Prepayment Percentage is reduced below the Group II-A Prepayment Percentage for
the prior Distribution Date, the Master Servicer shall certify to the Trustee,
based upon information provided by each Servicer as to the Mortgage Loans
serviced by it that the criteria set forth in this definition 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.
Group II-A Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group II-A
Certificates pursuant to Paragraph third Clause (B) of Section 4.01(a)(i).
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 III-A Certificate: Any Class III-A Certificate.
Group III-A Distribution Amount: As to any Distribution Date and any
Class of Group III-A Certificates, the amount distributable to such Class of
Group III-A Certificates pursuant to Paragraphs first Clause (C), second Clause
(C) and third Clause (C) of Section 4.01(a)(i).
Group III-A Interest Accrual Amount: As to any Distribution Date,
the sum of the Interest Accrual Amounts for the Classes of Group III-A
Certificates with respect to such Distribution Date.
Group III-A Interest Percentage: As to any Distribution Date and any
Class of Group III-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 III-A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Interest
Accrual Amount).
Group III-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group III-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 (C) of Section 4.01(a)(i).
Group III-A Loss Denominator: As to any Determination Date, an
amount equal to the Group III-A Principal Balance.
Group III-A Loss Percentage: As to any Determination Date and any
Class of Group III-A Certificates, the percentage calculated by dividing the
Principal Balance of such Class by the Group III-A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Group III-A
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Group III-A Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Group III-A Interest Accrual Amount, (ii) the
Aggregate Group III-A Unpaid Interest Shortfall and (iii) the Group III-A
Optimal Principal Amount.
Group III-A Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group III Mortgage Loan
that is an Outstanding Mortgage Loan, of:
(i) the Group III-A Percentage of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group III-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries and Final Liquidation Proceeds)
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 lesser of (a) the Group III-A Prepayment Percentage
of the sum of all Final Liquidation Proceeds net of Liquidation Expenses
allocated to principal, received by a Servicer with respect to such
Mortgage Loan during the applicable Unscheduled Principal Receipt Period
relating to such Distribution Date and (b) the Group III-A Percentage of
the Scheduled Principal Balance of such Mortgage Loan that became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date;
(iv) the Group III-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
(v) the Group III-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group III-A Prepayment Percentage of the Recovery for Loan Group
III for such Distribution Date.
Group III-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 III-A Principal Balance (determined as
of the Determination Date preceding such Distribution Date) by the Group III
Pool Balance. As to any Distribution Date occurring subsequent to the
Subordination Depletion Date, 100% or such lesser percentage which will cause
the Group III-A Principal Balance to decline to zero following the distribution
made on such Distribution Date.
Group III-A Prepayment Percentage: As to any Distribution Date to
and including the Distribution Date in December 2006, 100%. As to any
Distribution Date subsequent to December 2006 to and including the Distribution
Date in December 2007, the Group III-A Percentage as of such Distribution Date
plus 70% of the Group III Subordinated Percentage as of such Distribution Date.
As to any Distribution Date subsequent to December 2007 to and including the
Distribution Date in December 2008, the Group III-A Percentage as of such
Distribution Date plus 60% of the Group III Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to December 2008 to
and including the Distribution Date in December 2009, the Group III-A Percentage
as of such Distribution Date plus 40% of the Group III Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to December
2009 to and including the Distribution Date in December 2010, the Group III-A
Percentage as of such Distribution Date plus 20% of the Group III Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to December 2010, the Group III-A Percentage as of such Distribution Date.
No reduction of the level of the Group III-A Prepayment Percentage
shall occur on any Distribution Date unless, as of such Distribution Date, (A)
the average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that
were delinquent 60 days or more (including for this purpose any Mortgage Loans
in foreclosure and Mortgage Loans with respect to which the related Mortgaged
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including January 2007 and December 2007 (2) 35%, if such Distribution Date
occurs between and including January 2008 and December 2008, (3) 40%, if such
Distribution Date occurs between and including January 2009 and December 2009,
(4) 45%, if such Distribution Date occurs between and including January 2010 and
December 2010, and (5) 50%, if such Distribution Date occurs during or after
January 2011.
Notwithstanding the foregoing, with respect to any Distribution Date
on which the preceding criteria are not met, the reduction of the Group III-A
Prepayment Percentage described in the second through sixth sentences of this
definition of Group III-A Prepayment Percentage shall not be applicable with
respect to such Distribution Date. In such event, the Group III-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 of this
definition, which was actually used to determine the Group III-A Prepayment
Percentage for the preceding Distribution Date (it being understood that for the
purposes of the determination of the Group III-A Prepayment Percentage for the
current Distribution Date, the current Group III-A Percentage and Group III
Subordinated Percentage shall be utilized).
In addition, if on any Distribution Date, prior to giving effect to
any distributions on such Distribution Date, (i) the Aggregate Subordinate
Percentage is equal to or greater than twice the Aggregate Subordinate
Percentage as of the Cut-Off Date, (ii) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A)
prior to the Distribution Date in January 2005, cumulative Realized Losses on
the Mortgage Loans in all Loan Groups do not exceed 20% of the Original
Subordinated Principal Amount, then the Group III-A Prepayment Percentage for
such Distribution Date will equal the Group III-A Percentage for such
Distribution Date plus 50% of the Group III Subordinated Percentage for such
Distribution Date or (B) on or after the Distribution Date in January 2005,
cumulative Realized Losses on the Mortgage Loans in all Loan Groups do not
exceed 30% of the Original Subordinated Principal Amount, then the Group III-A
Prepayment Percentage for such Distribution Date will equal the Group III-A
Percentage for such Distribution Date.
Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such percentage as of the Cut-Off Date,
then the Group III-A Prepayment Percentage will equal 100%.
If on any Distribution Date the allocation to the Group III-A
Certificates of Unscheduled Principal Receipts and other amounts in the
percentage required above would reduce the Group III-A Principal Balance below
zero, the Group III-A Prepayment Percentage for such Distribution Date will be
limited to the percentage necessary to reduce the Group III-A Principal Balance
to zero. In addition, once the Group III-A Principal Balance has been reduced to
zero, the Group III-A Prepayment Percentage will be 0%.
With respect to any Distribution Date on which the Group III-A
Prepayment Percentage is reduced below the Group III-A Prepayment Percentage for
the prior Distribution Date, the Master Servicer shall certify to the Trustee,
based upon information provided by each Servicer as to the Mortgage Loans
serviced by it that the criteria set forth in this definition are met.
Group III-A Principal Balance: As of any date, an amount equal to
the sum of the Principal Balances for the Class III-A Certificates.
Group III-A Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group III-A
Certificates pursuant to Paragraph third Clause (C) of Section 4.01(a)(i).
Group III-A Shortfall Percentage: As to any Distribution Date and
any Class of Group III-A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Group III-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
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.
Index: As to any Mortgage Loan and Adjustment Date, a rate per annum
that is defined to be the weekly average yield on United States Treasury
Securities adjusted to a constant maturity of one year, as made available by the
Federal Reserve Board, published in Federal Reserve Statistical Release H.15
(519) and most recently available as of the date 45 days before the applicable
Adjustment Date. In the event such Index is no longer available, the applicable
Servicer will select a substitute Index in accordance with the terms of the
related Mortgage Note and in compliance with federal and state law.
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, (i) the product of (a) 1/12th of the Class A
Pass-Through Rate for such Class and (b) the Principal Balance of such Class as
of the Determination Date immediately preceding such Distribution Date minus
(ii) the sum of (A) the Group I-A Interest Percentage, Group II-A Interest
Percentage or Group III-A Interest Percentage of the interest portion of any
Realized Losses allocated to the Group I-A Certificates, the Group II-A
Certificates or the Group III-A Certificates, as applicable, on or after the
Subordination Depletion Date pursuant to Section 4.02(e) and (B) the Class A
Interest Percentage of such Class of the sum of any Non-Supported Interest
Shortfall and any Relief Act 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 Class B Interest Percentage of such Class
of the sum of any Non-Supported Interest Shortfall and any Relief Act Shortfall
allocated to the Class B Certificates with respect to such Distribution Date.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group III: The Group III Mortgage Loans.
Loan Group: Any of Loan Group I, Loan Group II or Loan Group III.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Xxxxx Fargo Bank Minnesota, National Association,
or its successor in interest.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
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
of interest at which interest accrues on the unpaid principal balance of such
Mortgage Loan, as adjusted from time to time in accordance with the provisions
of the related Mortgage Note, which rate is (a) prior to the first Adjustment
Date for each such Mortgage Loan, the initial Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after
such first Adjustment Date, the sum of the Index, as of the Adjustment Date
applicable to such Due Date, and the Gross Margin, rounded as set forth in such
Mortgage Note, subject to the Periodic Cap and the Lifetime Cap applicable to
such Mortgage Loan at any time during the life of such Mortgage Loan.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of December 21, 2001 between WFHM, as seller, and the Seller,
as purchaser.
Mortgage Loan Rider: The standard Xxxxxx Xxx/Xxxxxxx Mac riders to
the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is
a condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Sections
2.02, 2.03 or 2.06 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xii) the applicable Servicing Fee Rate;
(xiii) the Index;
(xiv) the Gross Margin;
(xv) the Periodic Cap;
(xvi) the first Adjustment Date;
(xvii) the Rate Ceiling; and
(xviii) 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 applicable Servicing Fee Rate, as set forth in Section 11.19 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).
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the sum of (i) 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 and (ii) Curtailment Interest Shortfalls. 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, Group
II-A Certificates and Group III-A Certificates according to the percentage
obtained by dividing the Group I-A Principal Balance, Group II-A Principal
Balance or Group III-A Principal Balance, as applicable, by the Aggregate
Principal Balance and (b) the Class B Certificates according to the percentage
obtained by dividing the Class B Principal Balance by the Aggregate Principal
Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
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; provided, however, that with respect to REMIC matters, matters relating
to the determination of Eligible Accounts or matters relating to transfers of
Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Aggregate Subordinate Percentage: The Aggregate Subordinate
Percentage as of the Cut-Off Date, as set forth in Section 11.06.
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 11.08(a).
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 11.08(b).
Original Group III Subordinated Principal Balance: The aggregate of
the Group III Apportioned Principal Balances of the Class B Certificates as of
the Cut-Off Date, as set forth in Section 11.08(c).
Original Group I-A Percentage: The Group I-A Percentage as of the
Cut-Off Date, as set forth in Section 11.03(a).
Original Group II-A Percentage: The Group II-A Percentage as of the
Cut-Off Date, as set forth in Section 11.03(b).
Original Group III-A Percentage: The Group III-A Percentage as of
the Cut-Off Date, as set forth in Section 11.03(c).
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 11.07.
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 Cut-Off Date Aggregate Principal Balance. The
Original Class B-1 Fractional Interest is specified in Section 11.10.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Cut-Off
Date Aggregate Principal Balance. The Original Class B-2 Fractional Interest is
specified in Section 11.11.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Cut-Off Date Aggregate Principal Balance. The
Original Class B-3 Fractional Interest is specified in Section 11.12.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Cut-Off
Date Aggregate Principal Balance. The Original Class B-4 Fractional Interest is
specified in Section 11.13.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the Cut-Off Date Aggregate Principal Balance. The Original Class B-5
Fractional Interest is specified in Section 11.14.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.09.
Original Subordinated Principal Amount: The Class B Principal
Balance as of the Cut-Off Date.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any Mortgage Loan serviced under an
Other Servicing Agreement. As of the Closing Date, there are no Other Servicer
Mortgage Loans.
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 Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the Unscheduled Principal Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate 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 B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate for each Adjustment Date specified in
the applicable Mortgage Note and designated as such in the Mortgage Loan
Schedule.
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.
Pool Balance: Any of the Group I Pool Balance, Group II Pool Balance
or Group III Pool Balance.
Pool Scheduled Principal Balance: The sum of the Group I Pool
Balance, Group II Pool Balance and Group III Pool 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.
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, the Original Principal Balance of such Class. As
of any subsequent Determination Date prior to the Subordination Depletion Date
and as to any Class of Class A Certificates, the Original Principal Balance of
such Class less the sum of all amounts previously distributed in respect of such
Class on prior Distribution Dates (i) pursuant to Paragraph third clauses (A),
(B) and (C) of Section 4.01(a)(i) and (ii) as a result of a Principal
Adjustment. 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, Group II-A Loss
Percentage or Group III-A Loss Percentage, as applicable, of such Class and the
difference, if any, between (i) the Group I-A Principal Balance, Group II-A
Principal Balance or Group III-A Principal Balance, as applicable, as of such
Determination Date without regard to this sentence and (ii) the Group I Adjusted
Pool Amount, Group II Adjusted Pool Amount or Group III Adjusted Pool Amount, as
applicable, for the preceding Distribution Date for the preceding Distribution
Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class will
be increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance less all amounts previously
distributed in respect of such Class on prior Distribution Dates pursuant to
Paragraph third Clauses (A), (B) or (C) 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.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated December 17, 2001 as supplemented
by the prospectus supplement dated December 17, 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.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted
under the related Mortgage Note.
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 Certificate), Class B-1 Certificates, Class B-2 Certificates and
Class B-3 Certificates are S&P and Xxxxx'x. The Rating Agency for the Class
I-A-R Certificate is S&P. The Rating Agency for the Class B-4 Certificates 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 Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean A-1 in the case
of S&P, 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 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: As to any Distribution Date and each Loan Group, the sum
of all amounts received for Group I Mortgage Loans, Group II Mortgage Loans or
Group III Mortgage Loans, as applicable, subsequent to any such Mortgage Loan
being determined to be a Liquidated Loan received during the Applicable
Unscheduled Principal Receipt Periods for such Distribution Date.
Relief Act Shortfall: Any interest shortfalls arising as a result of
the reduction in the amount of monthly interest payments on any Mortgage Loans
as a result of the application of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended. Any Relief Act Shortfall will be allocated to (a) the Group
I-A Certificates, Group II-A Certificates and Group III-A Certificates according
to the percentage obtained by dividing the Group I-A Principal Balance, Group
II-A Principal Balance or Group III-A Principal Balance, as applicable, by the
Aggregate Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the Aggregate
Principal Balance.
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Xxxxx Fargo Asset Securities Corporation, or its successor
in interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: WFHM, 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 11.19.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.18.
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, Group II-A
Percentage and Group III-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 or
Curtailment):
(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.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans, such amounts as may be held from time to time
in the Certificate Account, the rights of the Trustee to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Union National Bank, a national banking association
with its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, each Class of Certificates will
be entitled to a pro rata portion of the 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, Group II-A Principal Balance, Group III-A Principal
Balance and the Class B Principal Balance. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
WFHM: Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.
WFHM Correspondents: The entities listed on the Mortgage Loan
Schedule, from which WFHM purchased the Mortgage Loans.
WFHM Servicing Agreement: The Servicing Agreement providing for the
servicing of the Mortgage Loans initially by WFHM.
SECTION 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
and principal received by the Seller on or with respect to the Mortgage Loans
after the Cut-Off Date (and including scheduled payments of principal and
interest due after the Cut-Off Date but received by the Seller on or before the
Cut-Off Date and Unscheduled Principal Receipts received or applied on the
Cut-Off Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the Servicing Agreements with respect to
the Mortgage Loans 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 Trustee, 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 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 Trustee promptly
following its recordation, but in no event later than one (1) year following the
Closing Date. If any Mortgage has been recorded in the name of Mortgage
Electronic Registration System, Inc. ("MERS") or its designee, no assignment of
Mortgage in favor of the Trustee will be required to be prepared or delivered
and instead, the Master Servicer shall take all actions as are necessary to
cause the Trust Estate to be shown as the owner of the related Mortgage Loan on
the records of MERS for the purpose of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. The Seller shall also
cause to be delivered to the Trustee 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 Trustee 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 Trustee 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 Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, if (i) with respect to
a particular state the Trustee has received an Opinion of Counsel acceptable to
it that such recording is not required to make the assignment effective against
the parties to the Mortgage or subsequent purchasers or encumbrancers of the
Mortgaged Property or (ii) the Seller has been advised by each Rating Agency
that non-recordation in a state will not result in a reduction of the rating
assigned by that Rating Agency at the time of the initial issuance of the
Certificates. In the event that the Master Servicer receives notice that
recording is required to protect the right, title and interest of the Trustee in
and to any such Mortgage Loan for which recordation of an assignment has not
previously been required, the Master Servicer shall promptly notify the Trustee
and the Trustee shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trustee) of its
receipt of such notice deliver each previously unrecorded assignment to the
related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUSTEE.
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
Trustee 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 Trustee 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 Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the 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 Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate through the last day of the month in which such
repurchase takes place or (ii) if within two years of the Startup Day, or such
other period permitted by the REMIC Provisions, substitute for any Mortgage Loan
to which such material defect relates, a new mortgage loan (a "Substitute
Mortgage Loan") having such characteristics so that the representations and
warranties of the Seller set forth in Section 2.03(b) hereof (other than Section
2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan
originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan
have an unpaid principal balance, as of the date of substitution, greater than
the Scheduled Principal Balance (reduced by the scheduled payment of principal
due on the Due Date in the month of substitution) of the Mortgage Loan for which
it is substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a 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 Trustee and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited
in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the month of substitution shall not be part of the Trust
Estate. Upon receipt by the Trustee 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 Trustee 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 Trustee on behalf of the
Certificateholders. The failure of the Trustee 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 Trustee 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 Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by 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 for the benefit of Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller has
full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac,
issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be
in full force and effect and inure to the benefit of the Trustee, no
claims have been made under such mortgagee title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such
mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the outstanding principal
balance of the Mortgage Loan, but in no event less than the minimum amount
necessary to fully compensate for any damage or loss on a replacement cost
basis; if the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Xxxxxx Xxx or Xxxxxxx Mac
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of the Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class I-A-R Certificate) 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 REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is
January 25, 2032 for purposes of Code Section 860G(a)(1).
SECTION 2.06 OPTIONAL SUBSTITUTION OF MORTGAGE LOANS.
During the three-month period beginning on the Startup Date, the
Seller shall have the right, but not the obligation, in its sole discretion for
any reason, to substitute for any Group I, Group II or Group III Mortgage Loan,
a Substitute Mortgage Loan meeting the requirements of Section 2.02. Any such
substitution shall be carried out in the manner described in Section 2.02. The
Substitution Principal Amount, if any, plus accrued interest thereon and the
other amounts referred to in Section 2.02, shall be deposited in the Certificate
Account.
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements and shall, in addition, deposit into
the Certificate Account the following amounts, in the case of amounts specified
in clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Sections 2.02, 2.03 or 3.08 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 2.06, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee
for any Periodic Advances determined in good faith to have become
Nonrecoverable Advances;
(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) to reimburse the Master Servicer, any Servicer or the Trustee
(or, in certain cases, the Seller) for expenses incurred by it (including
taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(v) 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;
(vi) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(vii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(viii) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid
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;
(ix) 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;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein; and
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUSTEE.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of WFHM or such Other Servicer, as the case may be, (ii) the amount
actually advanced by WFHM or such Other Servicer, (iii) the amount that the
Trustee or Master Servicer is required to advance hereunder and (iv) whether the
Master Servicer has determined that it reasonably believes that such Periodic
Advance is a Nonrecoverable Advance. Amounts advanced by the Trustee or Master
Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trustee will be obligated to make a Periodic Advance that it reasonably
believes to be a Nonrecoverable Advance. The Trustee may conclusively rely for
any determination to be made by it hereunder upon the determination of the
Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trustee that such failure has occurred.
Upon receipt of such certification, the Trustee shall advance such funds and
take such steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
SECTION 3.04 TRUSTEE 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 Trustee 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 Trustee. The
Trustee 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 Trustee and the Trustee 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
Trustee 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 Trustee 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 Trustee 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 Trustee shall execute
and deliver to the Master Servicer or such Servicer, as directed by the Master
Servicer, court pleadings, requests for trustee's sale or other documents
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. Each such certification shall
include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE; ANNUAL COMPLIANCE
STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current Xxxxxx Xxx monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO
MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee 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 Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing
the applicable Remittance Date to the 18th day of each month (or if such day is
not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an amendment
to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's and the Certificateholders' reliance on the
Master Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Master Servicer, such modification shall
be construed as a substitution of the modified Mortgage Loan for the Mortgage
Loan originally deposited in the Trust Estate if it would be a "significant
modification" within the meaning of Section 1.860G-2(b) of the regulations of
the U.S. Department of the Treasury. No modification shall be approved unless
(i) the modified Mortgage Loan would qualify as a Substitute Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs more than
three months after the Closing Date and is not the result of a default or a
reasonably foreseeable default under the Mortgage Loan, there is delivered to
the Trustee an Opinion of Counsel (at the expense of the party seeking to modify
the Mortgage Loan) to the effect that such modification would not be treated as
giving rise to a new debt instrument for federal income tax purposes as
described in the preceding sentence; provided however that no such Opinion of
Counsel need be delivered if the sole purpose of the modification is to reduce
the Monthly Payment on a Mortgage Loan as a result of a Curtailment such that
the Mortgage Loan is fully amortized by its original maturity date.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall have a limited option to repurchase any defaulted
Mortgage Loan or REO Mortgage Loan during the following time periods: (i)
beginning on the first day of the second month following the month in which the
Master Servicer has reported that a Servicer has initiated foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with such repurchase
option expiring on the last day of such second following month; (ii) beginning
on the first day of the second month following the month in which the Master
Servicer has reported that such defaulted Mortgage Loan has become an REO
Mortgage Loan, with such repurchase option expiring on the last day of such
second following month; and (iii) beginning on the day on which a Servicer
accepts a contractual commitment by a third party to purchase the Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage Loan, with such
repurchase option expiring on the earlier of the last day of the month in which
such contractual commitment was accepted by the Servicer or the day immediately
prior to the day on which the closing occurs with respect to such third party
purchase of the Mortgaged Property related to the defaulted Mortgage Loan or REO
Mortgage Loan. The Seller shall be entitled to repurchase at its option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b) of the
Mortgage Loan Purchase Agreement, WFHM requests the Seller to repurchase and to
sell to WFHM to facilitate the exercise of WFHM's rights against the originator
or a prior holder of such Mortgage Loan. The purchase price for any Mortgage
Loan repurchased pursuant to this paragraph shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate for such Mortgage Loan, through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Master Servicer shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian, if any, shall promptly release
to the Seller the Owner Mortgage Loan File relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee 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
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING
AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) WFHM fails to make any advance, as a consequence of which the Trustee
is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee
provides WFHM written notice of the failure to make such advance and such
failure shall continue unremedied for a period of 15 days after receipt of such
notice, the Trustee shall terminate the WFHM Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class 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,
Group II Pool Distribution Amount and Group III Pool Distribution Amount will be
applied in the following amounts, to the extent the Group I Pool Distribution
Amount, Group II Pool Distribution Amount and Group III Pool Distribution Amount
are sufficient therefor, in the manner and in the order of priority as follows:
(i) with respect to the Group I-A Certificates, Group II-A
Certificates and Group III-A Certificates, from the Group I Pool
Distribution Amount, Group II Pool Distribution Amount and Group III 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; (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; or (C) to the Classes of
Group III-A Certificates, pro rata, based upon their respective Interest Accrual
Amounts, in an aggregate amount up to the Group III-A Interest Accrual Amount
with respect to such Distribution Date;
second, (A) to the Classes of Group I-A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the Aggregate Group I-A Unpaid Interest Shortfall; (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; or (C) to the Classes of Group III-A
Certificates, pro rata, based upon their respective Class A Unpaid Interest
Shortfalls, in an aggregate amount up to the Aggregate Group III-A Unpaid
Interest Shortfall;
third, (A) to the Group I-A Certificates in an aggregate amount up
to the Group I-A Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b)(i); (B) to the Group II-A
Certificates in an aggregate amount up to the Group II-A Optimal Principal
Amount, such distribution to be allocated among such Classes in accordance with
Section 4.01(b)(ii); or (C) to the Group III-A Certificates in an aggregate
amount up to the Group III-A Optimal Principal Amount, such distribution to be
allocated among such Classes in accordance with Section 4.01(b)(iii);
(ii) to the Class B Certificates, from the Group I Pool
Distribution Amount, Group II Pool Distribution Amount and Group III Pool
Distribution Amount, 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.
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.
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.
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.
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.
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; and
nineteenth, to the Holder of the Class I-A-R Certificate, any
amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class I-A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates and any Class of Class B
Certificates with a lower numerical designation pro rata based on their
outstanding Principal Balances.
(b) (i) On each Distribution Date prior to the Subordination
Depletion Date, the Group I-A Principal Distribution Amount will be
allocated among and distributed in reduction of the Principal Balances of
the Classes of Group I-A Certificates sequentially to the Class I-A-R and
Class I-A-1 Certificates.
(ii) On each Distribution Date prior to the Subordination Depletion
Date, the Group II-A Principal Distribution Amount will be distributed to
the Class II-A Certificates.
(iii) On each Distribution Date prior to the Subordination Depletion
Date, the Group III-A Principal Distribution Amount will be distributed to
the Class III-A Certificates.
(iv) 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, Group
II-A Certificates or Group III-A Certificates have been reduced to zero
and on which (a) the Aggregate Subordinate Percentage for such
Distribution Date is less than twice the initial Aggregate Subordinate
Percentage or (b) the average outstanding principal balance of the
Mortgage Loans delinquent 60 days or more over the preceding six months as
a percentage of the Class B Principal Balance is greater than or equal to
100%, the remaining Group or Groups of Class A 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), (ii) or (iii) above and until the aggregate
Principal Balance of each such Group of Class A Certificates has been
reduced to zero, amounts representing Unscheduled Principal Receipts
(other than Final Liquidation Proceeds) otherwise distributable (without
regard to this Clause (iv)) 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 from 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 Principal Balance, Group II-A Principal
Balance or Group III-A Principal Balance (after giving effect to all
distributions on such Distribution Date) is greater than the Group I-A
Pool Balance, Group II-A Pool Balance or Group III-A Pool Balance,
respectively (the Group I-A Certificates, Group II-A Certificates or Group
III-A Certificates, as applicable, in such instance, the
"Undercollateralized Group"), the Class A Certificates 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, Group II Interest Shortfall Amount or Group III
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), (ii) or (iii) above and until the
aggregate Principal Balance of the Class A Certificates of the
Undercollateralized Group equals the applicable Pool Balance, all amounts
otherwise distributable (without regard to this Clause (iv)) 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 (such amount, the "Undercollateralized Amount"). If
two Groups remain outstanding, the distributions described in this Section
4.01(b)(iv)(X) will be made between such outstanding Groups in proportion
to the Group A Principal Balances of such Groups (after distributions
pursuant to Section 4.01(a)). If two Groups are Undercollateralized
Groups, the distributions described in this Section 4.01(b)(iv)(Y) shall
be made to such Groups pro rata in proportion to the amount by which the
Group A Principal Balance of each such Group exceeds the Pool Balance of
the related Loan Group.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Subordination Depletion Date, (I) the Group
I-A Principal Distribution Amount shall be distributed among the Classes of
Group I-A Certificates, (II) the Group II-A Principal Distribution Amount shall
be distributed among the Classes of Group II-A Certificates and (III) the Group
III-A Principal Distribution Amount shall be distributed among the Classes of
Group III-A Certificates pro rata in accordance with their outstanding Principal
Balances without regard to either the proportions or the priorities set forth in
Section 4.01(b)(i), (ii) or (iii).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of Unscheduled Principal
Receipts (other than Final Liquidation Proceeds) 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
Unscheduled Principal Receipts (other than Final Liquidation Proceeds); 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 Unscheduled
Principal Receipts (other than Final Liquidation Proceeds); 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 Unscheduled Principal
Receipts (other than Final Liquidation Proceeds); 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 Unscheduled Principal Receipts
(other than Final Liquidation Proceeds); 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 Unscheduled Principal Receipts (other than Final
Liquidation Proceeds).
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates would
reduce the Principal Balances of such Classes of Class B Certificates below
zero, first the Group I Class B Prepayment Percentage, Group II Class B
Prepayment Percentage and Group III 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, Group II Class B Percentage and Group
III 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, Group II Subordinated Prepayment Percentage
and Group III Subordinated Prepayment Percentage and Group I Subordinated
Percentage, Group II Subordinated Percentage and Group III Subordinated
Percentage in such computations the difference between (A) the Group I
Subordinated Prepayment Percentage, Group II Subordinated Prepayment Percentage
or Group III Subordinated Prepayment Percentage or Group I Subordinated
Percentage, Group II Subordinated Percentage or Group III 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 Unscheduled Principal Receipts (other than Final
Liquidation Proceeds) shall be reduced to zero on such Distribution Date, the
Group I Class B Prepayment Percentage, Group II Class B Prepayment Percentage
and Group III Class B Prepayment Percentage of the Class of Class B Certificates
with the lowest numerical Class designation which would otherwise be ineligible
to receive distributions of Unscheduled Principal Receipts (other than Final
Liquidation Proceeds) in accordance with this Section shall equal the remainder
of the Group I Subordinated Prepayment Percentage, Group II Subordinated
Prepayment Percentage and Group III Subordinated Prepayment Percentage for such
Distribution Date minus the sum of the Group I Class B Prepayment Percentages,
Group II Class B Prepayment Percentages and Group III Class B Prepayment
Percentages of the Classes of Class B Certificates having lower numerical Class
designations, if any. 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 Unscheduled Principal Receipts
(other than Final Liquidation Proceeds) for the purpose of applying the
definition of its Group I Class B Prepayment Percentage, Group II Class B
Prepayment Percentage and Group III Class B Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(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
11.17, 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, Group II-A Distribution
Amount or Group III-A Distribution Amount, as applicable, with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class I-A-R Certificate) or the Principal Balance of any Class
of Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a)(i).
(f) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses occurring with respect to Group I Mortgage Loans, Group II
Mortgage Loans and Group III 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, to the Group I-A Certificates; (ii) with respect to such
losses occurring with respect to Group II Mortgage Loans, to the Group II-A
Certificates; and (iii) with respect to such losses occurring with respect to
Group III Mortgage Loans, to the Group III-A Certificates.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) [Intentionally Left Blank]
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) shall be allocated among the
Certificates of such Class based on their Percentage Interests.
(d) [Intentionally Left Blank]
(e) With respect to any Distribution Date, the interest portion of
Realized Losses occurring with respect to Group I Mortgage Loans, Group II
Mortgage Loans and Group III Mortgage Loans will be allocated after the
Subordination Depletion Date among the outstanding Classes of Group I-A, Group
II-A and Group III-A Certificates, respectively, based on their Group I-A
Interest Percentage, Group II-A Interest Percentage and Group III-A Interest
Percentage.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee or an affiliate of the Trustee, in which case such
Eligible Investments shall mature not later than the Distribution Date), and
shall not be sold or disposed of prior to maturity. All income and gain realized
from any such investment shall be for the benefit of the Master Servicer and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments shall be deposited in the
Payment Account by the Master Servicer out of its own funds immediately as
realized. The Paying Agent may withdraw from the Payment Account any amount
deposited in the Payment Account that was not required to be deposited therein
and may clear and terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS;
REPORTS TO THE TRUSTEE AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Group I-A Interest Distribution Amount allocated to each Class of Group
I-A Certificates, Current Group II-A Interest Distribution Amount
allocated to each Class of Group II-A Certificates and Current Group III-A
Interest Distribution Amount allocated to each Class of Group III-A
Certificates, (c) any Group I Interest Shortfall Amounts, Group II
Interest Shortfall Amounts or Group III Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the amount of any Relief Act Shortfall 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 amount of any Relief
Act Shortfall 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 Trustee pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of Group I Mortgage Loans, Group II Mortgage Loans
and Group III Mortgage Loans outstanding as of the preceding Determination
Date;
(vii) the Group I-A Principal Balance, Group II-A Principal Balance,
Group III-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 III Adjusted Pool Amount, the Group I Pool Balance of
the Group I Mortgage Loans for such Distribution Date, the Group II Pool
Balance of the Group II Mortgage Loans for such Distribution Date and the
Group III Pool Balance of the Group III Mortgage Loans for such
Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Group I
Mortgage Loans, Group II Mortgage Loans and Group III Mortgage Loans
serviced by WFHM and, collectively, by the Other Servicers as of such
Distribution Date;
(x) the Group I-A Percentage, Group II-A Percentage and Group III-A
Percentage for such Distribution Date;
(xi) the Group I-A Prepayment Percentage, Group II-A Prepayment
Percentage and Group III-A Prepayment Percentage for such Distribution
Date;
(xii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Percentages; Group II Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Percentages; and Group III Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Percentages for
such Distribution Date;
(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, Group II Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Prepayment Percentages and
Group III Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Prepayment Percentages for such Distribution Date;
(xiv) the number and aggregate principal balances of Group I
Mortgage Loans, Group II Mortgage Loans and Group III 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, Group II Mortgage Loans and Group III 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, Group II Mortgage Loans or Group III Mortgage Loans
acquired through foreclosure or grant of a deed in lieu of foreclosure;
(xvii) the principal and interest portions of Realized Losses with
respect to Group I Mortgage Loans, Group II Mortgage Loans and Group III
Mortgage Loans allocated as of such Distribution Date;
(xviii) 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, Group II Mortgage Loans and Group III
Mortgage Loans allocated as of such Distribution Date;
(xix) the unpaid principal balance of any Group I Mortgage Loan,
Group II Mortgage Loan or Group III 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;
(xx) the amount of the aggregate Servicing Fees paid (and not
previously reported) with respect to the related Distribution Date and the
amount by which the aggregate Available Master Servicing Compensation has
been reduced by the Prepayment Interest Shortfall for the related
Distribution Date;
(xxi) the amount of PMI Advances made by a Servicer, if any with
respect to each Loan Group;
(xxii) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trustee, who
shall provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class I-A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class I-A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall, upon request, furnish or cause to be furnished to each
Person who at any time during the calendar year was the Holder of a Certificate
a statement containing the information set forth in clauses (i) and (ii)(a)
above in the case of a Class A Certificateholder and the information set forth
in clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer or the Trustee pursuant to
any requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Group I-A Distribution Amount, Group II-A
Distribution Amount or Group III-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 Trustee
and the Paying Agent shall be protected in relying upon the same without any
independent check or verification.
In addition to the reports required pursuant to this Section 4.04,
the Paying Agent shall make available upon request to each Holder and each
proposed transferee of a Class 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, which information shall be
provided on a timely basis to the Paying Agent by the Master Servicer.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE
SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates, the allocation of losses to the Certificates or
otherwise, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class I-A-R
Certificate, integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class (other than the Class I-A-R
Certificate) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class, as the case may
be), and shall be substantially in the respective forms set forth as Exhibits
A-I-A-1, A-II-A, A-III-A, A-I-A-R, 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 Trustee to or upon the order of the Seller upon
receipt by the Trustee or the Custodian of the documents specified in Section
2.01. The aggregate principal portion evidenced by the Class A and Class B
Certificates shall be the sum of the amounts specifically set forth in the
respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by any Responsible Officer thereof.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Trustee shall bind the Trustee
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trustee, or unless
there appears on such Certificate a certificate of authentication executed by
the Authenticating Agent by manual signature, and such countersignature or
certificate upon a Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class 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 Trustee or the Seller may, if such transfer is to be made within three
years after the later of (i) the date of the initial sale of Certificates or
(ii) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, require a Class 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 Trustee and the Seller, to the
effect that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer, and (ii) the Trustee
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee, the Seller or
the Master Servicer. The Holder of a Class 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 Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trustee is under an obligation to
register the Class 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 Trustee and the Seller shall have received (i) a
representation letter from the transferee in the form of Exhibit J hereto, to
the effect that either (a) such transferee is not an employee benefit plan or
other retirement arrangement subject to Title I of ERISA or Code Section 4975,
or a governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") and is not a person acting on behalf of or using the assets of any such
Plan, which representation letter shall not be an expense of the Trustee, the
Seller or the Master Servicer or (b) if such transferee is an insurance company,
(A) the source of funds used to purchase the Class B-4, Class B-5 or Class B-6
Certificate is an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B-4, Class B-5 or Class B-6 Certificate is covered by
Sections I and III of PTE 95-60 or (ii) in the case of any such Class B-4, Class
B-5 or Class B-6 Certificate presented for registration in the name of a Plan,
or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the
Trustee 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 Seller or the Master Servicer to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer and (B) such other
opinions of counsel, officer's certificates and agreements as the Seller or the
Master Servicer may require in connection with such transfer, which opinions of
counsel, officers' certificates and agreements shall not be an expense of the
Trustee, the Seller or the Master Servicer. The Class 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 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
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class I-A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class I-A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class I-A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trustee shall accept a surrender for
transfer or registration of transfer, or register the transfer of, the Class
I-A-R Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class I-A-R 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 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 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 Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class I-A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class I-A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class I-A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class I-A-R Certificate, and (ii) the Master Servicer agrees to furnish to
the Internal Revenue Service and to any transferor of the Class I-A-R
Certificate or such agent (within 60 days of the request therefor by the
transferor or agent) such information necessary to the application of Code
Section 860E(e) as may be required by the Code, including but not limited to the
present value of the total anticipated excess inclusions with respect to the
Class I-A-R Certificate (or portion thereof) for periods after such transfer. At
the election of the Master Servicer, the cost to the Master Servicer of
computing and furnishing such information may be charged to the transferor or
such agent referred to above; however, the Master Servicer shall in no event be
excused from furnishing such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trustee in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER
SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER
SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with the performance of its duties and obligations and
any legal action relating to this Agreement or the Certificates, including,
without limitation, any legal action against the Trustee in its capacity as
Trustee hereunder, other than any loss, liability or expense (including, without
limitation, expenses payable by the Master Servicer under Section 8.06) incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of his or its duties hereunder or by reason of reckless disregard of
his or its obligations and duties hereunder. The Seller, the Master Servicer and
any of the directors, officers, employees or agents of either may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. Neither the
Seller nor the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and which in its opinion does not involve
it in any expense or liability; provided, however, that the Seller or the Master
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder if
the Certificateholders offer to the Seller or the Master Servicer, as the case
may be, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate, and the Seller or the
Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account, and such amounts shall, on the following Distribution Date
or Distribution Dates, be allocated in reduction of distributions on the Class A
Certificates and Class B Certificates in the same manner as Realized Losses are
allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer 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 or Payment Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER
SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac,
is satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER
SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property;
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make
an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both Xxxxxx Mae and Xxxxxxx Mac, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to any Available Master Servicing
Compensation less any Compensating Interest payable on the next Distribution
Date due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee, all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND
DUTIES OF TRUSTEE DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE
MASTER SERVICER AND UPON EVENT OF DEFAULT.
In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
SECTION 7.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Available Master Servicing
Compensation less any Compensating Interest payable by the Master Servicer on
the next Distribution Date, together with such other servicing compensation as
is agreed to at such time by the Trustee and the Master Servicer, but in no
event more than 25% thereof until the date of final cessation of the Master
Servicer's servicing activities hereunder. Notwithstanding the above, the
Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so
act or to obtain a qualifying bid as described below, appoint, or petition a
court of competent jurisdiction to appoint, any housing and home finance
institution, bank or mortgage servicing institution having a net worth of not
less than $10,000,000 and meeting such other standards for a successor servicer
as are set forth herein, as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder; provided, however, that until such a successor
master servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trustee shall continue as the
successor to the Master Servicer as provided above. The compensation of any
successor master servicer so appointed shall not exceed the compensation
specified in Section 6.05 hereof. In the event the Trustee is required to
solicit bids as provided above, the Trustee shall solicit, by public
announcement, bids from housing and home finance institutions, banks and
mortgage servicing institutions meeting the qualifications set forth in the
preceding sentence for the purchase of the master servicing functions. Such
public announcement shall specify that the successor master servicer shall be
entitled to the full amount of the master servicing compensation together with
the other servicing compensation in the form of late reporting fees or otherwise
as provided in Section 6.05. Within 30 days after any such public announcement,
the Trustee shall negotiate and effect the sale, transfer and assignment of the
master servicing rights and responsibilities hereunder to the qualified party
submitting the highest qualifying bid. The Trustee shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trustee from the successor to the Master Servicer in respect of such sale,
transfer and assignment. After such deductions, the remainder of such sum shall
be paid by the Trustee to the Master Servicer at the time of such sale, transfer
and assignment to the Master Servicer's successor. The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. The Master Servicer agrees to
cooperate with the Trustee and any successor servicer in effecting the
termination of the Master Servicer's servicing responsibilities and rights
hereunder and shall promptly provide the Trustee or such successor master
servicer, as applicable, all documents and records reasonably requested by it to
enable it to assume the Master Servicer's function hereunder and shall promptly
also transfer to the Trustee or such successor master servicer, as applicable,
all amounts which then have been or should have been deposited in the
Certificate Account by the Master Servicer or which are thereafter received by
the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor
any other successor master servicer shall be deemed to be in default hereunder
by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Master
Servicer to deliver, or any delay in delivering, cash, documents or records to
it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Master Servicer. Notwithstanding anything to the contrary contained in
Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of
its rights and responsibilities hereunder, and no successor (including the
Trustee) shall succeed thereto, if the assumption thereof by such successor
would cause the rating assigned to any Certificates to be revoked, downgraded or
placed on credit review status (other than for possible upgrading) by either
Rating Agency and the retention thereof by the Master Servicer would avert such
revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.
The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(ii) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee, and
conforming to the requirements of this Agreement;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement; and
(iv) The Trustee shall not be liable for any error of judgment
made in good faith by any of its Responsible Officers, unless it shall be
proved that the Trustee or such Responsible Officer, as the case may be,
was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties and the manner of
obtaining consents and evidencing the authorization of the execution
thereof shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) The Trustee may consult with counsel, and any written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(iv) Subject to Section 7.04, the Trustee shall not be accountable,
shall have no liability and makes no representation as to any acts or
omissions hereunder of the Master Servicer until such time as the Trustee
may be required to act as Master Servicer pursuant to Section 7.05 and
thereupon only for the acts or omissions of the Trustee as successor
Master Servicer; and
(v) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
SECTION 8.03 TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee shall be repaid
by the Master Servicer upon demand.
SECTION 8.04 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE
LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05 TRUSTEE MAY OWN CERTIFICATES.
The Trustee, and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent and may transact banking
and/or trust business with the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to the Trustee from
time to time, from its own funds, and the Trustee shall be entitled to receive,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee and,
except as otherwise agreed by the Master Servicer and the Trustee, the Master
Servicer will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith. The Trustee shall have no right of
reimbursement from the Trust Estate for any such expenses, disbursements and
advances not paid or reimbursed to it by the Master Servicer.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all 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 all such
rights, powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the REMIC to fail
to qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of
the Trustee.
SECTION 8.11 AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trustee 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 Trustee,
by entering into a Custodial Agreement. Subject to this Article VIII, the
Trustee 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 and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as a REMIC;
or (ii) cause the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on either the REMIC or the Trust Estate.
The Master Servicer, or, in the case of any tax return or other action required
by law to be performed directly by the Trustee, the Trustee, shall (i) prepare
or cause to be prepared, timely cause to be signed by the Trustee and file or
cause to be filed annual federal and applicable state and local income tax
returns using a calendar year as the taxable year for the REMIC and the accrual
method of accounting; (ii) in the first such federal tax return, make, or cause
to be made, elections satisfying the requirements of the REMIC Provisions, on
behalf of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trustee and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file Form
8811 and apply for an Employee Identification Number with a Form SS-4 or any
other permissible method and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans), other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the property of the REMIC determined
at such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Class I-A-1,
Class II-A, Class III-A, Class I-A-R, Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates; (viii) exercise reasonable care not
to allow the occurrence of any "prohibited transactions" within the meaning of
Code Section 860F(a), unless the Master Servicer shall have provided an Opinion
of Counsel to the Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Trust Estate or the REMIC to tax or (c)
cause the Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable
care not to allow the REMIC to receive income from the performance of services
or from assets not permitted under the REMIC Provisions to be held by a REMIC;
(x) pay (on behalf of the REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the REMIC, when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the REMIC within the meaning of Treasury Regulations Section
1.860F-4(d), and the Master Servicer is hereby designated as agent of the Class
I-A-R Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class I-A-R Certificate shall be the tax matters
person in accordance with the REMIC Provisions). The Master Servicer shall be
entitled to be reimbursed pursuant to Section 3.02 for any taxes paid by it
pursuant to clause (x) of the preceding sentence, except to the extent that such
taxes are imposed as a result of the bad faith, willful misfeasance or gross
negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee shall sign the tax returns referred to in clause (i) of
the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
or the Trustee, as the case may be, for any losses, liabilities, damages, claims
or expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trustee prepares any of the federal, state and local tax returns of the
REMIC as described above, the Trustee hereby indemnifies the Seller and the
Master Servicer for any losses, liabilities, damages, claims or expenses of the
Seller or the Master Servicer arising from the Trustee's willful misfeasance,
bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee, respectively, to perform its obligations under this
Section 8.14.
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 Trustee shall make a Periodic Advance as required by Section 3.03
hereof; provided, however, the Trustee shall not be required to make such
Periodic Advances if prohibited by law or if it determines that such Periodic
Advance would be a Nonrecoverable Advance. With respect to those Periodic
Advances which should have been made by WFHM, the Trustee shall be entitled,
pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the
Certificate Account for Periodic Advances and Nonrecoverable Advances made by
it.
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE
SELLER OR LIQUIDATION OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate 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 11.16. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to Certificateholders mailed not earlier than the 15th day
of the month preceding the month of such final distribution and not later than
the twentieth day of the month of such final distribution specifying (A) the
Final Distribution Date upon which final payment of the Certificates will be
made upon presentation and surrender of Certificates at the office or agency of
the Trustee therein designated, (B) the amount of any such final payment and (C)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. If the Seller is exercising its right to purchase,
the Seller shall deposit in the Certificate Account on or before the Final
Distribution Date in immediately available funds an amount equal to the purchase
price for the assets of the Trust Estate computed as above provided. Failure to
give notice of termination as described herein shall not entitle a
Certificateholder to any interest beyond the interest payable on the Final
Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class I-A-R Certificate, the amounts, if any, which remain on deposit
in the Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Section 4.02(a) hereof. Such distribution on
the Final Distribution Date shall be in lieu of the distribution otherwise
required to be made on such Distribution Date in respect of each Class of
Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders. The Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(ii) The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of
complete liquidation of the REMIC as of the date of such notice (or, if
earlier, the date on which the first such notice is mailed to
Certificateholders). The Master Servicer shall also specify such date in a
statement attached to the final tax return of the REMIC; and
(iii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
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 and the Trustee, without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein or in the related
Prospectus, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust Estate
as a REMIC at all times that any Certificates are outstanding or to avoid or
minimize the risk of the imposition of any federal tax on the Trust Estate or
the REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee has received an Opinion of Counsel to the effect
that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action
shall not, as evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the Certificate Account provided that such
change shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (v) to modify,
eliminate or add to the provisions of Section 5.02 or any other provisions
hereof restricting transfer of the Certificates, provided that the Master
Servicer for purposes of Section 5.02 has determined in its sole discretion that
any such modifications to this Agreement will neither adversely affect the
rating on the Certificates nor give rise to a risk that either the Trust Estate
or the REMIC or any of the Certificateholders will be subject to a tax caused by
a transfer to a non-permitted transferee and (vi) to make any other provisions
with respect to matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder. Notwithstanding the foregoing, any amendment pursuant
to clause (iv) or (vi) shall not be deemed to adversely affect in any material
respect the interest of Certificateholders and no Opinion of Counsel to that
effect shall be required if the person requesting the amendment instead obtains
a letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer 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, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject the REMIC to tax or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior Month Receipt
Period with respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Xxxxx Fargo Asset Securities Corporation, 0000 Xxx
Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer and the
Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to
Xxxxx Fargo Bank Minnesota, National Association, 0000 Xxx Xxxxxxx Xxx,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Vice President or such other address as
may hereafter be furnished to the Seller and the Trustee in writing by the
Master Servicer and (iii) in the case of the Trustee, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee, in each case Attention: Corporate
Trust Department Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice mailed
or transmitted within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the addressee
receives such notice; provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CUT-OFF DATE.
The Cut-Off Date for the Certificates is December 1, 2001.
SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $401,417,848.32.
SECTION 11.03 ORIGINAL GROUP PERCENTAGE.
SECTION 11.03(A) ORIGINAL GROUP I-A PERCENTAGE.
The Original Group I-A Percentage is 96.99991956%.
SECTION 11.03(B) ORIGINAL GROUP II-A PERCENTAGE.
The Original Group II-A Percentage is 96.99995226%.
SECTION 11.03(C) ORIGINAL GROUP III-A PERCENTAGE.
The Original Group III-A Percentage is 96.99995645%.
SECTION 11.04 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 $ 77,923,300.00
Class II-A $194,756,000.00
Class III-A $116,695,700.00
Class I-A-R $ 100.00
SECTION 11.05 [RESERVED].
SECTION 11.06 ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE.
The Original Aggregate Subordinate Percentage is 96.99994697%.
SECTION 11.07 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $12,042,748.32.
SECTION 11.08 ORIGINAL SUBORDINATED PRINCIPAL BALANCE.
SECTION 11.08(A) ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
The Original Group I Subordinated Principal Balance is
$2,410,068.68.
SECTION 11.08(B) ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE.
The Original Group II Subordinated Principal Balance is
$6,023,480.26.
SECTION 11.08(C) ORIGINAL GROUP III SUBORDINATED PRINCIPAL BALANCE.
The Original Group III Subordinated Principal Balance is
$3,609,199.38.
SECTION 11.09 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS B CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $4,214,900.00
Class B-2 $3,211,400.00
Class B-3 $2,207,800.00
Class B-4 $1,003,600.00
Class B-5 $ 602,100.00
Class B-6 $ 802,948.32
SECTION 11.10 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.95004989%.
SECTION 11.11 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 1.15003563%.
SECTION 11.12 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.60003518%.
SECTION 11.13 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.35002138%.
SECTION 11.14 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.20002805%.
SECTION 11.15 CLOSING DATE.
The Closing Date is December 21, 2001.
SECTION 11.16 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 $40,141,784.83
(10% of the Cut-Off Date Aggregate Principal Balance) at the time of any such
purchase.
SECTION 11.17 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class I-A-R
Certificate) and the Class B Certificates, the minimum Denomination eligible for
wire transfer on each Distribution Date is $500,000. The Class I-A-R Certificate
is not eligible for wire transfer.
SECTION 11.18 SINGLE CERTIFICATE.
A Single Certificate for the Class I-A-1, Class II-A and Class III-A
Certificates represent a $25,000 Denomination. A Single Certificate for the
Class I-A-R Certificate represents a $100 Denomination. A Single Certificate for
the Class B-1, Class B-2 and Class B-3 Certificates represents a $100,000
Denomination. A Single Certificate for the Class B-4, Class B-5 and Class B-6
Certificates represents a $250,000 Denomination.
SECTION 11.19 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.
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
XXXXX FARGO ASSET SECURITIES CORPORATION
as Seller
By:
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Master Servicer
By:
------------------------------------
Name: Xxxxxxx X. Xxxx, III
Title: Vice President
FIRST UNION NATIONAL BANK
as Trustee
By:
------------------------------------
Name:
Title:
Attest:
By: ___________________________________
Name: _________________________________
Title: ________________________________
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXXX )
On this 21st day of December, 2001, before me, a notary public in
and for the State of Maryland, personally Xxxxx X. Xxxxxx, known to me who,
being by me duly sworn, did depose and say that she resides in Potomac,
Maryland; that she is Vice President of Xxxxx Fargo Asset Securities
Corporation, a Delaware corporation, 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 MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 21st day of December, 2001, before me, a notary public in
and for the State of Maryland, personally appeared Xxxxxxx X. Xxxx, III known to
me who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is a Vice President of Xxxxx Fargo Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 21st day of December, 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 association.
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 21st day of December, 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 association.
-------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-34, CLASS I-A-1
evidencing an interest in a pool of adjustable
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AA 8 First Distribution Date: January 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-1 Certificates with respect to a Trust Estate
consisting of three pools of adjustable interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans," "Group II Mortgage Loans"
and "Group III 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 December 21,
2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), and First Union
National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class 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 the first
Distribution Date will be 5.898975869% per annum. For each Distribution Date
after the initial Distribution Date, the pass-through rate on the Class I-A-1
Certificates will be a per annum rate equal to the weighted average of the Net
Mortgage Interest Rates of the Group I Mortgage Loans (based on Scheduled
Principal Balances of the Group I Mortgage Loans on the first day of the month
preceding the month of such 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-1 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT I-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 TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS 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 REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-34, CLASS I-A-R
evidencing an interest in a pool of adjustable
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AB 6 First Distribution Date: January 25, 2002
Denomination: $___________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class I-A-R Certificate with respect to a
Trust Estate consisting of three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans and which may include loans secured by shares issued
by cooperative housing corporations (the "Group I Mortgage Loans," "Group II
Mortgage Loans" and "Group III 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
December 21, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer"), and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class 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 the first
Distribution Date will be 5.898975869% per annum. For each Distribution Date
after the initial Distribution Date, the pass-through rate on the Class I-A-R
Certificate will be a per annum rate equal to the weighted average of the Net
Mortgage Interest Rates of the Group I Mortgage Loans (based on Scheduled
Principal Balances of the Group I Mortgage Loans on the first day of the month
preceding the month of such 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-R Certificate, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT II-A
[FORM OF FACE OF CLASS II-A 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 2001-34, CLASS II-A
evidencing an interest in a pool of adjustable
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AC 4 First Distribution Date: January 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A Certificates with respect to a Trust Estate
consisting of three pools of adjustable interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans," "Group II Mortgage Loans"
and "Group III 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 December 21,
2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), and First Union
National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A Certificates required to be
distributed to Holders of the Class II-A 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 Certificates applicable to the first
Distribution Date will be 6.251121111% per annum. For each Distribution Date
after the initial Distribution Date, the pass-through rate on the Class II-A
Certificates will be a per annum rate equal to the weighted average of the Net
Mortgage Interest Rates of the Group II Mortgage Loans (based on Scheduled
Principal Balances of the Group II Mortgage Loans on the first day of the month
preceding the month of such 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 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT III-A
[FORM OF FACE OF CLASS III-A 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 2001-34, CLASS III-A
evidencing an interest in a pool of adjustable
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AD 2 First Distribution Date: January 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class III-A Certificates with respect to a Trust Estate
consisting of three pools of adjustable interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans," "Group II Mortgage Loans"
and "Group III 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 December 21,
2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), and First Union
National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
III-A Distribution Amount for the Class III-A Certificates required to be
distributed to Holders of the Class III-A 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 III-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class III-A Certificates applicable to the first
Distribution Date will be 6.201906700% per annum. For each Distribution Date
after the initial Distribution Date, the pass-through rate on the Class IIII-A
Certificates will be a per annum rate equal to the weighted average of the Net
Mortgage Interest Rates of the Group III Mortgage Loans (based on Scheduled
Principal Balances of the Group III Mortgage Loans on the first day of the month
preceding the month of such 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 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT 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 2001-34, CLASS B-1
evidencing an interest in three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AE 0 First Distribution Date: January 25, 2002
Denomination: $_________________
Percentage Interest evidenced
by this Certificate: _______% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans and which may include loans secured by shares issued
by cooperative housing corporations (the "Group I Mortgage Loans," "Group II
Mortgage Loans" and "Group III 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
December 21, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer"), and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the 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 the first Distribution Date will be 6.165898136% per
annum. As to each Distribution Date thereafter, the pass-through rate will be a
per annum rate equal to the weighted average of the weighted average Net
Mortgage Interest Rate of each Loan Group (weighted on the basis of the Group
Subordinate Amount of each Loan Group). 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 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT 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 2001-34, CLASS B-2
evidencing an interest in three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AF 7 First Distribution Date: January 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans and which may include loans secured by shares issued
by cooperative housing corporations (the "Group I Mortgage Loans," "Group II
Mortgage Loans" and "Group III 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
December 21, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer"), and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A 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-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-2
Certificates applicable to the first Distribution Date will be 6.165898136% per
annum. As to each Distribution Date thereafter, the pass-through rate will be a
per annum rate equal to the weighted average of the weighted average Net
Mortgage Interest Rate of each Loan Group (weighted on the basis of the Group
Subordinate Amount of each Loan Group). 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 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT 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 2001-34, CLASS B-3
evidencing an interest in three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AG 5 First Distribution Date: January 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans and which may include loans secured by shares issued
by cooperative housing corporations (the "Group I Mortgage Loans," "Group II
Mortgage Loans" and "Group III 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
December 21, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer"), and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the 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 the first Distribution Date
will be 6.165898136% per annum. As to each Distribution Date thereafter, the
pass-through rate will be a per annum rate equal to the weighted average of the
weighted average Net Mortgage Interest Rate of each Loan Group (weighted on the
basis of the Group Subordinate Amount of each Loan Group). 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 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT 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 2001-34, CLASS B-4
evidencing an interest in three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AH 3 First Distribution Date: January 25, 2002
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans and which may include loans secured by shares issued
by cooperative housing corporations (the "Group I Mortgage Loans," "Group II
Mortgage Loans" and "Group III 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
December 21, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer"), and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the 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 the first Distribution Date
will be 6.165898136% per annum. As to each Distribution Date thereafter, the
pass-through rate will be a per annum rate equal to the weighted average of the
weighted average Net Mortgage Interest Rate of each Loan Group (weighted on the
basis of the Group Subordinate Amount of each Loan Group). 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 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 Trustee 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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT 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 2001-34, CLASS B-5
evidencing an interest in three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AJ 9 First Distribution Date: January 25, 2002
Denomination: $_____________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans and which may include loans secured by shares issued
by cooperative housing corporations (the "Group I Mortgage Loans," "Group II
Mortgage Loans" and "Group III 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
December 21, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer"), and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the 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 the first Distribution Date
will be 6.165898136% per annum. As to each Distribution Date thereafter, the
pass-through rate will be a per annum rate equal to the weighted average of the
weighted average Net Mortgage Interest Rate of each Loan Group (weighted on the
basis of the Group Subordinate Amount of each Loan Group). 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 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 Trustee 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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT 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 2001-34, CLASS B-6
evidencing an interest in three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 94978E AK 6 First Distribution Date: January 25, 2002
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of three pools of adjustable interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans and which may include loans secured by shares issued
by cooperative housing corporations (the "Group I Mortgage Loans," "Group II
Mortgage Loans" and "Group III 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
December 21, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer"), and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the 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 the first Distribution Date
will be 6.165898136% per annum. As to each Distribution Date thereafter, the
pass-through rate will be a per annum rate equal to the weighted average of the
weighted average Net Mortgage Interest Rate of each Loan Group (weighted on the
basis of the Group Subordinate Amount of each Loan Group). 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 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 Trustee 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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:_________________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2001-34 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-34
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the 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 Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), XXXXX
FARGO ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Seller"), XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer and the Trustee have
entered into a Pooling and Servicing Agreement dated as of December 21, 2001
relating to the issuance of Mortgage Pass-Through Certificates, Series 2001-34
(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 Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the 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 Trustee 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 Trustee subsequent to the date hereof (the "Custodial Files") as
agent for the Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 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 Trustee.
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 Trustee.
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 Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. 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; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling and
Servicing Agreement and furnish the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
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-1
[Schedule of Mortgage Loans in Group I]
WFMBS
WFMBS 2001-34 EXHIBIT F-1 Group I Loans
3/1 ARM LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- ------------------------- ----- ----- -------- -------- -------- ---------- ---------- -------- ---------
CURRENT
CURRENT NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY GROSS TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MARGIN MATURITY DATE
-------- ------------------------- ----- ----- -------- -------- -------- ---------- ---------- -------- ---------
4217019 XXXXXXXX XX 00000 SFD 5.875 5.625 $ 3,325.04 2.750 360 1-Dec-31
4240296 XXXXXXXXX XX 00000 SFD 6.750 6.500 $ 3,709.98 2.750 360 1-Aug-31
4256002 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 3,242.99 2.750 360 1-Aug-31
4258187 XXXXXX XX 00000 SFD 6.875 6.625 $ 2,575.16 2.750 360 1-Sep-31
4266899 XXX XXXX XX 00000 SFD 6.250 6.000 $ 3,078.59 2.750 360 1-Oct-31
4276091 XXXXXX XX 00000 SFD 6.000 5.750 $ 2,817.89 2.750 360 1-Nov-31
4325911 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,435.62 2.750 360 1-Nov-31
4327075 XXX XXXXXXX XX 00000 SFD 6.500 6.250 $ 6,320.69 2.750 360 1-Nov-31
4327200 XXXXXXX XX 00000 SFD 6.000 5.750 $ 3,747.20 2.750 360 1-Dec-31
4329869 XXXXXXX XX 00000 SFD 6.375 6.125 $ 5,490.06 2.750 360 1-Dec-31
4330377 XXXXXXX XX 00000 SFD 5.750 5.500 $ 1,969.55 2.750 360 1-Oct-31
4336595 XXXX XXXX XX 00000 SFD 6.250 6.000 $ 6,032.80 2.750 360 1-Nov-31
4339930 XXXXXXX XX 00000 SFD 5.875 5.625 $ 2,406.38 2.750 360 1-Dec-31
4341829 XXX XXXXXXX XX 00000 SFD 6.000 5.750 $ 1,945.55 2.750 360 1-Dec-31
4343129 XXX XXXX XX 00000 SFD 6.250 6.000 $ 2,844.62 2.750 360 1-Nov-31
4344592 XXXXXXXXX XXXXX XX 00000 SFD 4.125 3.875 $ 3,974.13 2.750 360 1-Nov-31
4345330 XXX XXXXXXXXX XX 00000 LCO 6.250 6.000 $ 3,177.11 2.750 360 1-Nov-31
4346758 XXXXXXXXXX XX 00000 LCO 5.250 5.000 $ 1,731.16 2.750 360 1-Dec-31
4350007 XXX XXXX XX 00000 SFD 6.000 5.750 $ 5,246.07 2.750 360 1-Nov-31
4353118 XXX XXXX XX 00000 SFD 5.750 5.500 $ 2,912.03 2.750 360 1-Dec-31
4354472 XXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,932.19 2.750 360 1-Nov-31
4354962 XXXXXXX XX 00000 SFD 6.250 6.000 $ 4,925.74 2.750 360 1-Dec-31
4355104 XXXXXXXX XX 00000 SFD 6.000 5.750 $ 3,297.53 2.750 360 1-Dec-31
4357046 XXXXXX XX 00000 SFD 5.750 5.500 $ 2,581.73 2.750 360 1-Nov-31
4357057 XXX XXXX XX 00000 SFD 6.500 6.250 $ 1,738.19 2.750 000 0-Xxx-00
0000000 XXXX XX 00000 SFD 6.500 6.250 $ 1,946.77 2.750 360 1-Oct-31
4359091 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 5,289.01 2.750 360 1-Nov-31
4360683 XXX XXXX XX 00000 SFD 6.125 5.875 $ 2,120.57 2.750 360 1-Dec-31
4361830 XXXXXXXXX XX 00000 SFD 6.125 5.875 $ 3,013.75 2.750 360 1-Dec-31
4364216 XXXXXXX XXXX XX 00000 SFD 5.875 5.625 $ 2,395.73 2.750 360 1-Nov-31
4366426 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 3,170.94 2.750 360 1-Dec-31
4367754 XXX XXXX XX 00000 SFD 5.750 5.500 $ 2,220.50 2.750 360 1-Dec-31
4368063 XXXX XXXX XX 00000 SFD 6.125 5.875 $ 2,685.64 2.750 360 1-Nov-31
4368270 XXXXXXXXXX XX 00000 SFD 6.250 6.000 $ 1,957.98 2.750 360 1-Nov-31
4368400 XXXXXXXXX XX 00000 SFD 6.000 5.750 $ 3,609.30 2.750 360 1-Nov-31
4369473 XXXXXX XXXX XX 00000 SFD 6.125 5.875 $ 3,645.67 2.750 360 1-Dec-31
4370138 XXX XXXX XX 00000 SFD 5.750 5.500 $ 2,270.10 2.750 360 1-Dec-31
4370563 XXXXX XXXX XX 00000 SFD 6.375 6.125 $ 4,429.48 2.750 360 1-Dec-31
4373480 XXXXXXXXXX XX 00000 SFD 6.750 6.500 $ 3,424.60 2.750 360 1-Aug-31
4376783 XXXXXXXX XX 00000 SFD 6.000 5.750 $ 3,046.32 2.750 360 1-Dec-31
4376978 XXX XXXX XX 00000 SFD 6.250 6.000 $ 2,114.38 2.750 360 1-Dec-31
4377866 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,267.80 2.750 360 1-Dec-31
4378495 XXXXX XX 00000 SFD 6.500 6.250 $ 2,174.32 2.750 360 1-Nov-31
4378893 XXXXXXX XX 00000 SFD 6.125 5.875 $ 1,956.51 2.750 360 1-Dec-31
4379264 XXXXXX XXXXXX XX 00000 SFD 6.000 5.750 $ 1,918.56 2.750 360 1-Nov-31
4381470 XXXXXX XX 00000 SFD 6.250 6.000 $ 3,023.18 2.750 360 1-Dec-31
4382295 XXX XXXXXXXXX XX 00000 LCO 6.250 6.000 $ 2,001.09 2.750 360 1-Dec-31
4384341 XXXXXXX XX 00000 SFD 6.250 6.000 $ 2,148.86 2.750 360 1-Dec-31
4385686 XXXXXXX XX 00000 SFD 6.250 6.000 $ 3,386.45 2.750 360 1-Nov-31
4386301 XXXXX XXXXXX XX 00000 SFD 5.875 5.625 $ 2,514.04 2.750 360 1-Dec-31
4387258 XXX XXXX XX 00000 SFD 6.375 6.125 $ 2,528.55 2.750 360 1-Dec-31
4388386 XXXXXXXX XX 00000 SFD 6.250 6.000 $ 4,771.81 2.750 360 1-Dec-31
4388610 XXXXX XX 00000 SFD 6.000 5.750 $ 2,697.98 2.750 360 1-Dec-31
4388614 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,910.92 2.750 360 1-Aug-31
4388782 XXXXX XXXX XXXXX XX 00000 SFD 6.125 5.875 $ 2,916.54 2.750 360 1-Nov-31
4388902 XXX XXXX XX 00000 SFD 6.125 5.875 $ 2,825.39 2.750 360 1-Dec-31
4388978 XXXXXXXXX XX 00000 SFD 5.750 5.500 $ 4,254.25 2.750 360 1-Dec-31
4389683 XXXXXX XX 00000 SFD 6.125 5.875 $ 3,001.60 2.750 360 1-Dec-31
4390803 XXXXXX XX 00000 SFD 6.375 6.125 $ 2,969.63 2.750 360 1-Dec-31
4391310 XXXXXXXX XX 00000 SFD 6.125 5.875 $ 1,950.43 2.750 360 1-Dec-31
4392651 XXXXXXXXXX XX 00000 SFD 6.125 5.875 $ 2,977.30 2.750 360 1-Nov-31
4392713 XXXXXXX XX 00000 SFD 5.875 5.625 $ 2,366.15 2.750 360 1-Nov-31
4393797 XXXXXXX XXXXX XX 00000 SFD 6.375 6.125 $ 2,141.75 2.750 360 1-Dec-31
4393979 XXX XXXX XX 00000 SFD 5.750 5.500 $ 2,684.44 2.750 360 1-Dec-31
4394064 XXX XXXX XX 00000 SFD 6.000 5.750 $ 3,207.60 2.750 360 1-Dec-31
4394072 XXX XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 3,152.48 2.750 360 1-Dec-31
4396095 XXXXXXXX XX 00000 SFD 5.500 5.250 $ 2,674.29 2.750 360 1-Nov-31
4396993 XXXXXXX XX 00000 SFD 5.750 5.500 $ 3,209.66 2.750 360 1-Nov-31
4397029 XXXXXXXXX XX 00000 SFD 6.125 5.875 $ 1,926.13 2.750 360 1-Dec-31
4398199 XXX XXXXX XX 00000 SFD 6.000 5.750 $ 5,120.17 2.750 360 1-Nov-31
4398710 XXXXXXX XXXXXX XX 00000 SFD 6.000 5.750 $ 3,063.71 2.750 360 1-Dec-31
4399677 XXXXXXXX XXXX XX 00000 SFD 6.000 5.750 $ 3,297.53 2.750 360 1-Dec-31
4400599 XXXXXXXXX XX 00000 SFD 6.125 5.875 $ 3,736.81 2.750 360 1-Dec-31
4400761 XX XXXXX XX 00000 SFD 6.125 5.875 $ 3,645.66 2.750 360 1-Nov-31
4401405 XXXXXXXXX XX 00000 SFD 5.750 5.500 $ 2,264.27 2.750 360 1-Dec-31
4402808 XXXXX XX 00000 SFD 6.375 6.125 $ 2,289.61 2.750 360 1-Dec-31
4404322 XXXXXXXXXXX XX 00000 SFD 5.875 5.625 $ 2,360.24 2.750 360 1-Dec-31
4404955 XXXX XXXXXXXXX XX 00000 SFD 6.000 5.750 $ 2,832.88 2.750 360 1-Dec-31
4405682 XXXX XXXX XX 00000 PUD 5.750 5.500 $ 2,338.96 2.750 360 1-Dec-31
4405691 XXXXXXXXX XX 00000 SFD 5.750 5.500 $ 2,100.87 2.750 360 1-Dec-31
4406105 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 4,002.17 2.750 360 1-Dec-31
4407279 XXXXXX XXXXX XX 00000 SFD 6.250 6.000 $ 3,097.06 2.750 360 1-Dec-31
4408002 XXXXXXXX XX 00000 SFD 6.125 5.875 $ 2,843.62 2.750 360 1-Dec-31
4410461 XXXXXXXX XX 00000 SFD 6.375 6.125 $ 3,431.29 2.750 360 1-Dec-31
4410505 XXXXXXX XX 00000 SFD 6.125 5.875 $ 5,468.50 2.750 360 1-Dec-31
4410542 XXX XXXXX XX 00000 SFD 5.875 5.625 $ 3,150.54 2.750 360 1-Dec-31
4411177 XXX XXXX XX 00000 SFD 5.875 5.625 $ 2,212.36 2.750 360 1-Dec-31
4411488 XXXXX XX 00000 SFD 5.875 5.625 $ 2,741.78 2.750 360 1-Dec-31
4411799 XXXXX XX 00000 SFD 6.250 6.000 $ 3,097.06 2.750 360 1-Dec-31
4412842 XXXXX XX 00000 SFD 6.000 5.750 $ 1,846.62 2.750 360 1-Oct-31
4413991 XXX XXXX XX 00000 SFD 6.000 5.750 $ 2,506.13 2.750 360 1-Dec-31
4415548 XXX XXXX XX 00000 SFD 6.000 5.750 $ 2,248.32 2.750 360 1-Dec-31
4415945 PARKER CO 80138 SFD 6.125 5.875 $ 2,098.69 2.750 360 1-Nov-31
4417533 XXX XXXX XX 00000 SFD 6.125 5.875 $ 2,400.67 2.750 360 1-Dec-31
4417710 XXXXXXXXX XXXXX XX 00000 SFD 4.625 4.375 $ 3,084.84 2.750 360 1-Dec-31
4418780 XXX XXXX XX 00000 SFD 6.125 5.875 $ 2,023.35 2.750 360 1-Dec-31
4419366 XXXXXX XX 00000 SFD 5.875 5.625 $ 1,916.59 2.750 360 1-Nov-31
4421259 XXXXXXXXX XX 00000 SFD 5.500 5.250 $ 2,827.59 2.750 360 1-Dec-31
4422244 XXXXXXX XX 00000 SFD 5.750 5.500 $ 5,835.73 2.750 360 1-Dec-31
4426799 XXXXXXXX XXXX XX 00000 SFD 5.625 5.375 $ 2,022.86 2.750 360 1-Dec-31
4427843 XXXXX XXX XXX XX 00000 SFD 6.000 5.750 $ 3,267.56 2.750 360 1-Dec-31
4430482 XXXX XXXX XX 00000 SFD 5.750 5.500 $ 1,914.12 2.750 360 1-Dec-31
4430725 XXXXX XXXXXX XX 00000 HCO 5.875 5.625 $ 2,147.29 2.750 360 1-Dec-31
4430980 XXX XXXX XX 00000 SFD 6.125 5.875 $ 2,429.84 2.750 360 1-Dec-31
4440696 XXXXXXXXX XX 00000 SFD 5.875 5.625 $ 2,354.33 2.750 360 1-Dec-31
4599742 XXXXXXX XX 00000 SFD 6.250 6.000 $ 2,800.28 2.750 360 1-Nov-31
4612743 XXXXXXX XX 00000 SFD 6.250 6.000 $ 4,002.16 2.750 360 1-Nov-31
4615042 XXXXXX XX 00000 SFD 6.375 6.125 $ 2,470.52 2.750 360 1-Nov-31
5088802 XXXXXX XX 00000 SFD 6.125 5.875 $ 3,908.15 2.750 360 1-Nov-31
6017039 XXXXXXXX XXXX XX 00000 SFD 6.375 6.125 $ 2,932.19 2.750 360 1-Jun-31
6028008 XXXX XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,796.91 2.750 360 1-Jul-31
6031064 XXXXXX XXXXXX XX 00000 SFD 6.875 6.625 $ 2,029.91 2.750 360 1-Aug-31
6034986 XXX XXXXXXXXX XX 00000 SFD 6.750 6.500 $ 4,053.74 2.750 360 1-Aug-31
6036794 XXXXXXX XX 00000 SFD 6.875 6.625 $ 2,498.96 2.750 360 1-Aug-31
6041717 XXXXXXXXXX XX 00000 SFD 6.875 6.625 $ 2,069.33 2.750 360 1-Aug-31
8185601 XXXXXX XXXX XX 00000 SFD 6.625 6.375 $ 2,721.32 2.750 360 1-Oct-31
8365290 XXXXX XX 00000 SFD 6.125 5.875 $ 2,597.53 2.750 360 1-Nov-31
8497445 XXXXXX XX 00000 SFD 6.000 5.750 $ 3,071.50 2.750 360 1-Oct-31
8584407 XXXXXX XX 00000 SFD 6.375 6.125 $ 1,907.17 2.750 360 1-Oct-31
8827881 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,257.12 2.750 360 1-Aug-31
8868434 XXXXXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,441.02 2.750 360 1-Sep-31
8905328 XXXXXXXXXX XX 00000 SFD 7.000 6.750 $ 3,078.39 2.750 360 1-Sep-31
8916332 XXXXXX XXXXX XXXX XX 00000 SFD 6.125 5.875 $ 3,038.05 2.750 360 1-Oct-31
9165991 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,578.84 2.750 360 1-Nov-31
9199233 XXXXXXXXXX XX 00000 SFD 5.625 5.375 $ 3,511.51 2.750 360 1-Nov-31
9245671 XXXXXXXX XX 00000 LCO 6.250 6.000 $ 2,906.19 2.750 360 1-Oct-31
9246886 XXX XXXXX XX 00000 SFD 5.750 5.500 $ 2,874.39 2.750 360 1-Dec-31
9262593 XXXXXX XXXXXX XX 00000 SFD 6.375 6.125 $ 2,838.61 2.750 360 1-Nov-31
9273038 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 4,108.45 2.750 360 1-Nov-31
9273418 XXXX XXXXXXXXX XX 00000 SFD 6.000 5.750 $ 1,648.77 2.750 360 1-Nov-31
9279332 XXX XXXXXXX XX 00000 SFD 6.250 6.000 $ 2,401.30 2.750 360 1-Nov-31
9291097 XXX XXXXXXXXX XX 00000 MF2 6.250 6.000 $ 3,294.09 2.750 360 1-Nov-31
9311176 XXX XXXX XX 00000 SFD 6.000 5.750 $ 3,177.62 2.750 360 1-Nov-31
9313915 XXX XXXXX XX 00000 SFD 5.875 5.625 $ 3,845.00 2.750 000 0-Xxx-00
0000000 XXXX XX 00000 SFD 6.375 6.125 $ 3,930.38 2.750 360 1-Nov-31
9334729 XXX XXXXX XX 00000 SFD 6.625 6.375 $ 3,572.94 2.750 360 1-Oct-31
9334778 XXXX XXXX XX 00000 LCO 6.500 6.250 $ 2,414.50 2.750 360 1-Nov-31
9335794 XXX XXXX XX 00000 SFD 6.500 6.250 $ 1,997.34 2.750 360 1-Oct-31
9336361 XXXX XXXX XX 00000 SFD 6.125 5.875 $ 3,949.47 2.750 360 1-Nov-31
9336650 XXX XXXX XX 00000 SFD 6.500 6.250 $ 1,972.06 2.750 000 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,346.56 2.750 360 1-Nov-31
9339335 XXXXXXX XXXXX XX 00000 SFD 6.250 6.000 $ 2,937.59 2.750 360 1-Nov-31
9339436 XXXXXX XXXXX XXXXXX XX 00000 SFD 6.500 6.250 $ 2,180.64 2.750 360 1-Nov-31
9339446 XXX XXXX XXXXXXXX XX 00000 SFD 6.000 5.750 $ 2,521.11 2.750 360 1-Nov-31
9339528 XXX XXXXX XX 00000 SFD 6.500 6.250 $ 4,740.51 2.750 360 1-Nov-31
9339531 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,288.09 2.750 360 1-Nov-31
9339533 XXXXXXX XXXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,033.93 2.750 360 1-Nov-31
9339584 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,955.45 2.750 360 1-Nov-31
9339586 XXXXXX XXXXX XXXXXX XX 00000 SFD 6.375 6.125 $ 2,807.42 2.750 360 1-Nov-31
9339840 XXXXXX XX 00000 SFD 6.500 6.250 $ 3,160.34 2.750 360 1-Nov-31
9339982 XXXX XXXX XX 00000 SFD 6.000 5.750 $ 2,997.76 2.750 360 1-Nov-31
9340325 XXXXXXX XX 00000 SFD 6.500 6.250 $ 2,623.09 2.750 360 1-Nov-31
9342103 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 4,108.45 2.750 360 1-Nov-31
9342369 XXXXXX XX 00000 SFD 6.500 6.250 $ 2,594.01 2.750 360 1-Nov-31
9343200 XXX XXXXX XX 00000 SFD 6.500 6.250 $ 5,245.54 2.750 360 1-Nov-31
9343221 XXX XXXXX XX 00000 SFD 6.250 6.000 $ 3,638.89 2.750 360 1-Nov-31
9343301 XXXXX XX 00000 SFD 6.250 6.000 $ 3,694.31 2.750 360 1-Nov-31
9350976 XXXXXX XX 00000 SFD 6.500 6.250 $ 2,218.56 2.750 360 1-Dec-31
9351248 XXXXXX XX 00000 SFD 6.125 5.875 $ 3,706.43 2.750 360 1-Nov-31
9355640 XXXXXX XXXXXX XX 00000 SFD 6.000 5.750 $ 1,978.52 2.750 360 1-Dec-31
9356271 XXXXXXXXXX XXXXX XX 00000 SFD 6.250 6.000 $ 2,268.92 2.750 360 1-Dec-31
9436275 PARKER CO 80138 SFD 5.500 5.250 $ 2,021.33 2.750 360 1-Dec-31
0000000 XXXX XX XXXX XXXX XX 00000 SFD 6.125 5.875 $ 2,454.75 2.750 360 1-Dec-31
9446163 XXXXXXXXXX XX 00000 SFD 6.000 5.750 $ 2,997.76 2.750 360 1-Dec-31
9459440 XXXX XXXX XX 00000 SFD 5.875 5.625 $ 2,366.15 2.750 360 1-Nov-31
COUNT: 165
WAC: 6.148975869
WAM: 359.151178
WALTV: 63.82115487
WFMBS
WFMBS 2001-34 EXHIBIT F-1 Group I Loans (continued)
3/1 ARM LOANS
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
-------- -------------- ------ ---------- ------ ----------- ---------- ---------- -------
CUT-OFF
MORTGAGE DATE NEXT MORTGAGE
LOAN PRINCIPAL ADJUSTMENT LIFE CONVERTIBLE INSURANCE SERVICE
NUMBER BALANCE LTV DATE CAP LOANS CODE INDEX FEE
-------- -------------- ------ ---------- ------ ----------- ---------- ---------- -------
4217019 $ 562,100.00 70.00 1-Dec-04 11.88 N 1CM 0.250
4240296 $ 570,013.35 65.00 1-Aug-04 12.75 N 1CM 0.250
4256002 $ 498,263.42 65.79 1-Aug-04 12.75 N 1CM 0.250
4258187 $ 391,006.33 53.70 1-Sep-04 12.88 N 1CM 0.250
4266899 $ 499,048.69 80.00 1-Oct-04 12.25 N 1CM 0.250
4276091 $ 469,532.11 47.00 1-Nov-04 12.00 N 1CM 0.250
4325911 $ 384,327.14 68.20 1-Nov-04 12.50 N 1CM 0.250
4327075 $ 999,095.98 63.49 1-Nov-04 12.50 N 1CM 0.250
4327200 $ 625,000.00 65.79 1-Dec-04 12.00 N 1CM 0.250
4329869 $ 880,000.00 64.47 1-Dec-04 12.38 N 1CM 0.250
4330377 $ 336,793.58 75.00 1-Oct-04 11.75 N 1CM 0.250
4336595 $ 978,870.32 69.99 1-Nov-04 12.25 N 1CM 0.250
4339930 $ 406,800.00 90.00 1-Dec-04 11.88 N 24 1CM 0.250
4341829 $ 324,500.00 75.47 1-Dec-04 12.00 N 1CM 0.250
4343129 $ 461,561.63 44.00 1-Nov-04 12.25 N 1CM 0.250
4344592 $ 818,844.62 80.00 1-Nov-04 10.13 N 1CM 0.250
4345330 $ 515,510.39 80.00 1-Nov-04 12.25 N 1CM 0.250
4346758 $ 313,500.00 95.00 1-Dec-04 11.25 N 01 1CM 0.250
4350007 $ 874,128.93 60.55 1-Nov-04 12.00 N 1CM 0.250
4353118 $ 499,000.00 69.31 1-Dec-04 11.75 N 1CM 0.250
4354472 $ 469,564.69 49.47 1-Nov-04 12.38 N 1CM 0.250
4354962 $ 800,000.00 53.33 1-Dec-04 12.25 N 1CM 0.250
4355104 $ 550,000.00 51.89 1-Dec-04 12.00 N 1CM 0.250
4357046 $ 441,938.11 70.00 1-Nov-04 11.75 N 1CM 0.250
4357057 $ 274,751.39 57.89 1-Nov-04 12.50 N 1CM 0.250
4357882 $ 307,441.62 77.97 1-Oct-04 12.50 N 1CM 0.250
4359091 $ 858,184.95 66.08 1-Nov-04 12.25 N 1CM 0.250
4360683 $ 349,000.00 56.29 1-Dec-04 12.13 N 1CM 0.250
4361830 $ 496,000.00 80.00 1-Dec-04 12.13 N 1CM 0.250
4364216 $ 404,587.08 75.00 1-Nov-04 11.88 N 1CM 0.250
4366426 $ 515,000.00 54.79 1-Dec-04 12.25 N 1CM 0.250
4367754 $ 380,500.00 74.61 1-Dec-04 11.75 N 1CM 0.250
4368063 $ 441,570.40 47.02 1-Nov-04 12.13 N 1CM 0.250
4368270 $ 317,698.27 55.79 1-Nov-04 12.25 N 1CM 0.250
4368400 $ 601,400.70 61.43 1-Nov-04 12.00 N 1CM 0.250
4369473 $ 600,000.00 76.43 1-Dec-04 12.13 N 1CM 0.250
4370138 $ 389,000.00 67.07 1-Dec-04 11.75 N 1CM 0.250
4370563 $ 710,000.00 69.61 1-Dec-04 12.38 N 1CM 0.250
4373480 $ 526,166.20 75.43 1-Aug-04 12.75 N 1CM 0.250
4376783 $ 508,100.00 72.59 1-Dec-04 12.00 N 1CM 0.250
4376978 $ 343,400.00 78.94 1-Dec-04 12.25 N 1CM 0.250
4377866 $ 517,000.00 53.03 1-Dec-04 12.50 N 1CM 0.250
4378495 $ 343,689.01 79.63 1-Nov-04 12.50 N 1CM 0.250
4378893 $ 322,000.00 33.16 1-Dec-04 12.13 N 1CM 0.250
4379264 $ 319,681.44 80.00 1-Nov-04 12.00 N 1CM 0.250
4381470 $ 491,000.00 66.17 1-Dec-04 12.25 N 1CM 0.250
4382295 $ 325,000.00 40.63 1-Dec-04 12.25 N 1CM 0.250
4384341 $ 349,000.00 65.85 1-Dec-04 12.25 N 1CM 0.250
4385686 $ 549,478.13 49.50 1-Nov-04 12.25 N 1CM 0.250
4386301 $ 425,000.00 59.03 1-Dec-04 11.88 N 1CM 0.250
4387258 $ 405,300.00 39.74 1-Dec-04 12.38 N 1CM 0.250
4388386 $ 775,000.00 63.52 1-Dec-04 12.25 N 1CM 0.250
4388610 $ 450,000.00 25.71 1-Dec-04 12.00 N 1CM 0.250
4388614 $ 616,494.32 75.00 1-Aug-04 12.50 N 1CM 0.250
4388782 $ 479,533.46 60.38 1-Nov-04 12.13 N 1CM 0.250
4388902 $ 465,000.00 66.91 1-Dec-04 12.13 N 1CM 0.250
4388978 $ 729,000.00 59.51 1-Dec-04 11.75 N 1CM 0.250
4389683 $ 494,000.00 66.85 1-Dec-04 12.13 N 1CM 0.250
4390803 $ 476,000.00 80.00 1-Dec-04 12.38 N 1CM 0.250
4391310 $ 321,000.00 61.14 1-Dec-04 12.13 N 1CM 0.250
4392651 $ 489,523.74 79.03 1-Nov-04 12.13 N 1CM 0.250
4392713 $ 399,592.19 93.02 1-Nov-04 11.88 N 13 1CM 0.250
4393797 $ 343,300.00 91.55 1-Dec-04 12.38 N 13 1CM 0.250
4393979 $ 460,000.00 59.74 1-Dec-04 11.75 N 1CM 0.250
4394064 $ 535,000.00 56.91 1-Dec-04 12.00 N 1CM 0.250
4394072 $ 512,000.00 80.00 1-Dec-04 12.25 N 1CM 0.250
4396095 $ 470,484.46 75.00 1-Nov-04 11.50 N 1CM 0.250
4396993 $ 549,425.76 65.87 1-Nov-04 11.75 N 1CM 0.250
4397029 $ 317,000.00 37.74 1-Dec-04 12.13 N 1CM 0.250
4398199 $ 853,149.83 68.32 1-Nov-04 12.00 N 1CM 0.250
4398710 $ 511,000.00 47.53 1-Dec-04 12.00 N 1CM 0.250
4399677 $ 550,000.00 55.00 1-Dec-04 12.00 N 1CM 0.250
4400599 $ 615,000.00 78.85 1-Dec-04 12.13 N 1CM 0.250
4400761 $ 599,416.84 64.37 1-Nov-04 12.13 N 1CM 0.250
4401405 $ 388,000.00 56.07 1-Dec-04 11.75 N 1CM 0.250
4402808 $ 367,000.00 59.67 1-Dec-04 12.38 N 1CM 0.250
4404322 $ 399,000.00 95.00 1-Dec-04 11.88 N 12 1CM 0.250
4404955 $ 472,500.00 70.00 1-Dec-04 12.00 N 1CM 0.250
4405682 $ 400,800.00 61.66 1-Dec-04 11.75 N 1CM 0.250
4405691 $ 360,000.00 56.25 1-Dec-04 11.75 N 1CM 0.250
4406105 $ 650,000.00 78.79 1-Dec-04 12.25 N 1CM 0.250
4407279 $ 503,000.00 67.97 1-Dec-04 12.25 N 1CM 0.250
4408002 $ 468,000.00 80.00 1-Dec-04 12.13 N 1CM 0.250
4410461 $ 550,000.00 61.11 1-Dec-04 12.38 N 1CM 0.250
4410505 $ 900,000.00 47.37 1-Dec-04 12.13 N 1CM 0.250
4410542 $ 532,600.00 44.38 1-Dec-04 11.88 N 1CM 0.250
4411177 $ 374,000.00 55.41 1-Dec-04 11.88 N 1CM 0.250
4411488 $ 463,500.00 90.00 1-Dec-04 11.88 N 01 1CM 0.250
4411799 $ 503,000.00 42.81 1-Dec-04 12.25 N 1CM 0.250
4412842 $ 307,385.23 56.51 1-Oct-04 12.00 N 1CM 0.250
4413991 $ 418,000.00 61.93 1-Dec-04 12.00 N 1CM 0.250
4415548 $ 375,000.00 69.44 1-Dec-04 12.00 N 1CM 0.250
4415945 $ 345,064.29 80.00 1-Nov-04 12.13 N 1CM 0.250
4417533 $ 395,100.00 55.65 1-Dec-04 12.13 N 1CM 0.250
4417710 $ 600,000.00 80.00 1-Dec-04 10.63 N 1CM 0.250
4418780 $ 333,000.00 44.40 1-Dec-04 12.13 N 1CM 0.250
4419366 $ 323,669.66 80.00 1-Nov-04 11.88 N 1CM 0.250
4421259 $ 498,000.00 60.36 1-Dec-04 11.50 N 1CM 0.250
4422244 $ 1,000,000.00 33.33 1-Dec-04 11.75 N 1CM 0.250
4426799 $ 351,400.00 54.06 1-Dec-04 11.63 N 1CM 0.250
4427843 $ 545,000.00 64.96 1-Dec-04 12.00 N 1CM 0.250
4430482 $ 328,000.00 20.22 1-Dec-04 11.75 N 1CM 0.250
4430725 $ 363,000.00 48.40 1-Dec-04 11.88 N 1CM 0.250
4430980 $ 399,900.00 78.41 1-Dec-04 12.13 N 1CM 0.250
4440696 $ 398,000.00 64.19 1-Dec-04 11.88 N 1CM 0.250
4599742 $ 454,368.47 50.53 1-Nov-04 12.25 N 1CM 0.250
4612743 $ 649,382.25 78.79 1-Nov-04 12.25 N 1CM 0.250
4615042 $ 395,633.23 80.00 1-Nov-04 12.38 N 1CM 0.250
5088802 $ 642,574.85 67.00 1-Nov-04 12.13 N 1CM 0.250
6017039 $ 467,353.18 71.43 1-Jun-04 12.38 N 1CM 0.250
6028008 $ 440,478.05 66.29 1-Jul-04 12.50 N 1CM 0.250
6031064 $ 307,952.62 64.38 1-Aug-04 12.88 N 1CM 0.250
6034986 $ 622,688.97 62.50 1-Aug-04 12.75 N 1CM 0.250
6036794 $ 379,110.63 29.26 1-Aug-04 12.88 N 1CM 0.250
6041717 $ 313,932.30 70.00 1-Aug-04 12.88 N 1CM 0.250
8185601 $ 424,247.99 59.03 1-Oct-04 12.63 N 1CM 0.250
8365290 $ 427,084.50 88.51 1-Nov-04 12.13 N 06 1CM 0.250
8497445 $ 511,277.45 80.00 1-Oct-04 12.00 N 1CM 0.250
8584407 $ 305,132.22 90.00 1-Oct-04 12.38 N 16 1CM 0.250
8827881 $ 346,791.37 77.33 1-Aug-04 12.75 N 1CM 0.250
8868434 $ 375,375.42 80.00 1-Sep-04 12.75 N 1CM 0.250
8905328 $ 461,560.51 55.08 1-Sep-04 13.00 N 1CM 0.250
8916332 $ 499,025.58 45.45 1-Oct-04 12.13 N 1CM 0.250
9165991 $ 407,631.16 47.06 1-Nov-04 12.50 N 1CM 0.250
9199233 $ 609,347.87 58.10 1-Nov-04 11.63 N 1CM 0.250
9245671 $ 471,101.95 69.93 1-Oct-04 12.25 N 1CM 0.250
9246886 $ 492,550.00 69.99 1-Dec-04 11.75 N 1CM 0.250
9262593 $ 454,578.58 62.33 1-Nov-04 12.38 N 1CM 0.250
9273038 $ 649,412.38 73.45 1-Nov-04 12.50 N 1CM 0.250
9273418 $ 274,726.23 68.75 1-Nov-04 12.00 N 1CM 0.250
9279332 $ 389,629.95 57.78 1-Nov-04 12.25 N 1CM 0.250
9291097 $ 534,492.36 59.44 1-Nov-04 12.25 N 1CM 0.250
9311176 $ 529,472.38 66.25 1-Nov-04 12.00 N 1CM 0.250
9313915 $ 649,337.29 57.52 1-Nov-04 11.88 N 1CM 0.250
9328563 $ 629,416.50 16.58 1-Nov-04 12.38 N 1CM 0.250
9334729 $ 557,012.65 62.00 1-Oct-04 12.63 N 1CM 0.250
9334778 $ 381,654.67 74.90 1-Nov-04 12.50 N 1CM 0.250
9335794 $ 315,427.11 60.19 1-Oct-04 12.50 N 1CM 0.250
9336361 $ 649,368.24 54.85 1-Nov-04 12.13 N 1CM 0.250
9336650 $ 311,677.90 80.00 1-Nov-04 12.50 N 1CM 0.250
9338166 $ 370,914.38 75.00 1-Nov-04 12.50 N 1CM 0.250
9339335 $ 476,647.31 68.16 1-Nov-04 12.25 N 1CM 0.250
9339436 $ 344,688.11 71.88 1-Nov-04 12.50 N 1CM 0.250
9339446 $ 420,081.39 50.66 1-Nov-04 12.00 N 1CM 0.250
9339528 $ 747,140.46 63.83 1-Nov-04 12.50 N 1CM 0.250
9339531 $ 361,672.74 48.27 1-Nov-04 12.50 N 1CM 0.250
9339533 $ 479,566.07 78.69 1-Nov-04 12.50 N 1CM 0.250
9339584 $ 479,544.55 64.00 1-Nov-04 12.25 N 1CM 0.250
9339586 $ 449,583.21 66.67 1-Nov-04 12.38 N 1CM 0.250
9339840 $ 499,547.99 67.57 1-Nov-04 12.50 N 1CM 0.250
9339982 $ 499,502.24 41.67 1-Nov-04 12.00 N 1CM 0.250
9340325 $ 414,624.83 78.30 1-Nov-04 12.50 N 1CM 0.250
9342103 $ 649,412.38 74.71 1-Nov-04 12.50 N 1CM 0.250
9342369 $ 410,028.99 78.77 1-Nov-04 12.50 N 1CM 0.250
9343200 $ 829,149.75 67.24 1-Nov-04 12.50 N 1CM 0.250
9343221 $ 590,439.23 32.83 1-Nov-04 12.25 N 1CM 0.250
9343301 $ 599,430.69 50.00 1-Nov-04 12.25 N 1CM 0.250
9350976 $ 351,000.00 68.82 1-Dec-04 12.50 N 1CM 0.250
9351248 $ 609,407.11 67.78 1-Nov-04 12.13 N 1CM 0.250
9355640 $ 330,000.00 56.31 1-Dec-04 12.00 N 1CM 0.250
9356271 $ 368,500.00 69.92 1-Dec-04 12.25 N 1CM 0.250
9436275 $ 356,000.00 59.33 1-Dec-04 11.50 N 1CM 0.250
9444414 $ 404,000.00 50.50 1-Dec-04 12.13 N 1CM 0.250
9446163 $ 500,000.00 71.74 1-Dec-04 12.00 N 1CM 0.250
9459440 $ 399,592.18 54.05 1-Nov-04 11.88 N 1CM 0.250
$80,333,468.68
EXHIBIT F-2
[Schedule of Mortgage Loans in Group II]
WFMBS
WFMBS 2001-34 EXHIBIT F-2 Group II Loans
5/1 ARM LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- ------------------------- ----- ----- -------- -------- -------- ---------- ---------- -------- ---------
CURRENT
CURRENT NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY GROSS TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MARGIN MATURITY DATE
-------- ------------------------- ----- ----- -------- -------- -------- ---------- ---------- -------- ---------
2109347 POTOMAC MD 20854 SFD 6.750 6.500 $ 6,485.98 2.750 360 1-Oct-31
2186139 XXXXXXXXXX XX 00000 SFD 6.125 5.875 $ 2,880.07 2.750 360 1-Oct-31
3806624 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 3,106.78 2.750 360 1-Nov-31
4232318 XXXXX XX 00000 SFD 6.875 6.625 $ 4,270.04 2.750 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.875 6.625 $ 2,506.19 2.750 360 1-Oct-31
4234119 XXXXX XXXX XX 00000 SFD 7.000 6.750 $ 3,583.99 2.750 360 1-Oct-31
4235435 XXXXXXX XX 00000 SFD 6.625 6.375 $ 4,725.50 2.750 360 1-Oct-31
4235448 XXXXXX XX 00000 SFD 6.875 6.625 $ 3,613.11 2.750 360 1-Nov-31
4235523 XXXXXX XXXX XX 00000 SFD 6.625 6.375 $ 3,220.77 2.750 360 1-Nov-31
4235707 XXXXXXXX XXXX XX 00000 SFD 6.875 6.625 $ 2,985.09 2.750 360 1-Nov-31
4236821 XXXXXXXXXXXXX XX 00000 SFD 6.750 6.500 $ 4,804.82 2.750 360 1-Oct-31
4236833 XXXXX XXXXXX XX 00000 SFD 6.500 6.250 $ 4,494.01 2.750 360 1-Nov-31
4236838 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 2,691.69 2.750 360 1-Dec-31
4236847 XXXXXXX XX 00000 SFD 6.875 6.625 $ 2,772.24 2.750 000 0-Xxx-00
0000000 XXXX XX 00000 SFD 6.875 6.625 $ 2,338.67 2.750 360 1-Oct-31
4237997 XXXX XXXXX XX 00000 SFD 7.250 7.000 $ 2,287.34 2.750 360 1-Aug-31
4247496 XXXXXXX XX 00000 SFD 6.750 6.500 $ 2,620.34 2.750 360 1-Nov-31
4255348 XXXXXXX XX 00000 SFD 5.250 5.000 $ 2,135.93 2.750 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 5.875 5.625 $ 3,785.37 2.750 360 1-Dec-31
4261047 XXXXXX XX 00000 SFD 5.750 5.500 $ 2,430.59 2.750 360 1-Dec-31
4269512 XXXXXXX XX 00000 HCO 6.500 6.250 $ 3,318.36 2.750 360 1-Nov-31
4270009 XXXXXX XX 00000 SFD 7.000 6.750 $ 1,581.71 2.750 360 1-Sep-31
4275305 XXXXXX XXXXX XX 00000 SFD 7.000 6.750 $ 3,276.62 2.750 360 1-Sep-31
4292003 XXX XXXX XX 00000 COP 6.500 6.250 $ 891.22 2.750 360 1-Dec-31
4295059 XXXXXXXX XX 00000 HCO 6.375 6.125 $ 2,277.13 2.750 360 1-Dec-31
4295519 XXXXXXX XX 00000 HCO 6.250 6.000 $ 2,001.09 2.750 360 1-Dec-31
4300131 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 1,959.36 2.750 360 1-Sep-31
4301361 XXXXXX XXXXXX XX 00000 SFD 6.250 6.000 $ 2,968.75 2.750 360 1-Dec-31
4303329 XXXXXX XX 00000 SFD 4.375 4.125 $ 765.62 2.750 360 1-Dec-31
4306373 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,484.03 2.750 360 1-Nov-31
4306567 XXXXXXXXX XX 00000 SFD 5.375 5.125 $ 2,322.77 2.750 360 1-Nov-31
4310774 XXXX XXXX XX 00000 SFD 6.625 6.375 $ 3,873.89 2.750 360 1-Dec-31
4314633 XXXX XXXXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,407.57 2.750 360 1-Oct-31
4317063 XXXXXXX XX 00000 SFD 6.875 6.625 $ 2,167.87 2.750 360 1-Nov-31
4321692 XXXXXXXX XXXXX XX 00000 SFD 6.000 5.750 $ 2,727.96 2.750 360 1-Dec-31
4326737 XXXXXX XX 00000 HCO 6.750 6.500 $ 2,159.83 2.750 360 1-Nov-31
4327314 XXXX XXXXXX XX 00000 PUD 6.750 6.500 $ 2,776.00 2.750 360 1-Oct-31
4328218 XXXXXXXXXX XX 00000 SFD 6.125 5.875 $ 2,673.49 2.750 360 1-Dec-31
4328494 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 3,457.03 2.750 360 1-Nov-31
4328997 XXXXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,401.30 2.750 360 1-Nov-31
4329237 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,487.61 2.750 360 1-Dec-31
4329597 XXXXXX XXXXXX XX 00000 SFD 6.625 6.375 $ 2,785.36 2.750 360 1-Dec-31
4329797 XXXXXXX XX 00000 SFD 6.500 6.250 $ 2,329.81 2.750 360 1-Dec-31
4330013 XXXXXXXX XX 00000 SFD 6.875 6.625 $ 5,780.98 2.750 360 1-Dec-31
4333445 XXXXXX XXXXX XX 00000 SFD 6.500 6.250 $ 2,288.09 2.750 360 1-Nov-31
4335423 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 3,265.59 2.750 360 1-Nov-31
4336128 XXXXXX XX 00000 SFD 5.750 5.500 $ 2,264.27 2.750 360 1-Dec-31
4338535 XXX XXXXXX XX 00000 SFD 6.875 6.625 $ 2,575.17 2.750 360 1-Nov-31
4339592 XXXXXXX XX 00000 PUD 6.750 6.500 $ 2,114.43 2.750 360 1-Dec-31
4340486 XXX XX 00000 SFD 6.625 6.375 $ 4,030.21 2.750 360 1-Oct-31
4341701 XXX XXXXXX XX 00000 SFD 6.375 6.125 $ 3,056.97 2.750 360 1-Dec-31
4341734 XXXXX XXXX XX 00000 SFD 6.625 6.375 $ 1,322.25 2.750 360 1-Nov-31
4341809 XXXXXX XXXXX XX 00000 SFD 6.250 6.000 $ 3,940.59 2.750 360 1-Nov-31
4342057 XXXXXXXXXXX XX 00000 LCO 6.375 6.125 $ 2,008.87 2.750 360 1-Dec-31
4342420 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,572.52 2.750 360 1-Dec-31
4342453 XXXXX XXXX XX 00000 SFD 6.750 6.500 $ 6,375.72 2.750 360 1-Dec-31
4343487 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 1,582.58 2.750 360 1-Dec-31
4343658 XXXXXXXXXXX XX 00000 MF2 6.750 6.500 $ 2,814.92 2.750 360 1-Dec-31
4346142 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,792.41 2.750 360 1-Dec-31
4347336 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,133.89 2.750 360 1-Nov-31
4347469 XXXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,117.43 2.750 360 1-Dec-31
4347730 XXXXXX XX 00000 SFD 6.625 6.375 $ 3,713.80 2.750 000 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.250 6.000 $ 3,694.00 2.750 360 1-Nov-31
4349207 XXXXXX XXXXX XX 00000 SFD 5.875 5.625 $ 2,957.40 2.750 360 1-Nov-31
4349801 XXXXXXXXXX XXXXX XX 00000 SFD 6.000 5.750 $ 3,084.69 2.750 360 1-Dec-31
4349820 XXXXXXX XX 00000 SFD 6.375 6.125 $ 5,312.50 2.750 360 1-Dec-31
4352691 XXXXXX XXXX XXXXXX XX 00000 SFD 6.375 6.125 $ 2,975.00 2.750 360 1-Nov-31
4353083 XXX XXXXX XX 00000 SFD 6.375 6.125 $ 2,235.95 2.750 360 1-Oct-31
4353451 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,394.21 2.750 360 1-Dec-31
4353581 XXXXXX XX 00000 SFD 6.375 6.125 $ 3,123.75 2.750 360 1-Dec-31
4354251 XXXXXXX XXXXX XX 00000 SFD 6.750 6.500 $ 2,082.00 2.750 360 1-Dec-31
4354604 XXXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,063.08 2.750 360 1-Dec-31
4354628 XXXXXXX XX 00000 SFD 6.500 6.250 $ 3,476.38 2.750 360 1-Nov-31
4354754 XXX XXXX XX 00000 SFD 6.750 6.500 $ 5,480.66 2.750 360 1-Dec-31
4354879 XXXXXXXXX XX 00000 SFD 5.250 5.000 $ 2,338.59 2.750 360 1-Dec-31
4355287 XXXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,844.31 2.750 360 1-Dec-31
4355573 XXXXXX XX 00000 SFD 6.750 6.500 $ 2,600.88 2.750 360 1-Nov-31
4356546 XXXXXX XX 00000 SFD 6.250 6.000 $ 2,819.99 2.750 360 1-Dec-31
4356596 XXX XXXX XX 00000 SFD 6.625 6.375 $ 3,380.85 2.750 360 1-Dec-31
4356706 XXXXXXX XXXXXX XX 00000 SFD 6.750 6.500 $ 3,150.00 2.750 360 1-Nov-31
4357006 XXXXXX XXXX XXXXXX XX 00000 SFD 6.375 6.125 $ 2,358.23 2.750 360 1-Nov-31
4357873 XXXXXXX XXXXXX XX 00000 SFD 6.500 6.250 $ 2,898.04 2.750 360 1-Nov-31
4357993 XXXXXX XX 00000 SFD 5.375 5.125 $ 2,867.06 2.750 360 1-Dec-31
4358319 XXXXXXXXX XX 00000 SFD 6.750 6.500 $ 3,372.72 2.750 360 1-Dec-31
4358841 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 2,075.52 2.750 360 1-Dec-31
4359043 FALLS XXXXXX XX 00000 SFD 6.500 6.250 $ 2,370.26 2.750 360 1-Nov-31
4359628 XXXXXXX XXXXX XX 00000 HCO 6.250 6.000 $ 3,109.38 2.750 360 1-Dec-31
4360023 XXXXXXX XX 00000 LCO 6.500 6.250 $ 2,307.05 2.750 360 1-Nov-31
4361203 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,792.41 2.750 360 1-Dec-31
4361420 XXXX XXXXX XX 00000 SFD 6.750 6.500 $ 3,988.88 2.750 360 1-Nov-31
4361540 XXXXXXXXX XXXXX XX 00000 SFD 6.375 6.125 $ 1,697.34 2.750 360 1-Dec-31
4362104 XXXXXXXX XX 00000 HCO 6.750 6.500 $ 2,412.27 2.750 360 1-Dec-31
4362394 XXXXXXXX XXXX XX 00000 SFD 6.750 6.500 $ 2,868.75 2.750 360 1-Dec-31
4363586 XXX XXXX XX 00000 LCO 6.500 6.250 $ 2,047.91 2.750 360 1-Dec-31
4363805 XXXXXXXXX XX 00000 SFD 6.375 6.125 $ 3,743.22 2.750 360 1-Nov-31
4364244 XXXXXXXXXXX XX 00000 SFD 5.500 5.250 $ 2,869.83 2.750 360 1-Dec-31
4364444 XXX XXXXXXX XX 00000 SFD 6.875 6.625 $ 6,050.32 2.750 360 1-Nov-31
4365281 XXX XXXX XX 00000 SFD 6.750 6.500 $ 2,370.63 2.750 360 1-Nov-31
4365399 XXXXX XXXXX XX 00000 SFD 6.500 6.250 $ 2,250.17 2.750 360 1-Dec-31
4365564 XXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,160.35 2.750 360 1-Dec-31
4365630 XXXXXX XX 00000 SFD 4.875 4.625 $ 2,312.64 2.750 360 1-Dec-31
4366608 XXXXXXX XX 00000 SFD 6.125 5.875 $ 1,337.29 2.750 000 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 6.875 6.625 $ 2,003.63 2.750 360 1-Oct-31
4368393 XXXXXXXXX XX 00000 SFD 6.375 6.125 $ 6,238.70 2.750 360 1-Dec-31
4368442 XXXXXXXXXXXX XX 00000 SFD 7.000 6.750 $ 4,021.75 2.750 360 1-Nov-31
4368605 XXXXXX XXXXX XX 00000 SFD 6.750 6.500 $ 2,069.03 2.750 360 1-Dec-31
4369242 XXXXXX XX 00000 SFD 6.750 6.500 $ 2,122.54 2.750 360 1-Dec-31
4369515 XXX XXXXX XX 00000 SFD 6.750 6.500 $ 4,040.77 2.750 360 1-Dec-31
4370108 XXX XXXXX XX 00000 SFD 6.375 6.125 $ 3,693.31 2.750 360 1-Dec-31
4371145 XXX XXXXXX XX 00000 SFD 6.625 6.375 $ 2,000.33 2.750 360 1-Nov-31
4371830 XXXXXXXXX XX 00000 SFD 6.125 5.875 $ 2,362.39 2.750 360 1-Dec-31
4371833 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 3,625.66 2.750 360 1-Nov-31
4372244 XXXXXX XXXXX XX 00000 SFD 6.625 6.375 $ 2,042.71 2.750 360 1-Dec-31
4372269 XXXXXXX XX 00000 SFD 6.500 6.250 $ 3,250.00 2.750 360 1-Oct-31
4372594 XXXXXXXXX XX 00000 SFD 6.875 6.625 $ 1,708.02 2.750 360 1-Nov-31
4372685 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 4,196.43 2.750 360 1-Dec-31
4372770 XXXX XX 00000 SFD 6.625 6.375 $ 2,702.12 2.750 360 1-Dec-31
4373181 XXXXXX XX 00000 LCO 6.375 6.125 $ 1,684.06 2.750 360 1-Dec-31
4373280 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 3,201.56 2.750 360 1-Dec-31
4373521 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,038.42 2.750 360 1-Nov-31
4373581 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 3,080.85 2.750 360 1-Dec-31
4373831 XXXXXXX XX 00000 SFD 6.875 6.625 $ 3,915.30 2.750 360 1-Nov-31
4373918 XXXXXXXXXX XX 00000 SFD 6.250 6.000 $ 1,976.46 2.750 360 1-Dec-31
4374507 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,610.45 2.750 360 1-Nov-31
4374853 MIAMI XXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,296.58 2.750 360 1-Dec-31
4376022 XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,119.43 2.750 360 1-Dec-31
4376221 XXXXXX XXXXX XX 00000 SFD 6.625 6.375 $ 2,926.04 2.750 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.750 6.500 $ 2,834.38 2.750 360 1-Dec-31
4377590 XXX XXXXX XX 00000 SFD 6.125 5.875 $ 3,098.82 2.750 360 1-Dec-31
4377902 XXXXXXX XXXXX XX 00000 SFD 6.625 6.375 $ 2,826.67 2.750 360 1-Dec-31
4379085 XXXXXXX XX 00000 SFD 6.250 6.000 $ 3,078.59 2.750 360 1-Dec-31
4379139 XXXXXXXXX XX 00000 SFD 6.000 5.750 $ 2,973.78 2.750 360 1-Dec-31
4379379 XXX XXXXX XX 00000 SFD 6.875 6.625 $ 3,363.48 2.750 360 1-Dec-31
4379986 XXXXXXXXXX XXXX XX 00000 SFD 6.625 6.375 $ 3,927.99 2.750 360 1-Dec-31
4380378 XXXXXXX XXXXXX XX 00000 SFD 6.500 6.250 $ 2,875.91 2.750 360 1-Dec-31
4380538 XXXXXXX XXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,832.30 2.750 360 1-Dec-31
4381557 XXXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,021.34 2.750 360 1-Dec-31
4381738 XX XXXXX XX 00000 LCO 6.500 6.250 $ 1,978.38 2.750 360 1-Dec-31
4382034 XXXXX XX 00000 SFD 6.250 6.000 $ 3,940.60 2.750 360 1-Nov-31
4382748 XXXXXXXXX XX 00000 SFD 6.125 5.875 $ 2,236.01 2.750 360 1-Dec-31
4383257 XXX XXXXX XX 00000 SFD 6.625 6.375 $ 2,346.74 2.750 360 1-Dec-31
4383312 XXX XXXXXXXXX XX 00000 LCO 6.375 6.125 $ 2,284.38 2.750 360 1-Dec-31
4383347 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,241.09 2.750 360 1-Dec-31
4384871 XXXXXXX XXXXX XX 00000 LCO 6.625 6.375 $ 2,305.12 2.750 360 1-Nov-31
4384974 XXXXXX XX 00000 SFD 6.500 6.250 $ 2,405.02 2.750 360 1-Dec-31
4385433 XXX XXXX XX 00000 SFD 6.375 6.125 $ 2,620.26 2.750 360 1-Dec-31
4385904 XXXX XXXXXX XX 00000 SFD 6.375 6.125 $ 3,119.35 2.750 360 1-Dec-31
4386865 XXXX XXXX XXXXX XX 00000 SFD 5.500 5.250 $ 2,555.06 2.750 360 1-Dec-31
4387044 XXXXXXXXXX XX 00000 SFD 6.875 6.625 $ 3,153.26 2.750 360 1-Dec-31
4387184 XXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,293.08 2.750 360 1-Dec-31
4387419 XXXXXXX XX 00000 SFD 6.250 6.000 $ 2,155.01 2.750 360 1-Nov-31
4387499 XXXXX XX 00000 SFD 6.500 6.250 $ 4,032.60 2.750 360 1-Dec-31
4387567 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,586.02 2.750 360 1-Dec-31
4387715 XXX XXXXX XX 00000 SFD 6.375 6.125 $ 4,329.66 2.750 360 1-Dec-31
4387943 POTOMAC MD 20854 SFD 6.375 6.125 $ 2,433.10 2.750 360 1-Dec-31
4387991 SAN JUAN XXXXXXXXXX XX 00000 SFD 6.375 6.125 $ 3,446.89 2.750 360 1-Dec-31
4388041 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 3,017.02 2.750 360 1-Dec-31
4388119 XXX XXXX XX 00000 SFD 6.375 6.125 $ 3,387.62 2.750 360 1-Dec-31
4388272 XXXXXXXXX XXXXX XX 00000 LCO 6.750 6.500 $ 3,230.02 2.750 360 1-Dec-31
4388291 XXXX XXXX XX 00000 MF2 6.625 6.375 $ 3,182.35 2.750 360 1-Dec-31
4388695 XXXXXX XX 00000 SFD 6.625 6.375 $ 6,345.49 2.750 360 1-Dec-31
4389593 XXXXXXX XX 00000 SFD 6.375 6.125 $ 6,076.17 2.750 360 1-Dec-31
4389972 XXXXXXX XX 00000 SFD 6.250 6.000 $ 2,139.62 2.750 360 1-Dec-31
4390491 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,322.85 2.750 360 1-Dec-31
4390645 ASSONET MA 02702 SFD 6.500 6.250 $ 2,528.28 2.750 360 1-Nov-31
4390775 XXXXXX XX 00000 SFD 6.625 6.375 $ 3,954.56 2.750 360 1-Sep-31
4390871 XXX XXXXXXXXX XX 00000 LCO 6.625 6.375 $ 2,463.40 2.750 360 1-Dec-31
4390901 XXXXXXX XXXXX XX 00000 SFD 6.375 6.125 $ 2,745.03 2.750 360 1-Dec-31
4391044 XXX XXXXXXXXX XX 00000 LCO 6.375 6.125 $ 2,876.05 2.750 360 1-Dec-31
4391213 XXX XXXXXXX XX 00000 LCO 6.375 6.125 $ 6,004.75 2.750 360 1-Dec-31
4391251 XXX XXXX XX 00000 SFD 6.500 6.250 $ 3,160.35 2.750 360 1-Dec-31
4392000 XXX XXXX XX 00000 HCO 6.375 6.125 $ 2,245.94 2.750 360 1-Dec-31
4392417 XXXXXXXX XXXX XX 00000 SFD 6.250 6.000 $ 2,462.87 2.750 360 1-Dec-31
4392645 XXXXXXXXXXX XX 00000 LCO 5.500 5.250 $ 1,726.08 2.750 360 1-Dec-31
4392864 XXXXX XX 00000 SFD 6.375 6.125 $ 871.25 2.750 360 1-Nov-31
4393224 XXXXXXX XX 00000 SFD 6.000 5.750 $ 2,278.29 2.750 360 1-Dec-31
4393258 XXXXXX XX 00000 SFD 6.750 6.500 $ 3,113.28 2.750 360 1-Dec-31
4393890 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 1,929.05 2.750 360 1-Nov-31
4393932 XXXXXXX XXXXX XXXXXX XX 00000 SFD 6.625 6.375 $ 2,615.68 2.750 360 1-Nov-31
4393936 XXX XXXXXXXXX XX 00000 SFD 6.375 6.125 $ 4,491.87 2.750 360 1-Dec-31
4394098 XXXXXXXXXX XX 00000 LCO 6.875 6.625 $ 3,279.39 2.750 360 1-Dec-31
4394484 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 4,045.24 2.750 360 1-Dec-31
4395526 XXXXXXXXX XX 00000 PUD 6.500 6.250 $ 2,319.69 2.750 360 1-Dec-31
4396065 XXXXX XX 00000 SFD 6.625 6.375 $ 2,407.57 2.750 360 1-Nov-31
4396366 XXXXXXX XX 00000 SFD 6.250 6.000 $ 2,462.87 2.750 360 1-Nov-31
4396746 XXX XXXX XX 00000 SFD 6.125 5.875 $ 2,594.50 2.750 360 1-Dec-31
4397450 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,247.00 2.750 360 1-Nov-31
4397586 XXX XXXXX XX 00000 SFD 6.750 6.500 $ 2,756.55 2.750 360 1-Dec-31
4397637 XXXXXXX XXXXX XX 00000 LCO 6.500 6.250 $ 2,528.28 2.750 360 1-Nov-31
4398563 XXX XXXXX XX 00000 SFD 6.375 6.125 $ 5,712.78 2.750 360 1-Dec-31
4398871 XXX XXXX XX 00000 SFD 6.625 6.375 $ 4,162.03 2.750 360 1-Dec-31
4399138 XXXX XXXX XX 00000 SFD 6.625 6.375 $ 3,739.42 2.750 360 1-Dec-31
4399744 XXXXXX XX 00000 SFD 6.250 6.000 $ 2,750.00 2.750 360 1-Dec-31
4401425 XXXXX XXXXX XX 00000 SFD 6.500 6.250 $ 2,275.45 2.750 360 1-Dec-31
4402427 COMUS MD 20734 SFD 6.250 6.000 $ 4,427.08 2.750 360 1-Dec-31
4403423 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 4,215.89 2.750 360 1-Dec-31
4403855 XXX XXXXXXXXX XX 00000 LCO 6.625 6.375 $ 3,944.32 2.750 360 1-Dec-31
4405997 XXXXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 2,881.67 2.750 360 1-Dec-31
4406705 XXXXXXX XX 00000 SFD 6.375 6.125 $ 3,907.93 2.750 360 1-Dec-31
4406723 XXXXXX XX 00000 SFD 6.500 6.250 $ 2,768.46 2.750 360 1-Dec-31
4407633 XXXX XXXX XX 00000 SFD 6.625 6.375 $ 2,990.26 2.750 360 1-Dec-31
4407743 XXXXXXX XXXXXXXX XX 00000 SFD 6.625 6.375 $ 1,997.78 2.750 360 1-Dec-31
4409063 XXX XXXXXX XX 00000 LCO 6.500 6.250 $ 2,048.54 2.750 360 1-Dec-31
4409217 XXXX XXXX XX 00000 SFD 6.125 5.875 $ 2,977.30 2.750 360 1-Dec-31
4409222 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,370.52 2.750 360 1-Dec-31
4409369 XXX XXXX XX 00000 SFD 6.625 6.375 $ 1,984.97 2.750 360 1-Dec-31
0000000 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,528.28 2.750 360 1-Dec-31
4410110 XXXXXX XX 00000 SFD 6.750 6.500 $ 2,513.32 2.750 360 1-Dec-31
4412449 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,241.09 2.750 360 1-Dec-31
4413015 XXX XXXX XX 00000 SFD 6.375 6.125 $ 3,044.49 2.750 360 1-Dec-31
4413398 XXXXX XXXX XX 00000 SFD 6.250 6.000 $ 4,002.17 2.750 360 1-Dec-31
4413726 XXX XXXXX XX 00000 SFD 6.500 6.250 $ 3,381.57 2.750 000 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.625 6.375 $ 4,786.33 2.750 000 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.375 6.125 $ 2,607.78 2.750 360 1-Dec-31
4415531 XXX XXXXXX XX 00000 LCO 6.500 6.250 $ 2,207.88 2.750 360 1-Dec-31
4415954 XXX XXXXXXXXX XX 00000 MF2 6.625 6.375 $ 2,622.07 2.750 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.625 6.375 $ 1,956.80 2.750 360 1-Dec-31
4416427 XXXXXXXX XX 00000 SFD 6.250 6.000 $ 3,694.31 2.750 360 1-Dec-31
4416507 XXXXXXX XXXX XX 00000 SFD 6.625 6.375 $ 4,930.40 2.750 360 1-Dec-31
4416725 XXXXXX XX 00000 SFD 6.500 6.250 $ 3,567.71 2.750 360 1-Nov-31
4417303 XXXXXXXXXXXX XX 00000 SFD 5.625 5.375 $ 1,931.91 2.750 360 1-Dec-31
4417823 XXXX XXXX XX 00000 SFD 6.375 6.125 $ 2,108.69 2.750 360 1-Dec-31
4418253 XXXXXXX XXX XX 00000 LCO 6.250 6.000 $ 2,019.56 2.750 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.750 6.500 $ 4,215.89 2.750 360 1-Dec-31
4418475 XXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,152.35 2.750 360 1-Dec-31
4419440 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,654.69 2.750 360 1-Nov-31
4421134 XXXXXX XX 00000 SFD 6.625 6.375 $ 2,369.16 2.750 360 1-Dec-31
4421653 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,282.07 2.750 360 1-Dec-31
4421674 XXX XXXX XX 00000 SFD 6.250 6.000 $ 3,817.45 2.750 360 1-Dec-31
4421999 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,279.51 2.750 360 1-Dec-31
4423945 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 3,312.50 2.750 360 1-Dec-31
4424345 XXX XXXXXXX XX 00000 SFD 6.375 6.125 $ 3,381.38 2.750 360 1-Dec-31
4424512 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,033.93 2.750 360 1-Dec-31
4425022 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,462.87 2.750 360 1-Dec-31
4425038 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 6,157.18 2.750 360 1-Dec-31
4425582 XXXXXX XX 00000 SFD 6.375 6.125 $ 2,605.29 2.750 360 1-Dec-31
4425755 XXXXXX XX 00000 SFD 6.625 6.375 $ 2,894.21 2.750 360 1-Nov-31
4429074 XXXXX XXXX XX 00000 SFD 6.500 6.250 $ 2,674.92 2.750 360 1-Dec-31
4429428 XXXX XXXX XX 00000 SFD 6.500 6.250 $ 2,348.77 2.750 360 1-Dec-31
4429442 XXX XXXXX XX 00000 SFD 6.250 6.000 $ 2,930.82 2.750 360 1-Dec-31
4429983 XXXX XXXXX XX 00000 SFD 6.875 6.625 $ 2,429.17 2.750 360 1-Dec-31
4430582 XXXXXXX XXXX XX 00000 SFD 6.375 6.125 $ 3,843.04 2.750 360 1-Dec-31
4431123 XX XXXXXXX XX 00000 SFD 6.125 5.875 $ 3,036.98 2.750 360 1-Dec-31
4435132 XXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,183.55 2.750 360 1-Dec-31
4436182 XXX XXXXX XX 00000 SFD 6.250 6.000 $ 2,816.91 2.750 360 1-Dec-31
4445281 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,149.04 2.750 360 1-Dec-31
4731006 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 5,846.63 2.750 360 1-Oct-31
4756250 XXX XXXX XX 00000 HCO 6.125 5.875 $ 2,615.16 2.750 360 1-Nov-31
4800629 XXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,216.58 2.750 360 1-Nov-31
4926523 XXXXX XX 00000 SFD 6.625 6.375 $ 2,625.27 2.750 360 1-Nov-31
5950424 XXXXXXXXX XX 00000 SFD 5.625 5.375 $ 1,888.16 2.750 360 1-Dec-31
6034303 XXXXXXXXX XX 00000 SFD 5.000 4.750 $ 1,864.80 2.750 360 1-Dec-31
6219584 XXXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,563.67 2.750 360 1-Nov-31
8244585 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,257.12 2.750 360 1-Oct-31
8557064 XXX XXXXX XX 00000 SFD 7.000 6.750 $ 2,056.98 2.750 360 1-Jul-31
8708384 XXXXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,114.92 2.750 360 1-Nov-31
8727514 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 2,957.61 2.750 360 1-Oct-31
8815085 XXXXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,891.96 2.750 360 1-Jul-31
8835149 XXXXXXXXXX XX 00000 SFD 7.000 6.750 $ 2,128.97 2.750 360 1-Jul-31
8842501 XXX XXXXX XX 00000 LCO 7.375 7.125 $ 4,489.39 2.750 360 1-Sep-31
8860890 XXXXXX XXXXXX XX 00000 SFD 6.375 6.125 $ 2,526.67 2.750 360 1-Oct-31
8867472 XXX XXXXXXXXX XX 00000 LCO 6.875 6.625 $ 2,949.61 2.750 360 1-Oct-31
8906433 XXX XXXX XX 00000 HCO 6.625 6.375 $ 2,977.45 2.750 360 1-Nov-31
8911006 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 1,884.09 2.750 360 1-Nov-31
8924091 XXXXXXX XXXXX XX 00000 SFD 6.250 6.000 $ 5,333.65 2.750 360 1-Nov-31
8925859 XXXXXX XXXXXXX XX 00000 SFD 6.875 6.625 $ 2,337.50 2.750 360 1-Sep-31
9156894 XXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,792.41 2.750 360 1-Nov-31
9167586 XXX XXXXX XX 00000 SFD 6.500 6.250 $ 2,365.83 2.750 360 1-Dec-31
9167800 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,528.28 2.750 360 1-Dec-31
9189173 XXXXXX XXXXXX XX 00000 SFD 6.625 6.375 $ 4,568.62 2.750 360 1-Nov-31
9190752 XXXXXX XX 00000 SFD 6.750 6.500 $ 3,178.13 2.750 360 1-Nov-31
9198292 XXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,789.95 2.750 360 1-Dec-31
9199563 XXX XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 3,713.81 2.750 360 1-Nov-31
9199748 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 2,918.70 2.750 360 1-Nov-31
9202170 XXXXXX XX 00000 SFD 6.750 6.500 $ 5,882.79 2.750 360 1-Dec-31
9202680 XXXXXXX XXXXX XX 00000 SFD 6.750 6.500 $ 2,928.42 2.750 360 1-Nov-31
9202896 XXX XXXX XX 00000 SFD 6.375 6.125 $ 3,119.35 2.750 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.875 6.625 $ 4,076.25 2.750 360 1-Nov-31
9267089 XXXXX XXX XX 00000 SFD 6.625 6.375 $ 2,791.76 2.750 360 1-Dec-31
9268046 XXX XXXX XX 00000 SFD 6.625 6.375 $ 3,041.48 2.750 360 1-Nov-31
9268780 XXXX XX XXXX XX 00000 SFD 6.250 6.000 $ 3,911.04 2.750 360 1-Dec-31
9269371 XXXXXX XX 00000 SFD 6.625 6.375 $ 2,689.31 2.750 360 1-Nov-31
9269382 XXXXXX XXXXX XX 00000 SFD 6.750 6.500 $ 2,860.32 2.750 360 1-Dec-31
9273350 XXXXXXX XXXXX XX 00000 LCO 6.625 6.375 $ 2,567.65 2.750 360 1-Dec-31
9278375 XXX XXXXX XX 00000 SFD 6.625 6.375 $ 2,425.18 2.750 360 0-Xxx-00
0000000 XXXXXXXXX XXX (XXXX) CA 91381 SFD 6.375 6.125 $ 3,090.66 2.750 360 1-Nov-31
9280520 XXXXXXX XXXXX XX 00000 SFD 6.375 6.125 $ 1,896.57 2.750 360 1-Nov-31
9284621 XXXXXXX XX 00000 SFD 6.375 6.125 $ 2,121.16 2.750 360 1-Dec-31
9287905 XXXX XXXX XX 00000 SFD 6.375 6.125 $ 3,718.27 2.750 360 1-Nov-31
0000000 XXXX XX XXXX XXXX XX 00000 SFD 6.375 6.125 $ 4,023.96 2.750 360 1-Dec-31
9293812 XXXXXX XX 00000 SFD 6.250 6.000 $ 1,921.04 2.750 360 1-Nov-31
9294877 XXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,465.20 2.750 360 1-Nov-31
9299074 XXXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,117.43 2.750 360 1-Nov-31
9305962 XXX XXXXX XX 00000 SFD 6.750 6.500 $ 4,215.89 2.750 360 1-Nov-31
9310384 XXX XXXXXXXXX XX 00000 LCO 6.750 6.500 $ 2,425.76 2.750 360 1-Dec-31
9313784 XXX XXXXXXXXX XX 00000 MF2 6.750 6.500 $ 4,451.01 2.750 360 1-Nov-31
9316159 XXXXXX XXXXX XX 00000 SFD 6.375 6.125 $ 4,055.16 2.750 360 1-Nov-31
9319971 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,401.17 2.750 360 1-Dec-31
9320524 XXXX XX 00000 SFD 6.750 6.500 $ 4,520.73 2.750 360 1-Dec-31
9323957 XXXXXXX XX 00000 SFD 6.750 6.500 $ 2,801.95 2.750 360 1-Dec-31
9325625 XXXXX XX 00000 SFD 6.875 6.625 $ 2,627.72 2.750 360 1-Oct-31
9326508 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,666.00 2.750 360 1-Nov-31
9328171 XXXXXXXX XX 00000 SFD 6.875 6.625 $ 2,929.91 2.750 360 1-Oct-31
9328469 XXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,210.36 2.750 360 1-Nov-31
9329136 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,241.09 2.750 360 1-Oct-31
9329266 XXXXXXX XX 00000 SFD 6.875 6.625 $ 3,061.29 2.750 360 1-Oct-31
9329700 XXXXXXX XX 00000 SFD 6.875 6.625 $ 3,085.60 2.750 360 1-Oct-31
9329847 XXX XXXXXXXXX XX 00000 LCO 6.750 6.500 $ 2,821.41 2.750 360 1-Nov-31
9329899 XXXXXXXXXX XX 00000 SFD 6.625 6.375 $ 4,715.25 2.750 360 1-Nov-31
9330026 XXX XXXX XX 00000 SFD 6.625 6.375 $ 4,712.69 2.750 360 1-Nov-31
9330141 XXXXXXX XXXXXX XX 00000 SFD 6.500 6.250 $ 6,194.27 2.750 360 1-Oct-31
9330164 XXXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,349.96 2.750 360 1-Oct-31
9330825 XXXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,081.34 2.750 360 1-Nov-31
9331199 XXXXXXXXX XX 00000 LCO 6.750 6.500 $ 1,997.69 2.750 360 1-Nov-31
9331246 XXX XXXX XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,010.66 2.750 360 1-Nov-31
9331320 XXXXXXX XX 00000 SFD 6.500 6.250 $ 2,185.06 2.750 360 1-Nov-31
9332318 XXXXXX XXXXX XX 00000 SFD 6.625 6.375 $ 2,708.52 2.750 360 1-Oct-31
9332443 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,831.67 2.750 360 1-Dec-31
9332583 XXXXXXX XX 00000 SFD 6.500 6.250 $ 2,907.52 2.750 360 1-Nov-31
9332634 XXXXXXX XXXXX XX 00000 SFD 6.875 6.625 $ 2,496.33 2.750 360 1-Nov-31
9332655 XXXXXXX XX 00000 SFD 6.250 6.000 $ 2,419.77 2.750 360 1-Oct-31
9332916 XXX XXXXX XX 00000 SFD 6.625 6.375 $ 4,065.97 2.750 360 1-Nov-31
9333656 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 4,866.37 2.750 360 1-Oct-31
9333665 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 4,048.40 2.750 360 1-Dec-31
9333997 XXXXXXX XX 00000 SFD 6.750 6.500 $ 2,536.02 2.750 360 1-Nov-31
9334050 XXX XXXX XX 00000 SFD 6.375 6.125 $ 2,994.58 2.750 360 1-Oct-31
9334509 XXX XXXXX XX 00000 SFD 6.500 6.250 $ 3,204.59 2.750 360 1-Dec-31
9334770 XXXXXX XX 00000 LCO 6.750 6.500 $ 2,255.02 2.750 360 1-Nov-31
9334928 XXXXXXX XX 00000 SFD 6.750 6.500 $ 2,023.63 2.750 360 1-Nov-31
9334948 XXXXXXX XX 00000 SFD 6.750 6.500 $ 4,215.89 2.750 360 1-Nov-31
9335006 XXX XXXXX XX 00000 SFD 6.750 6.500 $ 5,188.79 2.750 360 1-Nov-31
9335226 XXX XXXXXX XX 00000 SFD 6.625 6.375 $ 3,701.00 2.750 360 1-Nov-31
9336623 XXXXX XXXX XX 00000 SFD 6.500 6.250 $ 2,825.35 2.750 360 1-Nov-31
9336852 HALF XXXX XXX XX 00000 SFD 6.625 6.375 $ 2,087.42 2.750 360 1-Nov-31
9338018 XXX XXXXXXXXX XX 00000 LCO 6.375 6.125 $ 3,368.90 2.750 360 1-Nov-31
9338313 XXXXXX XXXXXX XX 00000 SFD 6.750 6.500 $ 3,697.01 2.750 360 1-Nov-31
9338368 XXXXX XXXX XX 00000 SFD 6.750 6.500 $ 2,748.44 2.750 360 1-Dec-31
9338436 XXXXXX XXXXX XX 00000 SFD 6.500 6.250 $ 2,085.83 2.750 360 1-Nov-31
9338548 XXXXXX XXXXXX XX 00000 SFD 6.500 6.250 $ 3,071.85 2.750 360 1-Dec-31
9338678 XXXXX XXXXX XX 00000 SFD 6.500 6.250 $ 3,634.40 2.750 360 1-Nov-31
9339295 XXXXXX XXXXX XX 00000 SFD 6.625 6.375 $ 2,666.90 2.750 360 1-Dec-31
9339317 XXX XXXXXXX XX 00000 SFD 6.250 6.000 $ 2,308.94 2.750 360 1-Nov-31
9339357 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 4,108.45 2.750 360 1-Nov-31
9339360 XXX XXXXXXXXX XX 00000 LCO 6.625 6.375 $ 3,765.03 2.750 360 1-Nov-31
9339501 XXX XXXX XX 00000 SFD 6.750 6.500 $ 2,827.89 2.750 360 1-Oct-31
9339541 XXX XXXX XXXXXXXX XX 00000 SFD 6.625 6.375 $ 4,434.16 2.750 360 1-Nov-31
9339666 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,968.96 2.750 360 1-Nov-31
9339691 XXX XXXX XX 00000 SFD 6.625 6.375 $ 3,355.23 2.750 360 1-Nov-31
9339740 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,016.98 2.750 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.750 6.500 $ 2,905.72 2.750 360 1-Nov-31
9340014 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,834.83 2.750 360 1-Nov-31
9341086 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 3,891.59 2.750 360 1-Nov-31
9341196 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 1,959.41 2.750 360 1-Nov-31
9341379 XXX XXXX XX 00000 SFD 6.625 6.375 $ 3,355.23 2.275 360 1-Oct-31
9342132 XXXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,512.02 2.750 360 1-Nov-31
9342275 XXXXXXXXX XXXXX XX 00000 SFD 6.750 6.500 $ 2,432.25 2.750 360 1-Nov-31
9343463 XXX XXXXX XX 00000 SFD 6.375 6.125 $ 3,618.45 2.750 360 1-Nov-31
9343741 XXXXXXXX XX 00000 SFD 6.375 6.125 $ 4,335.90 2.750 360 1-Nov-31
9343745 XXX XXXXXX XX 00000 SFD 6.500 6.250 $ 4,626.74 2.750 360 1-Nov-31
0000000 XXXX XX XXXX XXXX XX 00000 SFD 6.750 6.500 $ 3,327.31 2.750 360 1-Dec-31
9344781 XXX XXXXXXXX(XXXX XX 00000 SFD 6.375 6.125 $ 2,495.48 2.750 360 1-Dec-31
9345687 XXXXXX XXXX XX 00000 SFD 6.250 6.000 $ 4,285.40 2.750 360 1-Dec-31
9345874 XXX XXXXX XX 00000 SFD 6.375 6.125 $ 2,776.22 2.750 360 1-Dec-31
9346046 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,623.09 2.750 360 1-Dec-31
9346222 XXXXXXXXXX XX 00000 SFD 6.500 6.250 $ 6,320.68 2.750 360 1-Dec-31
9346713 XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,465.20 2.750 360 1-Dec-31
9347233 XXX XXXXX XX 00000 SFD 6.375 6.125 $ 2,963.39 2.750 360 1-Dec-31
9347576 XXXXXXXXXX XX 00000 SFD 6.250 6.000 $ 4,002.17 2.750 360 1-Dec-31
9347750 XXX XXXXXXX XX 00000 SFD 6.375 6.125 $ 2,414.38 2.750 000 0-Xxx-00
0000000 XXXXXXX(XXXX) XX 00000 SFD 6.250 6.000 $ 3,688.15 2.750 360 1-Dec-31
9348492 XXXXXXXX XXXX XX 00000 SFD 6.375 6.125 $ 6,082.74 2.750 360 1-Dec-31
9348511 XXXXXXXXX XX 00000 SFD 6.125 5.875 $ 3,827.95 2.750 360 1-Dec-31
9348895 XXXXXXX XX 00000 SFD 6.375 6.125 $ 2,183.55 2.750 360 1-Dec-31
9350221 XXX XXXXXXXXX XX 00000 LCO 6.375 6.125 $ 2,121.16 2.750 360 1-Dec-31
9350739 XXXX XX XXXX XX 00000 SFD 6.375 6.125 $ 6,113.93 2.750 360 1-Dec-31
9350959 XXXXX XXXXX XX 00000 SFD 6.500 6.250 $ 3,185.62 2.750 360 1-Dec-31
9351515 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,305.12 2.750 360 1-Dec-31
9352306 XXXXXX XX 00000 SFD 6.500 6.250 $ 3,615.43 2.750 360 1-Dec-31
9353233 XXX XXXXXXX XX 00000 SFD 6.375 6.125 $ 2,401.90 2.750 360 1-Dec-31
9353360 PARKER CO 80138 SFD 6.625 6.375 $ 2,225.72 2.750 360 1-Dec-31
9354299 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,265.84 2.750 360 1-Dec-31
9354641 XXXXXX XXXX XX 00000 SFD 6.625 6.375 $ 2,541.40 2.750 360 1-Nov-31
9354884 XXXXXXX XX 00000 SFD 6.625 6.375 $ 4,834.35 2.750 360 1-Dec-31
9355330 XXXXXXXXXX XX 00000 SFD 6.750 6.500 $ 1,969.80 2.750 360 1-Dec-31
9356026 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,128.74 2.750 360 1-Dec-31
9356229 XXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,317.93 2.750 360 1-Dec-31
9356534 XXXXXXX XXXXX XX 00000 SFD 6.625 6.375 $ 2,785.35 2.750 360 1-Dec-31
9356564 XXXXXX XXXXX(XXXX XX 00000 SFD 6.500 6.250 $ 2,079.51 2.750 360 1-Dec-31
9356905 XXXX XX XXXX (XXX XX 00000 SFD 6.375 6.125 $ 2,476.76 2.750 360 1-Dec-31
9357350 XXXXX XX 00000 SFD 6.375 6.125 $ 3,088.16 2.750 360 1-Dec-31
9357529 XXXXXXXX XXXXX XX 00000 SFD 6.625 6.375 $ 2,016.98 2.750 360 1-Dec-31
9357796 XXXXXXX XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,702.72 2.750 360 1-Dec-31
9358464 XXXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,261.47 2.750 360 1-Dec-31
9358465 XXXXXXX XXXXX XX 00000 SFD 6.750 6.500 $ 3,606.21 2.750 360 1-Nov-31
9358649 CORTE XXXXXX XX 00000 SFD 6.375 6.125 $ 5,078.30 2.750 360 1-Dec-31
9358890 XXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,672.21 2.750 360 1-Dec-31
9359712 XXXXXXXX XX 00000 SFD 5.875 5.625 $ 3,023.95 2.750 360 1-Dec-31
9359872 XXX XXXXX XX 00000 SFD 6.750 6.500 $ 3,204.08 2.750 360 1-Dec-31
9360024 XXXXXXXXX XX 00000 SFD 6.375 6.125 $ 1,965.19 2.750 360 1-Nov-31
9360674 XXXX XXXXX XX 00000 SFD 6.750 6.500 $ 3,009.50 2.750 360 1-Nov-31
9360825 XXXXXXXXX XX 00000 SFD 6.750 6.500 $ 3,178.13 2.750 360 1-Nov-31
9361278 XXXXXX XX 00000 SFD 6.750 6.500 $ 2,231.18 2.750 360 1-Dec-31
9362640 XXXX XXXXXX XX 00000 SFD 6.750 6.500 $ 2,153.35 2.750 360 1-Dec-31
9363309 XXXXXXXXXX XXXXX XX 00000 SFD 6.500 6.250 $ 2,882.23 2.750 360 1-Dec-31
9363657 XXX XXXXXXX XX 00000 SFD 6.750 6.500 $ 6,330.32 2.750 360 1-Nov-31
9435374 XXXXXX XXXXX XX 00000 SFD 6.375 6.125 $ 2,277.13 2.750 360 1-Dec-31
9439195 XXX XXXXX XX 00000 SFD 5.875 5.625 $ 1,962.73 2.750 360 1-Dec-31
9443898 XXXXXX XX 00000 SFD 6.500 6.250 $ 2,749.50 2.750 000 0-Xxx-00
0000000 XX XXXXXX XXXXXXX XX 00000 SFD 6.000 5.750 $ 5,995.51 2.750 360 1-Dec-31
9445431 XXXX XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,315.10 2.750 360 1-Dec-31
9445544 XXXXX XXX(XXXX) XX 00000 SFD 6.250 6.000 $ 2,875.40 2.750 360 1-Dec-31
0000000 XXXX XX XXXX(XXXX XX 00000 SFD 6.750 6.500 $ 4,215.89 2.750 360 1-Dec-31
9467992 XXXXX XXXXX XXX XX 00000 SFD 6.750 6.500 $ 3,547.84 2.750 360 1-Nov-31
9470116 XXXXXXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,177.31 2.750 360 1-Nov-31
COUNT: 414
WAC: 6.501121111
WAM: 359.4434253
WALTV: 64.43644619
WFMBS
WFMBS 2001-34 EXHIBIT F-2 Group II Loans (continued)
5/1 ARM LOANS
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
-------- --------------- ------ ---------- ------ ----------- ---------- ---------- -------
CUT-OFF
MORTGAGE DATE NEXT MORTGAGE
LOAN PRINCIPAL ADJUSTMENT LIFE CONVERTIBLE INSURANCE SERVICE
NUMBER BALANCE LTV DATE CAP LOANS CODE INDEX FEE
-------- --------------- ------ ---------- ------ ----------- ---------- ---------- -------
2109347 $ 998,273.20 79.68 1-Oct-06 11.75 N 1CM 0.250
2186139 $ 473,076.26 68.70 1-Oct-06 11.13 N 1CM 0.250
3806624 $ 478,587.60 79.17 1-Nov-06 11.75 N 1CM 0.250
4232318 $ 649,453.92 37.79 1-Nov-06 11.88 N 1CM 0.250
4232853 $ 380,857.14 70.00 1-Oct-06 11.88 N 1CM 0.250
4234119 $ 537,814.28 79.81 1-Oct-06 12.00 N 1CM 0.250
4235435 $ 736,694.15 54.67 1-Oct-06 11.63 N 1CM 0.250
4235448 $ 549,537.93 77.46 1-Nov-06 11.88 N 1CM 0.250
4235523 $ 502,556.21 50.30 1-Nov-06 11.63 N 1CM 0.250
4235707 $ 454,018.24 80.00 1-Nov-06 11.88 N 1CM 0.250
4236821 $ 739,520.77 49.39 1-Oct-06 11.75 N 1CM 0.250
4236833 $ 710,357.24 44.44 1-Nov-06 11.50 N 1CM 0.250
4236838 $ 415,000.00 71.55 1-Dec-06 11.75 N 1CM 0.250
4236847 $ 421,645.47 48.79 1-Nov-06 11.88 N 1CM 0.250
4236852 $ 355,400.11 79.64 1-Oct-06 11.88 N 1CM 0.250
4237997 $ 334,244.21 80.00 1-Aug-06 12.25 N 1CM 0.250
4247496 $ 403,652.16 80.00 1-Nov-06 11.75 N 1CM 0.250
4255348 $ 386,800.00 80.00 1-Dec-06 10.25 N 1CM 0.250
4258484 $ 639,920.00 80.00 1-Dec-06 10.88 N 1CM 0.250
4261047 $ 416,500.00 94.34 1-Dec-06 10.75 N 24 1CM 0.250
4269512 $ 524,525.39 75.27 1-Nov-06 11.50 N 1CM 0.250
4270009 $ 271,150.00 79.99 1-Sep-06 12.00 N 1CM 0.250
4275305 $ 491,281.81 79.44 1-Sep-06 12.00 N 1CM 0.250
4292003 $ 141,000.00 31.33 1-Dec-06 11.50 N 1CM 0.250
4295059 $ 365,000.00 64.60 1-Dec-06 11.38 N 1CM 0.250
4295519 $ 325,000.00 67.01 1-Dec-06 11.25 N 1CM 0.250
4300131 $ 305,164.60 80.00 1-Sep-06 11.63 N 1CM 0.250
4301361 $ 570,000.00 62.36 1-Dec-06 11.25 N 1CM 0.250
4303329 $ 210,000.00 91.30 1-Dec-06 9.38 N 11 1CM 0.250
4306373 $ 392,644.72 33.59 1-Nov-06 11.50 N 1CM 0.250
4306567 $ 414,335.19 80.00 1-Nov-06 10.38 N 1CM 0.250
4310774 $ 602,723.66 28.21 1-Dec-06 11.63 N 1CM 0.250
4314633 $ 375,334.69 80.00 1-Oct-06 11.63 N 1CM 0.250
4317063 $ 329,722.76 66.00 1-Nov-06 11.88 N 1CM 0.250
4321692 $ 455,000.00 70.00 1-Dec-06 11.00 N 1CM 0.250
4326737 $ 332,713.30 72.39 1-Nov-06 11.75 N 1CM 0.250
4327314 $ 427,260.93 51.88 1-Oct-06 11.75 N 1CM 0.250
4328218 $ 440,000.00 80.00 1-Dec-06 11.13 N 1CM 0.250
4328494 $ 532,541.10 60.91 1-Nov-06 11.75 N 1CM 0.250
4328997 $ 389,629.95 71.56 1-Nov-06 11.25 N 1CM 0.250
4329237 $ 388,500.00 79.29 1-Dec-06 11.63 N 1CM 0.250
4329597 $ 435,000.00 71.31 1-Dec-06 11.63 N 1CM 0.250
4329797 $ 368,600.00 78.43 1-Dec-06 11.50 N 1CM 0.250
4330013 $ 880,000.00 49.58 1-Dec-06 11.88 N 1CM 0.250
4333445 $ 361,672.75 46.71 1-Nov-06 11.50 N 1CM 0.250
4335423 $ 509,550.03 61.08 1-Nov-06 11.63 N 1CM 0.250
4336128 $ 388,000.00 80.00 1-Dec-06 10.75 N 1CM 0.250
4338535 $ 391,670.66 80.00 1-Nov-06 11.88 N 1CM 0.250
4339592 $ 326,000.00 72.28 1-Dec-06 11.75 N 1CM 0.250
4340486 $ 730,000.00 24.33 1-Oct-06 11.63 N 1CM 0.250
4341701 $ 490,000.00 70.00 1-Dec-06 11.38 N 1CM 0.250
4341734 $ 206,317.80 45.89 1-Nov-06 11.63 N 1CM 0.250
4341809 $ 639,392.74 71.11 1-Nov-06 11.25 N 1CM 0.250
4342057 $ 322,000.00 70.00 1-Dec-06 11.38 N 1CM 0.250
4342420 $ 407,000.00 54.27 1-Dec-06 11.50 N 1CM 0.250
4342453 $ 983,000.00 40.96 1-Dec-06 11.75 N 1CM 0.250
4343487 $ 244,000.00 58.80 1-Dec-06 11.75 N 1CM 0.250
4343658 $ 434,000.00 72.70 1-Dec-06 11.75 N 1CM 0.250
4346142 $ 600,000.00 51.06 1-Dec-06 11.50 N 1CM 0.250
4347336 $ 328,716.74 54.83 1-Nov-06 11.75 N 1CM 0.250
4347469 $ 335,000.00 72.83 1-Dec-06 11.50 N 1CM 0.250
4347730 $ 579,488.29 47.35 1-Nov-06 11.63 N 1CM 0.250
4348955 $ 599,380.74 73.61 1-Nov-06 11.25 N 1CM 0.250
4349207 $ 499,440.28 38.09 1-Nov-06 10.88 N 1CM 0.250
4349801 $ 514,500.00 70.00 1-Dec-06 11.00 N 1CM 0.250
4349820 $ 1,000,000.00 52.63 1-Dec-06 11.38 N 1CM 0.250
4352691 $ 560,000.00 70.00 1-Nov-06 11.38 N 1CM 0.250
4353083 $ 352,721.06 70.00 1-Oct-06 11.38 N 1CM 0.250
4353451 $ 537,000.00 59.67 1-Dec-06 11.50 N 1CM 0.250
4353581 $ 588,000.00 80.00 1-Dec-06 11.38 N 1CM 0.250
4354251 $ 321,000.00 36.69 1-Dec-06 11.75 N 1CM 0.250
4354604 $ 326,400.00 80.00 1-Dec-06 11.50 N 1CM 0.250
4354628 $ 549,502.79 62.15 1-Nov-06 11.50 N 1CM 0.250
4354754 $ 845,000.00 62.59 1-Dec-06 11.75 N 1CM 0.250
4354879 $ 423,500.00 70.00 1-Dec-06 10.25 N 1CM 0.250
4355287 $ 450,000.00 57.18 1-Dec-06 11.50 N 1CM 0.250
4355573 $ 400,654.75 77.20 1-Nov-06 11.75 N 1CM 0.250
4356546 $ 458,000.00 48.21 1-Dec-06 11.25 N 1CM 0.250
4356596 $ 528,000.00 80.00 1-Dec-06 11.63 N 1CM 0.250
4356706 $ 560,000.00 22.40 1-Nov-06 11.75 N 1CM 0.250
4357006 $ 377,649.90 90.00 1-Nov-06 11.38 N 13 1CM 0.250
4357873 $ 458,085.50 70.00 1-Nov-06 11.50 N 1CM 0.250
4357993 $ 512,000.00 80.00 1-Dec-06 10.38 N 1CM 0.250
4358319 $ 520,000.00 68.87 1-Dec-06 11.75 N 1CM 0.250
4358841 $ 320,000.00 53.33 1-Dec-06 11.75 N 1CM 0.250
4359043 $ 374,660.99 62.50 1-Nov-06 11.50 N 1CM 0.250
4359628 $ 505,000.00 54.01 1-Dec-06 11.25 N 1CM 0.250
4360023 $ 364,670.04 47.71 1-Nov-06 11.50 N 1CM 0.250
4361203 $ 600,000.00 69.93 1-Dec-06 11.50 N 1CM 0.250
4361420 $ 614,470.50 79.97 1-Nov-06 11.75 N 1CM 0.250
4361540 $ 319,500.00 71.00 1-Dec-06 11.38 N 1CM 0.250
4362104 $ 371,920.00 80.00 1-Dec-06 11.75 N 1CM 0.250
4362394 $ 510,000.00 77.27 1-Dec-06 11.75 N 1CM 0.250
4363586 $ 324,000.00 54.00 1-Dec-06 11.50 N 1CM 0.250
4363805 $ 599,444.28 60.61 1-Nov-06 11.38 N 1CM 0.250
4364244 $ 505,439.00 80.00 1-Dec-06 10.50 N 1CM 0.250
4364444 $ 920,226.24 69.51 1-Nov-06 11.88 N 1CM 0.250
4365281 $ 365,185.31 75.36 1-Nov-06 11.75 N 1CM 0.250
4365399 $ 356,000.00 80.00 1-Dec-06 11.50 N 1CM 0.250
4365564 $ 500,000.00 12.50 1-Dec-06 11.50 N 1CM 0.250
4365630 $ 437,000.00 69.70 1-Dec-06 9.88 N 1CM 0.250
4366608 $ 261,937.29 80.00 1-Nov-06 11.13 N 1CM 0.250
4367322 $ 304,486.07 64.89 1-Oct-06 11.88 N 1CM 0.250
4368393 $ 1,000,000.00 51.28 1-Dec-06 11.38 N 1CM 0.250
4368442 $ 604,004.50 26.87 1-Nov-06 12.00 N 1CM 0.250
4368605 $ 319,000.00 47.61 1-Dec-06 11.75 N 1CM 0.250
4369242 $ 327,250.00 85.00 1-Dec-06 11.75 N 13 1CM 0.250
4369515 $ 623,000.00 74.17 1-Dec-06 11.75 N 1CM 0.250
4370108 $ 592,000.00 80.00 1-Dec-06 11.38 N 1CM 0.250
4371145 $ 312,124.38 79.99 1-Nov-06 11.63 N 1CM 0.250
4371830 $ 388,800.00 61.23 1-Dec-06 11.13 N 1CM 0.250
4371833 $ 558,518.72 79.86 1-Nov-06 11.75 N 1CM 0.250
4372244 $ 370,000.00 30.20 1-Dec-06 11.63 N 1CM 0.250
4372269 $ 600,000.00 68.91 1-Oct-06 11.50 N 1CM 0.250
4372594 $ 259,781.56 65.00 1-Nov-06 11.88 N 1CM 0.250
4372685 $ 647,000.00 79.78 1-Dec-06 11.75 N 1CM 0.250
4372770 $ 422,000.00 75.36 1-Dec-06 11.63 N 1CM 0.250
4373181 $ 317,000.00 65.36 1-Dec-06 11.38 N 1CM 0.250
4373280 $ 500,000.00 60.98 1-Dec-06 11.63 N 1CM 0.250
4373521 $ 322,208.46 75.00 1-Nov-06 11.50 N 1CM 0.250
4373581 $ 475,000.00 43.18 1-Dec-06 11.75 N 1CM 0.250
4373831 $ 595,499.28 39.73 1-Nov-06 11.88 N 1CM 0.250
4373918 $ 321,000.00 79.26 1-Dec-06 11.25 N 1CM 0.250
4374507 $ 412,626.64 60.74 1-Nov-06 11.50 N 1CM 0.250
4374853 $ 608,600.00 73.33 1-Dec-06 11.50 N 1CM 0.250
4376022 $ 331,000.00 79.76 1-Dec-06 11.63 N 1CM 0.250
4376221 $ 530,000.00 66.25 1-Nov-06 11.63 N 1CM 0.250
4377110 $ 437,000.00 67.23 1-Dec-06 11.75 N 1CM 0.250
4377590 $ 510,000.00 52.31 1-Dec-06 11.13 N 1CM 0.250
4377902 $ 512,000.00 80.00 1-Dec-06 11.63 N 1CM 0.250
4379085 $ 500,000.00 69.93 1-Dec-06 11.25 N 1CM 0.250
4379139 $ 496,000.00 49.60 1-Dec-06 11.00 N 1CM 0.250
4379379 $ 512,000.00 80.00 1-Dec-06 11.88 N 1CM 0.250
4379986 $ 613,450.00 46.65 1-Dec-06 11.63 N 1CM 0.250
4380378 $ 455,000.00 70.00 1-Dec-06 11.50 N 1CM 0.250
4380538 $ 460,000.00 49.73 1-Dec-06 11.25 N 1CM 0.250
4381557 $ 324,000.00 80.00 1-Dec-06 11.38 N 1CM 0.250
4381738 $ 313,000.00 53.97 1-Dec-06 11.50 N 1CM 0.250
4382034 $ 639,392.73 68.82 1-Nov-06 11.25 N 1CM 0.250
4382748 $ 368,000.00 49.07 1-Dec-06 11.13 N 1CM 0.250
4383257 $ 366,500.00 62.12 1-Dec-06 11.63 N 1CM 0.250
4383312 $ 430,000.00 67.72 1-Dec-06 11.38 N 1CM 0.250
4383347 $ 350,000.00 60.34 1-Dec-06 11.63 N 1CM 0.250
4384871 $ 359,682.38 80.00 1-Nov-06 11.63 N 1CM 0.250
4384974 $ 380,500.00 73.88 1-Dec-06 11.50 N 1CM 0.250
4385433 $ 420,000.00 66.67 1-Dec-06 11.38 N 1CM 0.250
4385904 $ 500,000.00 48.78 1-Dec-06 11.38 N 1CM 0.250
4386865 $ 450,000.00 60.00 1-Dec-06 10.50 N 1CM 0.250
4387044 $ 480,000.00 80.00 1-Dec-06 11.88 N 1CM 0.250
4387184 $ 521,000.00 66.79 1-Dec-06 11.50 N 1CM 0.250
4387419 $ 349,667.91 69.79 1-Nov-06 11.25 N 1CM 0.250
4387499 $ 638,000.00 45.57 1-Dec-06 11.50 N 1CM 0.250
4387567 $ 420,000.00 66.14 1-Dec-06 11.25 N 1CM 0.250
4387715 $ 694,000.00 62.52 1-Dec-06 11.38 N 1CM 0.250
4387943 $ 390,000.00 74.14 1-Dec-06 11.38 N 1CM 0.250
4387991 $ 552,500.00 65.00 1-Dec-06 11.38 N 1CM 0.250
4388041 $ 490,000.00 49.25 1-Dec-06 11.25 N 1CM 0.250
4388119 $ 543,000.00 66.22 1-Dec-06 11.38 N 1CM 0.250
4388272 $ 498,000.00 53.84 1-Dec-06 11.75 N 1CM 0.250
4388291 $ 497,000.00 62.13 1-Dec-06 11.63 N 1CM 0.250
4388695 $ 991,000.00 50.82 1-Dec-06 11.63 N 1CM 0.250
4389593 $ 973,948.00 67.17 1-Dec-06 11.38 N 1CM 0.250
4389972 $ 347,500.00 46.00 1-Dec-06 11.25 N 1CM 0.250
4390491 $ 367,500.00 70.00 1-Dec-06 11.50 N 1CM 0.250
4390645 $ 399,638.39 80.00 1-Nov-06 11.50 N 1CM 0.250
4390775 $ 615,956.27 80.00 1-Sep-06 11.63 N 1CM 0.250
4390871 $ 446,200.00 74.99 1-Dec-06 11.63 N 1CM 0.250
4390901 $ 440,000.00 38.26 1-Dec-06 11.38 N 1CM 0.250
4391044 $ 461,000.00 62.30 1-Dec-06 11.38 N 1CM 0.250
4391213 $ 962,500.00 68.75 1-Dec-06 11.38 N 1CM 0.250
4391251 $ 500,000.00 69.44 1-Dec-06 11.50 N 1CM 0.250
4392000 $ 360,000.00 71.64 1-Dec-06 11.38 N 1CM 0.250
4392417 $ 400,000.00 50.96 1-Dec-06 11.25 N 1CM 0.250
4392645 $ 304,000.00 80.00 1-Dec-06 10.50 N 1CM 0.250
4392864 $ 164,000.00 80.00 1-Nov-06 11.38 N 1CM 0.250
4393224 $ 380,000.00 55.07 1-Dec-06 11.00 N 1CM 0.250
4393258 $ 480,000.00 64.00 1-Dec-06 11.75 N 1CM 0.250
4393890 $ 313,002.73 60.25 1-Nov-06 11.25 N 1CM 0.250
4393932 $ 408,139.58 61.43 1-Nov-06 11.63 N 1CM 0.250
4393936 $ 720,000.00 50.85 1-Dec-06 11.38 N 1CM 0.250
4394098 $ 499,200.00 80.00 1-Dec-06 11.88 N 1CM 0.250
4394484 $ 640,000.00 33.01 1-Dec-06 11.50 N 1CM 0.250
4395526 $ 367,000.00 69.90 1-Dec-06 11.50 N 1CM 0.250
4396065 $ 375,668.26 80.00 1-Nov-06 11.63 N 1CM 0.250
4396366 $ 399,620.47 66.12 1-Nov-06 11.25 N 1CM 0.250
4396746 $ 427,000.00 59.72 1-Dec-06 11.13 N 1CM 0.250
4397450 $ 355,178.63 90.00 1-Nov-06 11.50 N 01 1CM 0.250
4397586 $ 425,000.00 59.69 1-Dec-06 11.75 N 1CM 0.250
4397637 $ 399,638.39 80.00 1-Nov-06 11.50 N 1CM 0.250
4398563 $ 915,700.00 67.83 1-Dec-06 11.38 N 1CM 0.250
4398871 $ 650,000.00 65.00 1-Dec-06 11.63 N 1CM 0.250
4399138 $ 584,000.00 62.13 1-Dec-06 11.63 N 1CM 0.250
4399744 $ 528,000.00 57.52 1-Dec-06 11.25 N 1CM 0.250
4401425 $ 360,000.00 80.00 1-Dec-06 11.50 N 1CM 0.250
4402427 $ 850,000.00 42.50 1-Dec-06 11.25 N 1CM 0.250
4403423 $ 650,000.00 79.66 1-Dec-06 11.75 N 1CM 0.250
4403855 $ 616,000.00 80.00 1-Dec-06 11.63 N 1CM 0.250
4405997 $ 532,000.00 74.41 1-Dec-06 11.50 N 1CM 0.250
4406705 $ 626,400.00 80.00 1-Dec-06 11.38 N 1CM 0.250
4406723 $ 438,000.00 54.75 1-Dec-06 11.50 N 1CM 0.250
4407633 $ 467,000.00 37.88 1-Dec-06 11.63 N 1CM 0.250
4407743 $ 312,000.00 65.27 1-Dec-06 11.63 N 1CM 0.250
4409063 $ 324,100.00 70.00 1-Dec-06 11.50 N 1CM 0.250
4409217 $ 490,000.00 58.33 1-Dec-06 11.13 N 1CM 0.250
4409222 $ 385,000.00 57.46 1-Dec-06 11.25 N 1CM 0.250
4409369 $ 310,000.00 59.05 1-Dec-06 11.63 N 1CM 0.250
4409682 $ 400,000.00 71.43 1-Dec-06 11.50 N 1CM 0.250
4410110 $ 387,500.00 64.05 1-Dec-06 11.75 N 1CM 0.250
4412449 $ 350,000.00 58.33 1-Dec-06 11.63 N 1CM 0.250
4413015 $ 488,000.00 80.00 1-Dec-06 11.38 N 1CM 0.250
4413398 $ 650,000.00 47.27 1-Dec-06 11.25 N 1CM 0.250
4413726 $ 535,000.00 62.57 1-Dec-06 11.50 N 1CM 0.250
4415058 $ 747,500.00 65.00 1-Dec-06 11.63 N 1CM 0.250
4415189 $ 418,000.00 66.35 1-Dec-06 11.38 N 1CM 0.250
4415531 $ 349,310.00 65.00 1-Dec-06 11.50 N 1CM 0.250
4415954 $ 409,500.00 65.00 1-Dec-06 11.63 N 1CM 0.250
4416367 $ 305,600.00 80.00 1-Dec-06 11.63 N 1CM 0.250
4416427 $ 600,000.00 68.49 1-Dec-06 11.25 N 1CM 0.250
4416507 $ 770,000.00 71.63 1-Dec-06 11.63 N 1CM 0.250
4416725 $ 563,939.73 59.42 1-Nov-06 11.50 N 1CM 0.250
4417303 $ 335,600.00 80.00 1-Dec-06 10.63 N 1CM 0.250
4417823 $ 338,000.00 23.31 1-Dec-06 11.38 N 1CM 0.250
4418253 $ 328,000.00 72.89 1-Dec-06 11.25 N 1CM 0.250
4418289 $ 650,000.00 75.58 1-Dec-06 11.75 N 1CM 0.250
4418475 $ 345,000.00 64.19 1-Dec-06 11.38 N 1CM 0.250
4419440 $ 419,620.31 68.29 1-Nov-06 11.50 N 1CM 0.250
4421134 $ 370,000.00 67.27 1-Dec-06 11.63 N 1CM 0.250
4421653 $ 356,400.00 39.60 1-Dec-06 11.63 N 1CM 0.250
4421674 $ 620,000.00 67.03 1-Dec-06 11.25 N 1CM 0.250
4421999 $ 356,000.00 60.34 1-Dec-06 11.63 N 1CM 0.250
4423945 $ 600,000.00 35.29 1-Dec-06 11.63 N 1CM 0.250
4424345 $ 542,000.00 58.59 1-Dec-06 11.38 N 1CM 0.250
4424512 $ 480,000.00 80.00 1-Dec-06 11.50 N 1CM 0.250
4425022 $ 400,000.00 47.06 1-Dec-06 11.25 N 1CM 0.250
4425038 $ 1,000,000.00 58.82 1-Dec-06 11.25 N 1CM 0.250
4425582 $ 417,600.00 80.00 1-Dec-06 11.38 N 1CM 0.250
4425755 $ 451,601.21 80.00 1-Nov-06 11.63 N 1CM 0.250
4429074 $ 423,200.00 80.00 1-Dec-06 11.50 N 1CM 0.250
4429428 $ 371,600.00 80.00 1-Dec-06 11.50 N 1CM 0.250
4429442 $ 476,000.00 80.00 1-Dec-06 11.25 N 1CM 0.250
4429983 $ 424,000.00 80.00 1-Dec-06 11.88 N 1CM 0.250
4430582 $ 616,000.00 77.00 1-Dec-06 11.38 N 1CM 0.250
4431123 $ 595,000.00 73.91 1-Dec-06 11.13 N 1CM 0.250
4435132 $ 350,000.00 61.40 1-Dec-06 11.38 N 1CM 0.250
4436182 $ 457,500.00 79.57 1-Dec-06 11.25 N 1CM 0.250
4445281 $ 340,000.00 58.62 1-Dec-06 11.50 N 1CM 0.250
4731006 $ 923,323.05 55.22 1-Oct-06 11.50 N 1CM 0.250
4756250 $ 429,981.67 80.00 1-Nov-06 11.13 N 1CM 0.250
4800629 $ 359,658.42 48.00 1-Nov-06 11.25 N 1CM 0.250
4926523 $ 409,638.27 42.05 1-Nov-06 11.63 N 1CM 0.250
5950424 $ 328,000.00 80.00 1-Dec-06 10.63 N 1CM 0.250
6034303 $ 447,553.00 76.37 1-Dec-06 10.00 N 1CM 0.250
6219584 $ 405,233.33 80.00 1-Nov-06 11.50 N 1CM 0.250
8244585 $ 347,399.07 62.14 1-Oct-06 11.75 N 1CM 0.250
8557064 $ 307,897.97 80.00 1-Jul-06 12.00 N 1CM 0.250
8708384 $ 338,686.02 57.05 1-Nov-06 11.38 N 1CM 0.250
8727514 $ 455,212.57 80.00 1-Oct-06 11.75 N 1CM 0.250
8815085 $ 449,635.49 79.99 1-Jul-06 11.63 N 1CM 0.250
8835149 $ 318,673.10 80.00 1-Jul-06 12.00 N 1CM 0.250
8842501 $ 648,507.06 63.41 1-Sep-06 12.38 N 1CM 0.250
8860890 $ 404,247.79 43.55 1-Oct-06 11.38 N 1CM 0.250
8867472 $ 448,243.41 78.91 1-Oct-06 11.88 N 1CM 0.250
8906433 $ 464,589.74 75.00 1-Nov-06 11.63 N 1CM 0.250
8911006 $ 305,709.66 80.00 1-Nov-06 11.25 N 1CM 0.250
8924091 $ 865,428.07 67.68 1-Nov-06 11.25 N 1CM 0.250
8925859 $ 408,000.00 80.00 1-Sep-06 11.88 N 1CM 0.250
9156894 $ 599,457.59 69.77 1-Nov-06 11.50 N 1CM 0.250
9167586 $ 374,300.00 26.74 1-Dec-06 11.50 N 1CM 0.250
9167800 $ 400,000.00 40.40 1-Dec-06 11.50 N 1CM 0.250
9189173 $ 712,870.49 59.46 1-Nov-06 11.63 N 1CM 0.250
9190752 $ 489,578.12 78.40 1-Nov-06 11.75 N 1CM 0.250
9198292 $ 447,200.00 80.00 1-Dec-06 11.38 N 1CM 0.250
9199563 $ 579,488.27 42.96 1-Nov-06 11.63 N 1CM 0.250
9199748 $ 449,612.55 78.26 1-Nov-06 11.75 N 1CM 0.250
9202170 $ 907,000.00 64.79 1-Dec-06 11.75 N 1CM 0.250
9202680 $ 451,111.27 75.88 1-Nov-06 11.75 N 1CM 0.250
9202896 $ 499,536.90 45.45 1-Nov-06 11.38 N 1CM 0.250
9232176 $ 619,978.70 68.94 1-Nov-06 11.88 N 1CM 0.250
9267089 $ 436,000.00 80.00 1-Dec-06 11.63 N 1CM 0.250
9268046 $ 474,580.92 64.63 1-Nov-06 11.63 N 1CM 0.250
9268780 $ 635,200.00 80.00 1-Dec-06 11.25 N 1CM 0.250
9269371 $ 419,629.44 73.04 1-Nov-06 11.63 N 1CM 0.250
9269382 $ 441,000.00 70.00 1-Dec-06 11.75 N 1CM 0.250
9273350 $ 401,000.00 56.08 1-Dec-06 11.63 N 1CM 0.250
9278375 $ 378,415.84 75.00 1-Nov-06 11.63 N 1CM 0.250
9279308 $ 494,941.15 80.00 1-Nov-06 11.38 N 1CM 0.250
9280520 $ 303,718.00 80.00 1-Nov-06 11.38 N 1CM 0.250
9284621 $ 340,000.00 67.33 1-Dec-06 11.38 N 1CM 0.250
9287905 $ 595,447.98 66.04 1-Nov-06 11.38 N 1CM 0.250
9289448 $ 645,000.00 47.78 1-Dec-06 11.38 N 1CM 0.250
9293812 $ 311,703.96 69.96 1-Nov-06 11.25 N 1CM 0.250
9294877 $ 384,660.32 68.75 1-Nov-06 11.63 N 1CM 0.250
9299074 $ 334,697.15 54.92 1-Nov-06 11.50 N 1CM 0.250
9305962 $ 649,440.36 78.79 1-Nov-06 11.75 N 1CM 0.250
9310384 $ 374,000.00 57.36 1-Dec-06 11.75 N 1CM 0.250
9313784 $ 685,659.15 75.00 1-Nov-06 11.75 N 1CM 0.250
9316159 $ 649,397.97 56.52 1-Nov-06 11.38 N 1CM 0.250
9319971 $ 375,000.00 56.39 1-Dec-06 11.63 N 1CM 0.250
9320524 $ 697,000.00 38.72 1-Dec-06 11.75 N 1CM 0.250
9323957 $ 432,000.00 80.00 1-Dec-06 11.75 N 1CM 0.250
9325625 $ 399,325.97 80.00 1-Oct-06 11.88 N 1CM 0.250
9326508 $ 579,475.67 63.04 1-Nov-06 11.50 N 1CM 0.250
9328171 $ 445,248.45 66.07 1-Oct-06 11.88 N 1CM 0.250
9328469 $ 344,895.43 80.00 1-Nov-06 11.63 N 1CM 0.250
9329136 $ 349,380.70 70.00 1-Oct-06 11.63 N 1CM 0.250
9329266 $ 465,214.76 44.38 1-Oct-06 11.88 N 1CM 0.250
9329700 $ 468,908.52 56.93 1-Oct-06 11.88 N 1CM 0.250
9329847 $ 434,457.47 60.84 1-Nov-06 11.75 N 1CM 0.250
9329899 $ 735,750.29 79.61 1-Nov-06 11.63 N 1CM 0.250
9330026 $ 735,350.64 80.00 1-Nov-06 11.63 N 1CM 0.250
9330141 $ 978,223.32 30.63 1-Oct-06 11.50 N 1CM 0.250
9330164 $ 529,039.15 55.79 1-Oct-06 11.50 N 1CM 0.250
9330825 $ 487,059.29 75.00 1-Nov-06 11.50 N 1CM 0.250
9331199 $ 307,734.81 80.00 1-Nov-06 11.75 N 1CM 0.250
9331246 $ 309,733.09 64.58 1-Nov-06 11.75 N 1CM 0.250
9331320 $ 345,387.48 49.39 1-Nov-06 11.50 N 1CM 0.250
9332318 $ 422,251.52 61.75 1-Oct-06 11.63 N 1CM 0.250
9332443 $ 448,000.00 45.21 1-Dec-06 11.50 N 1CM 0.250
9332583 $ 459,584.15 67.15 1-Nov-06 11.50 N 1CM 0.250
9332634 $ 379,680.75 80.00 1-Nov-06 11.88 N 1CM 0.250
9332655 $ 392,252.26 67.76 1-Oct-06 11.25 N 1CM 0.250
9332916 $ 634,439.76 44.59 1-Nov-06 11.63 N 1CM 0.250
9333656 $ 758,655.22 61.79 1-Oct-06 11.63 N 1CM 0.250
9333665 $ 640,500.00 68.14 1-Dec-06 11.50 N 1CM 0.250
9333997 $ 390,663.36 37.24 1-Nov-06 11.75 N 1CM 0.250
9334050 $ 479,108.48 68.57 1-Oct-06 11.38 N 1CM 0.250
9334509 $ 507,000.00 69.45 1-Dec-06 11.50 N 1CM 0.250
9334770 $ 347,375.65 79.99 1-Nov-06 11.75 N 1CM 0.250
9334928 $ 311,631.37 80.00 1-Nov-06 11.75 N 1CM 0.250
9334948 $ 649,440.36 68.42 1-Nov-06 11.75 N 1CM 0.250
9335006 $ 799,211.21 80.00 1-Nov-06 11.75 N 1CM 0.250
9335226 $ 577,490.04 60.84 1-Nov-06 11.63 N 1CM 0.250
9336623 $ 446,595.90 59.36 1-Nov-06 11.50 N 1CM 0.250
9336852 $ 325,712.37 55.25 1-Nov-06 11.63 N 1CM 0.250
9338018 $ 539,499.85 69.23 1-Nov-06 11.38 N 1CM 0.250
9338313 $ 569,509.24 69.94 1-Nov-06 11.75 N 1CM 0.250
9338368 $ 423,750.00 75.00 1-Dec-06 11.75 N 1CM 0.250
9338436 $ 329,701.67 51.56 1-Nov-06 11.50 N 1CM 0.250
9338548 $ 486,000.00 69.93 1-Dec-06 11.50 N 1CM 0.250
9338678 $ 574,480.18 60.53 1-Nov-06 11.50 N 1CM 0.250
9339295 $ 416,500.00 70.00 1-Dec-06 11.63 N 1CM 0.250
9339317 $ 374,644.18 64.66 1-Nov-06 11.25 N 1CM 0.250
9339357 $ 649,412.38 65.00 1-Nov-06 11.50 N 1CM 0.250
9339360 $ 587,481.22 80.00 1-Nov-06 11.63 N 1CM 0.250
9339501 $ 435,247.11 79.27 1-Oct-06 11.75 N 1CM 0.250
9339541 $ 691,889.02 57.71 1-Nov-06 11.63 N 1CM 0.250
9339666 $ 457,355.88 45.32 1-Nov-06 11.75 N 1CM 0.250
9339691 $ 523,537.69 80.00 1-Nov-06 11.63 N 1CM 0.250
9339740 $ 314,722.08 71.92 1-Nov-06 11.63 N 1CM 0.250
9339773 $ 447,614.28 66.87 1-Nov-06 11.75 N 1CM 0.250
9340014 $ 447,929.38 69.32 1-Nov-06 11.50 N 1CM 0.250
9341086 $ 599,483.41 75.00 1-Nov-06 11.75 N 1CM 0.250
9341196 $ 309,679.17 77.50 1-Nov-06 11.50 N 1CM 0.250
9341379 $ 523,072.82 80.00 1-Oct-06 11.63 N 1CM 0.250
9342132 $ 386,966.54 68.55 1-Nov-06 11.75 N 1CM 0.250
9342275 $ 374,676.93 65.22 1-Nov-06 11.75 N 1CM 0.250
9343463 $ 579,462.80 50.43 1-Nov-06 11.38 N 1CM 0.250
9343741 $ 693,192.19 63.18 1-Nov-06 11.38 N 1CM 0.250
9343745 $ 731,338.26 58.56 1-Nov-06 11.50 N 1CM 0.250
9344043 $ 513,000.00 30.18 1-Dec-06 11.75 N 1CM 0.250
9344781 $ 400,000.00 61.54 1-Dec-06 11.38 N 1CM 0.250
9345687 $ 696,000.00 51.56 1-Dec-06 11.25 N 1CM 0.250
9345874 $ 445,000.00 65.06 1-Dec-06 11.38 N 1CM 0.250
9346046 $ 415,000.00 57.64 1-Dec-06 11.50 N 1CM 0.250
9346222 $ 1,000,000.00 68.97 1-Dec-06 11.50 N 1CM 0.250
9346713 $ 385,000.00 68.75 1-Dec-06 11.63 N 1CM 0.250
9347233 $ 475,000.00 59.38 1-Dec-06 11.38 N 1CM 0.250
9347576 $ 650,000.00 61.03 1-Dec-06 11.25 N 1CM 0.250
9347750 $ 387,000.00 79.79 1-Dec-06 11.38 N 1CM 0.250
9347984 $ 599,000.00 66.11 1-Dec-06 11.25 N 1CM 0.250
9348492 $ 975,000.00 54.62 1-Dec-06 11.38 N 1CM 0.250
9348511 $ 630,000.00 70.00 1-Dec-06 11.13 N 1CM 0.250
9348895 $ 350,000.00 54.69 1-Dec-06 11.38 N 1CM 0.250
9350221 $ 340,000.00 53.13 1-Dec-06 11.38 N 1CM 0.250
9350739 $ 980,000.00 61.25 1-Dec-06 11.38 N 1CM 0.250
9350959 $ 504,000.00 70.00 1-Dec-06 11.50 N 1CM 0.250
9351515 $ 360,000.00 64.63 1-Dec-06 11.63 N 1CM 0.250
9352306 $ 572,000.00 49.74 1-Dec-06 11.50 N 1CM 0.250
9353233 $ 385,000.00 58.33 1-Dec-06 11.38 N 1CM 0.250
9353360 $ 347,600.00 46.35 1-Dec-06 11.63 N 1CM 0.250
9354299 $ 368,000.00 80.00 1-Dec-06 11.25 N 1CM 0.250
9354641 $ 396,549.82 79.38 1-Nov-06 11.63 N 1CM 0.250
9354884 $ 755,000.00 60.89 1-Dec-06 11.63 N 1CM 0.250
9355330 $ 303,700.00 63.94 1-Dec-06 11.75 N 1CM 0.250
9356026 $ 495,000.00 30.94 1-Dec-06 11.50 N 1CM 0.250
9356229 $ 362,000.00 80.00 1-Dec-06 11.63 N 1CM 0.250
9356534 $ 435,000.00 73.11 1-Dec-06 11.63 N 1CM 0.250
9356564 $ 329,000.00 79.28 1-Dec-06 11.50 N 1CM 0.250
9356905 $ 397,000.00 58.81 1-Dec-06 11.38 N 1CM 0.250
9357350 $ 495,000.00 69.92 1-Dec-06 11.38 N 1CM 0.250
9357529 $ 315,000.00 68.48 1-Dec-06 11.63 N 1CM 0.250
9357796 $ 427,600.00 37.18 1-Dec-06 11.50 N 1CM 0.250
9358464 $ 516,000.00 57.33 1-Dec-06 11.50 N 1CM 0.250
9358465 $ 555,521.29 69.50 1-Nov-06 11.75 N 1CM 0.250
9358649 $ 814,000.00 68.98 1-Dec-06 11.38 N 1CM 0.250
9358890 $ 434,000.00 66.77 1-Dec-06 11.25 N 1CM 0.250
9359712 $ 511,200.00 80.00 1-Dec-06 10.88 N 1CM 0.250
9359872 $ 494,000.00 65.00 1-Dec-06 11.75 N 1CM 0.250
9360024 $ 314,708.25 75.00 1-Nov-06 11.38 N 1CM 0.250
9360674 $ 463,600.50 68.24 1-Nov-06 11.75 N 1CM 0.250
9360825 $ 489,578.12 70.00 1-Nov-06 11.75 N 1CM 0.250
9361278 $ 344,000.00 64.91 1-Dec-06 11.75 N 1CM 0.250
9362640 $ 332,000.00 42.03 1-Dec-06 11.75 N 1CM 0.250
9363309 $ 456,000.00 79.30 1-Dec-06 11.50 N 1CM 0.250
9363657 $ 975,159.68 69.71 1-Nov-06 11.75 N 1CM 0.250
9435374 $ 365,000.00 70.87 1-Dec-06 11.38 N 1CM 0.250
9439195 $ 331,800.00 53.52 1-Dec-06 10.88 N 1CM 0.250
9443898 $ 435,000.00 54.38 1-Dec-06 11.50 N 1CM 0.250
9445051 $ 1,000,000.00 52.63 1-Dec-06 11.00 N 1CM 0.250
9445431 $ 376,000.00 69.63 1-Dec-06 11.25 N 1CM 0.250
9445544 $ 467,000.00 58.38 1-Dec-06 11.25 N 1CM 0.250
9445596 $ 650,000.00 66.87 1-Dec-06 11.75 N 1CM 0.250
9467992 $ 546,529.04 79.85 1-Nov-06 11.75 N 1CM 0.250
9470116 $ 348,676.75 64.99 1-Nov-06 11.38 N 1CM 0.250
$200,779,480.26
EXHIBIT F-3
[Schedule of Mortgage Loans in Group III]
WFMBS
WFMBS 2001-34 EXHIBIT F-3 Group III Loans
7/1 ARM LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- ------------------------- ----- ----- -------- -------- -------- ---------- ---------- -------- ---------
CURRENT
CURRENT NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY GROSS TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MARGIN MATURITY DATE
-------- ------------------------- ----- ----- -------- -------- -------- ---------- ---------- -------- ---------
3847088 XXXXXXXX XXX. XX 00000 SFD 6.500 6.250 $ 2,496.67 2.750 360 1-Oct-31
3851260 XXXXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,827.89 2.750 360 1-Oct-31
4245827 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 3,713.81 2.750 360 1-Dec-31
4265587 XXXXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,943.42 2.750 360 1-Dec-31
4266405 XXXXXXXX XX 00000 SFD 5.875 5.625 $ 2,986.46 2.750 360 1-Dec-31
4281239 XXXXXXXXXXX XX 00000 LCO 6.625 6.375 $ 2,919.82 2.750 360 1-Dec-31
4281872 XXXXXXXXXX XX 00000 SFD 6.125 5.875 $ 8,506.55 2.750 360 1-Dec-31
4287544 XXXXXXXXX XX 00000 SFD 5.250 5.000 $ 3,066.94 2.750 360 1-Dec-31
4293211 XXX XXXXXX XX 00000 SFD 6.250 6.000 $ 6,034.03 2.750 360 1-Oct-31
4294725 XXXXXXXXX XX 00000 SFD 5.250 5.000 $ 2,843.75 2.750 360 1-Dec-31
4305093 XXXXX XXXXXXXXX XX 00000 SFD 5.875 5.625 $ 3,698.51 2.750 360 1-Nov-31
4306227 XXXXXXXXXXXXX XX 00000 SFD 5.375 5.125 $ 2,060.70 2.750 360 1-Dec-31
4308726 XXXXXXXXX XX 00000 SFD 5.750 5.500 $ 7,002.88 2.750 360 1-Dec-31
4310362 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,511.25 2.750 360 1-Dec-31
4312550 XXXXXXXXX XX 00000 SFD 5.875 5.625 $ 3,823.72 2.750 360 1-Dec-31
4315537 XXXXXXX XX 00000 LCO 6.875 6.625 $ 2,044.36 2.750 360 1-Nov-31
4315550 XXXXXXXX XX 00000 HCO 6.625 6.375 $ 2,161.05 2.750 360 1-Dec-31
4318098 XXXX XXXXX XX 00000 SFD 6.875 6.625 $ 2,328.16 2.750 360 1-Nov-31
4320429 XXXXXXXX XX 00000 SFD 5.750 5.500 $ 5,357.20 2.750 360 1-Dec-31
4321911 XXXXXXX XXXXX XX 00000 LCO 6.750 6.500 $ 5,691.45 2.750 360 1-Nov-31
4322548 XXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,033.93 2.750 360 1-Dec-31
4326061 XXX XXXXXXX XX 00000 SFD 6.875 6.625 $ 2,345.24 2.750 360 1-Oct-31
4329820 XXX XXXXXXX XX 00000 SFD 6.875 6.625 $ 3,218.96 2.750 360 1-Dec-31
4330534 XXXXXXX XX 00000 SFD 5.375 5.125 $ 2,239.89 2.750 360 1-Dec-31
4331552 XXXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,561.96 2.750 360 1-Oct-31
4331751 XXXXXXXX XX 00000 SFD 5.875 5.625 $ 3,227.00 2.750 360 1-Dec-31
4333218 XXXXXXX XX 00000 HCO 6.750 6.500 $ 3,137.60 2.750 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.125 5.875 $ 2,491.21 2.750 360 1-Nov-31
4335361 XX XXXX XX 00000 SFD 6.750 6.500 $ 2,795.46 2.750 360 1-Nov-31
4336371 XXX XXXXXXXXX XX 00000 LCO 6.750 6.500 $ 3,217.05 2.750 360 1-Dec-31
4336629 XXXXXXX XX 00000 SFD 6.875 6.625 $ 2,654.00 2.750 360 1-Dec-31
4337835 XXXXXXX XX 00000 SFD 6.125 5.875 $ 1,974.74 2.750 360 1-Dec-31
4339378 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,379.75 2.750 360 1-Nov-31
4339714 XXXXXXXXXX XXXXX XX 00000 SFD 6.875 6.625 $ 3,718.23 2.750 360 1-Dec-31
4340085 XX XXXXXX XXXX XX 00000 SFD 6.875 6.625 $ 4,270.04 2.750 360 1-Dec-31
4340341 XXXX XX 00000 SFD 6.000 5.750 $ 2,277.82 2.750 360 1-Nov-31
4340728 XXXXXXXX XX 00000 SFD 6.875 6.625 $ 3,145.31 2.750 360 1-Nov-31
4341167 XXXXXXXXXX XX 00000 SFD 5.750 5.500 $ 2,334.30 2.750 360 1-Dec-31
4341579 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 5,602.73 2.750 360 1-Dec-31
4341940 XXXXX XX 00000 SFD 6.625 6.375 $ 5,762.80 2.750 360 1-Dec-31
4342102 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 6,121.38 2.750 360 1-Dec-31
4342584 XXXXXX XX 00000 SFD 6.375 6.125 $ 2,495.48 2.750 360 1-Dec-31
4342615 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 5,416.67 2.750 360 1-Dec-31
4342791 XXX XXXX XX 00000 SFD 6.375 6.125 $ 2,376.64 2.750 360 1-Dec-31
4343162 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 3,092.71 2.750 360 1-Dec-31
4343293 XXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 5,122.49 2.750 360 1-Dec-31
4343428 XXX XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,996.66 2.750 360 1-Dec-31
4343897 XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,529.23 2.750 360 1-Dec-31
4344372 XXXXXXXXXXXX XX 00000 SFD 6.250 6.000 $ 3,540.38 2.750 360 1-Dec-31
4345471 XXXXXX XX 00000 SFD 6.500 6.250 $ 2,263.09 2.750 360 1-Dec-31
4345972 XXXXXXX XX 00000 SFD 5.875 5.625 $ 1,812.48 2.750 360 1-Dec-31
4347212 XXXXX XX 00000 SFD 6.375 6.125 $ 2,349.24 2.750 360 1-Dec-31
4348134 SAN JUAN XXXXXXXXXX XX 00000 SFD 6.375 6.125 $ 3,668.36 2.750 360 1-Dec-31
4348197 XXXXX XXXX XX 00000 SFD 6.375 6.125 $ 3,119.35 2.750 360 1-Dec-31
4348230 XXXXX XX 00000 SFD 6.500 6.250 $ 2,623.09 2.750 360 1-Dec-31
4348373 XXXXX XXXXXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 4,786.33 2.750 360 1-Dec-31
4349425 XXX XXXXX XX 00000 SFD 6.750 6.500 $ 2,594.40 2.750 360 1-Dec-31
4350596 XXX XXXXXXX XX 00000 SFD 6.500 6.250 $ 2,986.53 2.750 360 1-Dec-31
4350624 XXXXX XXXXXX XX 00000 LCO 6.625 6.375 $ 2,338.74 2.750 360 1-Dec-31
4350681 XXXX XXXXXX XX 00000 SFD 5.750 5.500 $ 2,334.30 2.750 360 1-Dec-31
4350996 XXXXXXX XXXXXXXXX XX 00000 LCO 6.750 6.500 $ 2,405.00 2.750 360 1-Nov-31
4352138 XXXXXXX XX 00000 LCO 6.750 6.500 $ 2,432.24 2.750 360 1-Nov-31
4352516 XXXXXXX XXXXX XX 00000 SFD 6.875 6.625 $ 3,048.15 2.750 360 1-Dec-31
4353120 XXXXXXXXX XXXXX XX 00000 SFD 6.250 6.000 $ 5,603.03 2.750 360 1-Dec-31
4353315 XXXXXX XX 00000 SFD 6.250 6.000 $ 1,970.30 2.750 360 1-Dec-31
4354658 XXXXXX XX 00000 SFD 6.875 6.625 $ 794.92 2.750 360 1-Nov-31
4354869 XXXXXXXXXX XX 00000 LCO 6.750 6.500 $ 2,137.78 2.750 360 1-Dec-31
4355927 XXXXXX XX 00000 SFD 6.375 6.125 $ 2,938.43 2.750 360 1-Nov-31
4355946 XXXX XX 00000 SFD 6.500 6.250 $ 2,370.26 2.750 360 1-Dec-31
4357348 XXXXX XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 3,182.35 2.750 360 1-Dec-31
4361680 XXXX XXXX XX 00000 SFD 5.875 5.625 $ 3,059.90 2.750 360 1-Dec-31
4361863 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,689.31 2.750 360 1-Dec-31
4362549 XXXXXXXXX XX 00000 SFD 6.875 6.625 $ 3,448.88 2.750 360 1-Dec-31
4362651 XXXXXXXXX XX 00000 SFD 6.375 6.125 $ 3,119.35 2.750 360 1-Dec-31
4362806 XXXXX XXXX XX 00000 SFD 6.000 5.750 $ 3,543.35 2.750 360 1-Nov-31
4363135 XXXXXXXXXX XX 00000 LCO 6.750 6.500 $ 2,724.12 2.750 360 1-Dec-31
4363143 XXXXXXXXXX XX 00000 SFD 6.500 6.250 $ 6,095.67 2.750 360 1-Dec-31
4363181 XXXX XXXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,791.67 2.750 360 1-Dec-31
0000000 XXXXXXX XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,465.20 2.750 360 1-Dec-31
4363816 XXX XXXXXXXXX XX 00000 SFD 6.750 6.500 $ 5,882.79 2.750 360 1-Dec-31
4364062 XXXXXXX XX 00000 SFD 6.375 6.125 $ 2,636.48 2.750 360 1-Nov-31
4364073 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,606.07 2.750 360 1-Nov-31
4365042 XXXXXXXX XX 00000 SFD 6.375 6.125 $ 1,887.21 2.750 360 1-Dec-31
4366691 XXXXXX XX 00000 SFD 6.500 6.250 $ 2,619.92 2.750 360 1-Dec-31
4366716 XXX XXXX XX 00000 SFD 6.875 6.625 $ 2,087.07 2.750 360 1-Dec-31
4367090 XXXXX XXXXXXX XX 00000 SFD 6.375 6.125 $ 3,245.64 2.750 360 1-Dec-31
4367254 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,750.06 2.750 360 1-Dec-31
4367289 XXXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,128.74 2.750 360 1-Dec-31
4368290 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,172.26 2.750 360 1-Nov-31
4368602 XXXXXXX XXXXX XX 00000 SFD 6.875 6.625 $ 2,364.95 2.750 360 1-Nov-31
4368997 XXXX XX 00000 SFD 5.625 5.375 $ 2,935.85 2.750 360 1-Dec-31
4369862 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,009.98 2.750 360 1-Dec-31
4370013 XXXXXXXX XX 00000 SFD 6.375 6.125 $ 3,119.35 2.750 360 1-Dec-31
4370047 POINT XXXXXXXX XXXXX XX 00000 SFD 6.750 6.500 $ 2,737.09 2.750 360 1-Dec-31
4372993 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,628.08 2.750 360 1-Dec-31
4373254 XXXXXXXX XX 00000 SFD 6.125 5.875 $ 1,895.75 2.750 360 1-Dec-31
4373535 XXXXXXXXXXXX XX 00000 SFD 5.875 5.625 $ 2,957.69 2.750 360 1-Dec-31
4373843 XXXXXX XX 00000 SFD 6.250 6.000 $ 2,578.12 2.750 360 1-Dec-31
4374874 XXXXXXXXX XXXXX XX 00000 SFD 6.125 5.875 $ 1,871.45 2.750 360 1-Dec-31
4375148 XXXX XXXX XX 00000 SFD 6.750 6.500 $ 4,215.89 2.750 360 1-Dec-31
4375161 XXXXXXX XX 00000 SFD 6.750 6.500 $ 2,542.51 2.750 360 1-Dec-31
4375818 XXXXXXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 2,171.47 2.750 360 1-Nov-31
4376063 XXX XXXXXX XX 00000 SFD 6.875 6.625 $ 2,569.91 2.750 360 1-Dec-31
4377224 XXXXXXX XX 00000 SFD 6.625 6.375 $ 3,918.71 2.750 360 1-Dec-31
4377295 XXXXXX XXXXXX XX 00000 SFD 6.500 6.250 $ 2,393.01 2.750 360 1-Dec-31
4377420 XXXX XXXX XX 00000 SFD 6.125 5.875 $ 3,287.18 2.750 360 1-Dec-31
4377456 XXX XXXXX XX 00000 SFD 6.375 6.125 $ 3,040.12 2.750 360 1-Nov-31
4380270 XXXXXXX XX 00000 SFD 6.250 6.000 $ 5,941.68 2.750 360 1-Dec-31
4380338 XXX XXXXXXX XX 00000 SFD 6.875 6.625 $ 2,573.85 2.750 360 1-Dec-31
4381712 XXXXXXXX XX 00000 LCO 6.375 6.125 $ 2,041.62 2.750 360 1-Dec-31
4382507 XXX XXXX XX 00000 PUD 6.750 6.500 $ 2,257.13 2.750 360 1-Dec-31
4382871 XXXXXX XX 00000 SFD 6.375 6.125 $ 2,994.58 2.750 360 1-Dec-31
4383845 XXXXXX XX 00000 SFD 6.500 6.250 $ 2,281.77 2.750 360 1-Dec-31
4384003 XXXXXXXXXX XX 00000 HCO 6.750 6.500 $ 1,972.97 2.750 360 1-Dec-31
4384018 XXXXXX XX 00000 SFD 6.875 6.625 $ 2,154.73 2.750 360 1-Dec-31
4384884 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 3,172.99 2.750 360 1-Dec-31
4385516 XXXXXX XX 00000 SFD 6.750 6.500 $ 2,536.02 2.750 360 1-Dec-31
4386880 XXXXXXX XX 00000 SFD 6.625 6.375 $ 6,371.10 2.750 360 1-Dec-31
4388266 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,996.66 2.750 360 1-Dec-31
4389251 XXXXXXX XX 00000 SFD 6.875 6.625 $ 2,847.40 2.750 360 1-Dec-31
4389804 XXX XXXXX XX 00000 SFD 6.750 6.500 $ 4,161.41 2.750 360 1-Nov-31
4389880 XXXXXX XX 00000 SFD 6.500 6.250 $ 3,761.44 2.750 360 1-Nov-31
4390016 XXXXXXXXX XX 00000 SFD 6.250 6.000 $ 4,002.17 2.750 360 1-Dec-31
4390063 XXX XXXX XX 00000 SFD 6.875 6.625 $ 3,329.98 2.750 360 1-Dec-31
4390247 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,359.28 2.750 360 1-Dec-31
4390800 XXXXX XX 00000 SFD 6.375 6.125 $ 2,152.36 2.750 360 1-Dec-31
4391024 XXXX XXXX XX 00000 SFD 6.625 6.375 $ 2,945.44 2.750 360 1-Dec-31
4391191 XXX XXXXX XX 00000 SFD 6.875 6.625 $ 6,083.17 2.750 360 1-Dec-31
4391241 XXXXXXXXXX XX 00000 SFD 5.625 5.375 $ 3,741.77 2.750 360 1-Dec-31
4392176 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,010.66 2.750 360 1-Dec-31
4392560 XXX XXXXXX XX 00000 SFD 6.625 6.375 $ 2,410.78 2.750 360 1-Dec-31
4392617 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 1,959.42 2.750 360 1-Dec-31
4392688 XXXXXXX XX 00000 SFD 6.500 6.250 $ 1,984.69 2.750 360 1-Dec-31
4392757 XXX XXXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,412.79 2.750 360 1-Dec-31
4392821 XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,401.17 2.750 360 1-Dec-31
4393360 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,856.95 2.750 360 1-Dec-31
4393565 XXXXXXXXX XX 00000 MF2 6.750 6.500 $ 2,594.39 2.750 360 1-Nov-31
4394970 XXXXX XXXXX XX 00000 SFD 5.375 5.125 $ 2,302.61 2.750 360 1-Dec-31
4394991 XXXX XXXXXX XX 00000 SFD 6.875 6.625 $ 3,021.88 2.750 360 1-Dec-31
4395412 XXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 2,392.38 2.750 360 1-Dec-31
4395799 XXX XXXX XX 00000 SFD 6.750 6.500 $ 4,507.76 2.750 360 1-Dec-31
4396039 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 3,057.49 2.750 360 1-Dec-31
4396110 XXXXXXXXX XX 00000 PUD 6.625 6.375 $ 2,177.06 2.750 360 1-Nov-31
4396350 XXXXXXX XX 00000 SFD 6.750 6.500 $ 3,859.16 2.750 360 1-Nov-31
4396871 XXXXXXX XX 00000 SFD 6.750 6.500 $ 2,905.72 2.750 360 1-Dec-31
4397046 XXXXXXXX XXXX XX 00000 LCO 6.625 6.375 $ 2,305.12 2.750 360 1-Dec-31
4397264 XXXXXXXXX XX 00000 PUD 6.250 6.000 $ 1,981.07 2.750 360 1-Nov-31
4397838 XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,798.16 2.750 360 1-Dec-31
4397899 XXXXX XXXX XX 00000 SFD 6.750 6.500 $ 2,659.26 2.750 360 1-Dec-31
4398212 XXXXXX XX 00000 SFD 6.375 6.125 $ 2,136.76 2.750 360 1-Dec-31
4398237 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,702.12 2.750 360 1-Dec-31
4398748 XXXXXXX XX 00000 SFD 6.375 6.125 $ 2,401.90 2.750 360 1-Dec-31
4398959 TWN OF XXX XXXXXX XX 00000 SFD 6.500 6.250 $ 1,690.00 2.750 360 1-Dec-31
4399739 XXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,510.02 2.750 360 1-Nov-31
4399775 XXXXXXXXXX XX 00000 SFD 5.375 5.125 $ 1,885.99 2.750 360 1-Dec-31
4399984 XXX XXXXXX XX 00000 SFD 6.500 6.250 $ 2,212.24 2.750 360 1-Dec-31
4400547 XXXXXX XXXXX XXXXXX XX 00000 SFD 6.125 5.875 $ 2,916.54 2.750 360 1-Dec-31
4400691 XXXXXXXX XXXXXX XX 00000 SFD 6.750 6.500 $ 2,529.54 2.750 360 1-Dec-31
4401662 XXXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,218.21 2.750 360 1-Dec-31
4401663 XX XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,228.29 2.750 360 1-Dec-31
4401669 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,702.12 2.750 360 1-Dec-31
4401677 XXXXXXX XXXX XX 00000 LCO 6.750 6.500 $ 1,978.23 2.750 360 1-Dec-31
4401751 XXXXXXXX XXXX XX 00000 SFD 6.750 6.500 $ 3,470.00 2.750 360 1-Dec-31
4403186 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,574.94 2.750 360 1-Dec-31
4404969 XXXXXXXXXXXX XX 00000 SFD 6.875 6.625 $ 6,143.60 2.750 360 1-Dec-31
4405435 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,183.47 2.750 360 1-Dec-31
4405854 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,202.67 2.750 360 1-Dec-31
4406643 XXX XXXXXXXXX XX 00000 LCO 6.625 6.375 $ 2,016.98 2.750 360 1-Dec-31
4406689 XXXXXXX XXXXX XX 00000 SFD 6.625 6.375 $ 4,962.41 2.750 360 1-Dec-31
4406701 XXXXX XXXX XX 00000 SFD 6.750 6.500 $ 2,831.14 2.750 360 1-Dec-31
4406784 XXXXXXX XX 00000 SFD 6.750 6.500 $ 2,953.13 2.750 360 1-Dec-31
4409207 XXXXXX XX 00000 SFD 6.500 6.250 $ 3,135.06 2.750 360 1-Dec-31
4409341 XXXXXXXXX XXXXX XX 00000 SFD 6.250 6.000 $ 2,102.06 2.750 360 1-Dec-31
4410598 XXXXXX XX 00000 SFD 6.500 6.250 $ 2,844.31 2.750 360 1-Nov-31
4410810 XXXXXXX XX 00000 SFD 6.875 6.625 $ 2,082.47 2.750 360 1-Dec-31
4411139 XXXX XXXXXX XX 00000 SFD 6.875 6.625 $ 1,562.92 2.750 360 1-Dec-31
4411769 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,130.07 2.750 360 1-Dec-31
4411871 XXXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,332.34 2.750 360 1-Dec-31
4411954 XXXXX XX 00000 SFD 6.375 6.125 $ 2,975.00 2.750 360 1-Dec-31
4413824 XXXXXX XX 00000 SFD 5.250 5.000 $ 2,164.64 2.750 360 1-Dec-31
4413877 XXX XXXXX XX 00000 SFD 6.750 6.500 $ 2,633.31 2.750 360 1-Dec-31
4414640 XXXXXXX XX 00000 SFD 6.375 6.125 $ 1,946.48 2.750 360 1-Nov-31
4415040 XXXXXXX XX 00000 SFD 6.750 6.500 $ 4,921.88 2.750 360 1-Dec-31
4415796 XXXXXXX XX 00000 SFD 6.125 5.875 $ 1,913.98 2.750 360 1-Dec-31
4417882 XXXXXX XXXXXX XX 00000 SFD 6.750 6.500 $ 2,672.22 2.750 360 1-Dec-31
4418044 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 3,353.26 2.750 360 1-Dec-31
4418301 XXXXXX XXXX XX 00000 SFD 6.750 6.500 $ 2,367.39 2.750 360 1-Dec-31
4418369 CARDIFF BY XXX XXX XX 00000 SFD 6.625 6.375 $ 3,832.26 2.750 360 1-Dec-31
4419049 XXXXX XXXX XX 00000 SFD 6.000 5.750 $ 5,995.51 2.750 360 1-Dec-31
4421176 XXX XXXXXX XX 00000 SFD 6.750 6.500 $ 4,858.00 2.750 360 1-Dec-31
4421782 XXXXXXXXXX XX 00000 SFD 6.375 6.125 $ 3,212.93 2.750 360 1-Dec-31
4424519 XXX XXXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,651.45 2.750 360 1-Dec-31
4425075 XXX XXXX XX 00000 SFD 6.375 6.125 $ 2,308.32 2.750 360 1-Dec-31
4426305 XXXXXX XX 00000 SFD 6.375 6.125 $ 2,308.32 2.750 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 5.750 5.500 $ 2,354.72 2.750 360 1-Dec-31
4427638 XXX XXXXX XX 00000 SFD 6.375 6.125 $ 5,664.74 2.750 360 1-Dec-31
4432251 XXXXXX XX 00000 SFD 6.250 6.000 $ 2,081.13 2.750 360 1-Dec-31
4434427 XXX XXXXXXXXX XX 00000 LCO 6.625 6.375 $ 2,914.70 2.750 360 1-Dec-31
4438790 XXX XXXX XX 00000 SFD 6.500 6.250 $ 2,085.83 2.750 360 1-Dec-31
4600300 XXXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,881.40 2.750 360 1-Nov-31
4674842 XXXXXXX XX 00000 SFD 6.500 6.250 $ 2,411.97 2.750 360 1-Nov-31
4696837 XXXXXXXX XXXXXXX XX 00000 SFD 6.375 6.125 $ 3,556.06 2.750 360 1-Nov-31
4757100 XXX XXXXX XX 00000 SFD 6.875 6.625 $ 2,299.25 2.750 360 1-Nov-31
4774394 XXXXXXX XX 00000 SFD 6.250 6.000 $ 2,155.01 2.750 360 1-Nov-31
4781837 XXXXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,819.98 2.750 360 1-Nov-31
4785200 XXXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 2,465.07 2.750 360 1-Nov-31
4980363 XXXXXXXXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,038.11 2.750 360 1-Nov-31
4996641 XXXXXXX XXXXXXXX XX 00000 SFD 6.625 6.375 $ 1,945.91 2.750 360 1-Nov-31
5463344 XXXXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,334.95 2.750 360 1-Nov-31
5781356 MADISON XXXXXXX XX 00000 SFD 6.625 6.375 $ 3,841.87 2.750 000 0-Xxx-00
0000000 XXXXX XX 00000 SFD 5.875 5.625 $ 2,683.05 2.750 360 1-Dec-31
5937690 XXXXXXXXX XX 00000 SFD 5.500 5.250 $ 2,121.26 2.750 360 1-Dec-31
5976292 XX XXXXXX XXXXX XX 00000 SFD 5.625 5.375 $ 1,813.32 2.750 360 1-Dec-31
5994837 XXXXXXXXXX XX 00000 SFD 6.125 5.875 $ 1,974.74 2.750 360 1-Oct-31
6015644 XXXXXXX XX 00000 SFD 6.125 5.875 $ 3,038.06 2.750 360 1-Dec-31
6021200 XXXXXXXX XX 00000 SFD 5.750 5.500 $ 2,731.13 2.750 360 1-Dec-31
6021533 XXXXXX XX 00000 LCO 5.875 5.625 $ 1,925.11 2.750 360 1-Dec-31
8832546 XXXXXXXX XX 00000 SFD 6.250 6.000 $ 4,002.16 2.750 360 1-Sep-31
8881655 XXXXXXXX XX 00000 SFD 6.750 6.500 $ 2,352.72 2.750 360 1-Oct-31
8899875 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 3,387.25 2.750 360 1-Sep-31
8906225 XXXXXX XX 00000 SFD 6.750 6.500 $ 5,480.65 2.750 360 1-Oct-31
9189092 XXXXX XXXXXX XXXX XX 00000 SFD 6.375 6.125 $ 4,379.57 2.750 360 1-Nov-31
9225111 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,510.02 2.750 360 1-Nov-31
9273772 XXX XXXX XX 00000 SFD 6.750 6.500 $ 2,432.25 2.750 360 1-Nov-31
9290214 XXXXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,168.26 2.750 360 1-Dec-31
9298746 XXXXXXXX XXXXXXX XX 00000 LCO 6.000 5.750 $ 2,002.50 2.750 360 1-Dec-31
9315474 XXXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,033.93 2.750 360 1-Nov-31
9330024 XXXXXXXX XX 00000 SFD 6.625 6.375 $ 2,891.01 2.750 360 1-Nov-31
9332624 XXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,318.36 2.750 360 1-Nov-31
9332659 XXXXXXX XXXXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 4,130.01 2.750 360 1-Nov-31
9332946 XXX XXXX XX 00000 SFD 6.375 6.125 $ 3,033.57 2.750 360 1-Oct-31
9335399 XXXXXX XX 00000 SFD 6.625 6.375 $ 2,842.98 2.750 360 1-Dec-31
9338066 XXXXXXXX XX 00000 SFD 6.250 6.000 $ 2,110.68 2.750 360 1-Nov-31
0000000 XX XXXXXXXXX XXXX XX 00000 SFD 6.875 6.625 $ 2,502.90 2.750 360 1-Nov-31
9339998 XXX XXXX XX 00000 SFD 6.625 6.375 $ 2,996.66 2.750 360 1-Nov-31
9343453 XXXXX XXX XXXX XX 00000 SFD 6.750 6.500 $ 2,289.56 2.750 360 1-Dec-31
9346758 XXX XXXXXXX XX 00000 SFD 6.125 5.875 $ 4,921.65 2.750 360 1-Dec-31
9348561 XXXXXXXX XX 00000 SFD 6.375 6.125 $ 2,857.33 2.750 360 1-Dec-31
9353174 XXXXXXX XX 00000 SFD 6.750 6.500 $ 2,594.40 2.750 360 1-Dec-31
0000000 XXXX XX XXXX(XXXX XX 00000 SFD 6.625 6.375 $ 3,572.94 2.750 360 1-Dec-31
9358515 XXXXXX XXXX XX 00000 SFD 6.750 6.500 $ 2,247.40 2.750 360 1-Dec-31
9359290 XXXXXX XX 00000 SFD 6.250 6.000 $ 2,093.44 2.750 360 1-Dec-31
9361834 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,041.58 2.750 360 1-Nov-31
9363788 XXXXXX XX 00000 HCO 6.500 6.250 $ 2,218.56 2.750 360 1-Dec-31
9363893 XXXXXXXX XX 00000 SFD 6.500 6.250 $ 2,844.31 2.750 360 1-Dec-31
9364450 XXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,232.13 2.750 360 1-Nov-31
0000000 XX XXXXX XXXX XX 00000 SFD 5.750 5.500 $ 2,742.21 2.750 360 1-Dec-31
9444306 XXX XXXXXXX XX 00000 SFD 6.625 6.375 $ 2,945.43 2.750 360 1-Dec-31
9471408 XXX XXXXX XX 00000 SFD 6.500 6.250 $ 1,489.58 2.750 360 1-Dec-31
9868636 XXXXXXXXXX XXXX XX 00000 SFD 6.500 6.250 $ 3,217.23 2.750 360 1-Dec-31
9869063 XXXXXXX IN 46530 SFD 6.125 5.875 $ 2,187.40 2.750 360 1-Nov-31
COUNT: 251
WAC: 6.4519067
WAM: 359.6995824
WALTV: 66.06362476
WFMBS
WFMBS 2001-34 EXHIBIT F-3 Group III Loans (continued)
7/1 ARM LOANS
(i) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii)
-------- --------------- ------ ---------- ------ ----------- --------- ----------- -------
CUT-OFF
MORTGAGE DATE NEXT MORTGAGE
LOAN PRINCIPAL ADJUSTMENT LIFE CONVERTIBLE INSURANCE SERVICE
NUMBER BALANCE LTV DATE CAP LOANS CODE INDEX FEE
-------- --------------- ------ ---------- ------ ----------- --------- ----------- -------
3847088 $ 394,283.89 64.75 1-Oct-08 11.50 N 1CM 0.250
3851260 $ 435,247.11 65.56 1-Oct-08 11.75 N 1CM 0.250
4245827 $ 580,000.00 61.05 1-Dec-08 11.63 N 1CM 0.250
4265587 $ 471,800.00 74.89 1-Dec-08 11.38 N 1CM 0.250
4266405 $ 610,000.00 73.23 1-Dec-08 10.88 N 1CM 0.250
4281239 $ 456,000.00 74.03 1-Dec-08 11.63 N 1CM 0.250
4281872 $ 1,400,000.00 70.98 1-Dec-08 11.13 N 1CM 0.250
4287544 $ 555,400.00 62.03 1-Dec-08 10.25 N 1CM 0.250
4293211 $ 978,135.43 70.00 1-Oct-08 11.25 N 1CM 0.250
4294725 $ 650,000.00 68.42 1-Dec-08 10.25 N 1CM 0.250
4305093 $ 624,598.54 80.00 1-Nov-08 10.88 N 1CM 0.250
4306227 $ 368,000.00 80.00 1-Dec-08 10.38 N 1CM 0.250
4308726 $ 1,200,000.00 52.17 1-Dec-08 10.75 N 1CM 0.250
4310362 $ 463,616.00 80.00 1-Dec-08 11.50 N 1CM 0.250
4312550 $ 646,402.00 80.00 1-Dec-08 10.88 N 1CM 0.250
4315537 $ 310,938.56 80.00 1-Nov-08 11.88 N 1CM 0.250
4315550 $ 337,500.00 90.00 1-Dec-08 11.63 N 11 1CM 0.250
4318098 $ 354,102.26 79.98 1-Nov-08 11.88 N 1CM 0.250
4320429 $ 918,000.00 75.00 1-Dec-08 10.75 N 1CM 0.250
4321911 $ 876,744.49 65.00 1-Nov-08 11.75 N 1CM 0.250
4322548 $ 480,000.00 51.89 1-Dec-08 11.50 N 1CM 0.250
4326061 $ 356,398.42 68.65 1-Oct-08 11.88 N 1CM 0.250
4329820 $ 490,000.00 70.00 1-Dec-08 11.88 N 1CM 0.250
4330534 $ 400,000.00 47.68 1-Dec-08 10.38 N 1CM 0.250
4331552 $ 394,317.92 56.03 1-Oct-08 11.75 N 1CM 0.250
4331751 $ 545,526.00 80.00 1-Dec-08 10.88 N 1CM 0.250
4333218 $ 483,333.49 75.00 1-Nov-08 11.75 N 1CM 0.250
4334995 $ 409,601.50 71.93 1-Nov-08 11.13 N 1CM 0.250
4335361 $ 430,628.92 74.31 1-Nov-08 11.75 N 1CM 0.250
4336371 $ 496,000.00 80.00 1-Dec-08 11.75 N 1CM 0.250
4336629 $ 404,000.00 68.13 1-Dec-08 11.88 N 1CM 0.250
4337835 $ 325,000.00 54.17 1-Dec-08 11.13 N 1CM 0.250
4339378 $ 386,133.27 54.82 1-Nov-08 11.25 N 1CM 0.250
4339714 $ 649,000.00 59.71 1-Dec-08 11.88 N 1CM 0.250
4340085 $ 650,000.00 67.71 1-Dec-08 11.88 N 1CM 0.250
4340341 $ 379,222.62 80.00 1-Nov-08 11.00 N 1CM 0.250
4340728 $ 549,000.00 69.49 1-Nov-08 11.88 N 1CM 0.250
4341167 $ 400,000.00 61.54 1-Dec-08 10.75 N 1CM 0.250
4341579 $ 875,000.00 58.33 1-Dec-08 11.63 N 1CM 0.250
4341940 $ 900,000.00 49.94 1-Dec-08 11.63 N 1CM 0.250
4342102 $ 956,000.00 35.41 1-Dec-08 11.63 N 1CM 0.250
4342584 $ 400,000.00 75.47 1-Dec-08 11.38 N 1CM 0.250
4342615 $ 1,000,000.00 62.50 1-Dec-08 11.50 N 1CM 0.250
4342791 $ 380,950.00 79.97 1-Dec-08 11.38 N 1CM 0.250
4343162 $ 483,000.00 52.22 1-Dec-08 11.63 N 1CM 0.250
4343293 $ 800,000.00 57.14 1-Dec-08 11.63 N 1CM 0.250
4343428 $ 468,000.00 62.40 1-Dec-08 11.63 N 1CM 0.250
4343897 $ 395,000.00 35.91 1-Dec-08 11.63 N 1CM 0.250
4344372 $ 574,099.01 69.53 1-Dec-08 11.25 N 1CM 0.250
4345471 $ 358,044.00 59.67 1-Dec-08 11.50 N 1CM 0.250
4345972 $ 306,400.00 80.00 1-Dec-08 10.88 N 1CM 0.250
4347212 $ 376,559.00 75.31 1-Dec-08 11.38 N 1CM 0.250
4348134 $ 588,000.00 50.04 1-Dec-08 11.38 N 1CM 0.250
4348197 $ 500,000.00 73.53 1-Dec-08 11.38 N 1CM 0.250
4348230 $ 415,000.00 63.36 1-Dec-08 11.50 N 1CM 0.250
4348373 $ 747,500.00 65.00 1-Dec-08 11.63 N 1CM 0.250
4349425 $ 400,000.00 63.49 1-Dec-08 11.75 N 1CM 0.250
4350596 $ 472,500.00 54.37 1-Dec-08 11.50 N 1CM 0.250
4350624 $ 365,250.00 41.13 1-Dec-08 11.63 N 1CM 0.250
4350681 $ 400,000.00 75.90 1-Dec-08 10.75 N 1CM 0.250
4350996 $ 370,480.75 80.00 1-Nov-08 11.75 N 1CM 0.250
4352138 $ 374,677.14 73.17 1-Nov-08 11.75 N 1CM 0.250
4352516 $ 464,000.00 80.00 1-Dec-08 11.88 N 1CM 0.250
4353120 $ 910,000.00 70.00 1-Dec-08 11.25 N 1CM 0.250
4353315 $ 320,000.00 64.00 1-Dec-08 11.25 N 1CM 0.250
4354658 $ 138,750.00 75.00 1-Nov-08 11.88 N 1CM 0.250
4354869 $ 329,600.00 79.42 1-Dec-08 11.75 N 1CM 0.250
4355927 $ 470,563.76 85.64 1-Nov-08 11.38 N 11 1CM 0.250
4355946 $ 375,000.00 54.74 1-Dec-08 11.50 N 1CM 0.250
4357348 $ 497,000.00 72.03 1-Dec-08 11.63 N 1CM 0.250
4361680 $ 625,000.00 59.52 1-Dec-08 10.88 N 1CM 0.250
4361863 $ 420,000.00 80.00 1-Dec-08 11.63 N 1CM 0.250
4362549 $ 525,000.00 63.25 1-Dec-08 11.88 N 1CM 0.250
4362651 $ 500,000.00 55.87 1-Dec-08 11.38 N 1CM 0.250
4362806 $ 590,411.65 65.67 1-Nov-08 11.00 N 1CM 0.250
4363135 $ 420,000.00 80.00 1-Dec-08 11.75 N 1CM 0.250
4363143 $ 964,400.00 58.38 1-Dec-08 11.50 N 1CM 0.250
4363181 $ 700,000.00 48.28 1-Dec-08 11.50 N 1CM 0.250
4363797 $ 385,000.00 70.00 1-Dec-08 11.63 N 1CM 0.250
4363816 $ 907,000.00 69.77 1-Dec-08 11.75 N 1CM 0.250
4364062 $ 422,208.59 44.48 1-Nov-08 11.38 N 1CM 0.250
4364073 $ 406,640.91 72.68 1-Nov-08 11.63 N 1CM 0.250
4365042 $ 302,500.00 54.75 1-Dec-08 11.38 N 1CM 0.250
4366691 $ 414,500.00 78.21 1-Dec-08 11.50 N 1CM 0.250
4366716 $ 317,700.00 68.18 1-Dec-08 11.88 N 1CM 0.250
4367090 $ 520,243.00 79.91 1-Dec-08 11.38 N 1CM 0.250
4367254 $ 424,000.00 54.01 1-Dec-08 11.75 N 1CM 0.250
4367289 $ 495,000.00 65.56 1-Dec-08 11.50 N 1CM 0.250
4368290 $ 338,950.68 89.99 1-Nov-08 11.63 N 01 1CM 0.250
4368602 $ 359,697.55 75.16 1-Nov-08 11.88 N 1CM 0.250
4368997 $ 510,000.00 80.00 1-Dec-08 10.63 N 1CM 0.250
4369862 $ 318,000.00 60.92 1-Dec-08 11.50 N 1CM 0.250
4370013 $ 500,000.00 55.56 1-Dec-08 11.38 N 1CM 0.250
4370047 $ 422,000.00 74.69 1-Dec-08 11.75 N 1CM 0.250
4372993 $ 574,000.00 71.75 1-Dec-08 11.50 N 1CM 0.250
4373254 $ 312,000.00 80.00 1-Dec-08 11.13 N 1CM 0.250
4373535 $ 500,000.00 77.52 1-Dec-08 10.88 N 1CM 0.250
4373843 $ 495,000.00 66.89 1-Dec-08 11.25 N 1CM 0.250
4374874 $ 308,000.00 80.00 1-Dec-08 11.13 N 1CM 0.250
4375148 $ 650,000.00 48.15 1-Dec-08 11.75 N 1CM 0.250
4375161 $ 392,000.00 73.27 1-Dec-08 11.75 N 1CM 0.250
4375818 $ 343,239.43 40.90 1-Nov-08 11.50 N 1CM 0.250
4376063 $ 391,200.00 80.00 1-Dec-08 11.88 N 1CM 0.250
4377224 $ 612,000.00 80.00 1-Dec-08 11.63 N 1CM 0.250
4377295 $ 378,600.00 79.71 1-Dec-08 11.50 N 1CM 0.250
4377420 $ 541,000.00 63.27 1-Dec-08 11.13 N 1CM 0.250
4377456 $ 486,848.66 66.30 1-Nov-08 11.38 N 1CM 0.250
4380270 $ 965,000.00 49.49 1-Dec-08 11.25 N 1CM 0.250
4380338 $ 391,800.00 49.97 1-Dec-08 11.88 N 1CM 0.250
4381712 $ 327,250.00 85.00 1-Dec-08 11.38 N 24 1CM 0.250
4382507 $ 348,000.00 80.00 1-Dec-08 11.75 N 1CM 0.250
4382871 $ 480,000.00 58.54 1-Dec-08 11.38 N 1CM 0.250
4383845 $ 361,000.00 77.63 1-Dec-08 11.50 N 1CM 0.250
4384003 $ 350,750.00 68.11 1-Dec-08 11.75 N 1CM 0.250
4384018 $ 328,000.00 61.89 1-Dec-08 11.88 N 1CM 0.250
4384884 $ 502,000.00 66.93 1-Dec-08 11.50 N 1CM 0.250
4385516 $ 391,000.00 75.92 1-Dec-08 11.75 N 1CM 0.250
4386880 $ 995,000.00 58.53 1-Dec-08 11.63 N 1CM 0.250
4388266 $ 468,000.00 80.00 1-Dec-08 11.63 N 1CM 0.250
4389251 $ 497,000.00 70.00 1-Dec-08 11.88 N 1CM 0.250
4389804 $ 641,047.59 80.00 1-Nov-08 11.75 N 1CM 0.250
4389880 $ 594,562.02 62.64 1-Nov-08 11.50 N 1CM 0.250
4390016 $ 650,000.00 68.42 1-Dec-08 11.25 N 1CM 0.250
4390063 $ 506,900.00 78.59 1-Dec-08 11.88 N 1CM 0.250
4390247 $ 363,750.00 75.00 1-Dec-08 11.75 N 1CM 0.250
4390800 $ 345,000.00 46.00 1-Dec-08 11.38 N 1CM 0.250
4391024 $ 460,000.00 32.06 1-Dec-08 11.63 N 1CM 0.250
4391191 $ 926,000.00 59.36 1-Dec-08 11.88 N 1CM 0.250
4391241 $ 650,000.00 68.42 1-Dec-08 10.63 N 1CM 0.250
4392176 $ 310,000.00 64.58 1-Dec-08 11.75 N 1CM 0.250
4392560 $ 376,500.00 65.71 1-Dec-08 11.63 N 1CM 0.250
4392617 $ 310,000.00 43.66 1-Dec-08 11.50 N 1CM 0.250
4392688 $ 314,000.00 74.76 1-Dec-08 11.50 N 1CM 0.250
4392757 $ 372,000.00 80.00 1-Dec-08 11.75 N 1CM 0.250
4392821 $ 375,000.00 70.09 1-Dec-08 11.63 N 1CM 0.250
4393360 $ 452,000.00 80.00 1-Dec-08 11.50 N 1CM 0.250
4393565 $ 399,655.61 89.89 1-Nov-08 11.75 N 11 1CM 0.250
4394970 $ 411,200.00 80.00 1-Dec-08 10.38 N 1CM 0.250
4394991 $ 460,000.00 61.33 1-Dec-08 11.88 N 1CM 0.250
4395412 $ 378,500.00 75.70 1-Dec-08 11.50 N 1CM 0.250
4395799 $ 695,000.00 27.25 1-Dec-08 11.75 N 1CM 0.250
4396039 $ 477,500.00 68.21 1-Dec-08 11.63 N 1CM 0.250
4396110 $ 339,700.02 80.00 1-Nov-08 11.63 N 1CM 0.250
4396350 $ 594,487.72 70.00 1-Nov-08 11.75 N 1CM 0.250
4396871 $ 448,000.00 57.44 1-Dec-08 11.75 N 1CM 0.250
4397046 $ 360,000.00 75.00 1-Dec-08 11.63 N 1CM 0.250
4397264 $ 321,444.72 79.99 1-Nov-08 11.25 N 1CM 0.250
4397838 $ 437,000.00 72.83 1-Dec-08 11.63 N 1CM 0.250
4397899 $ 410,000.00 75.93 1-Dec-08 11.75 N 1CM 0.250
4398212 $ 342,500.00 61.16 1-Dec-08 11.38 N 1CM 0.250
4398237 $ 422,000.00 68.06 1-Dec-08 11.63 N 1CM 0.250
4398748 $ 385,000.00 62.10 1-Dec-08 11.38 N 1CM 0.250
4398959 $ 312,000.00 80.00 1-Dec-08 11.50 N 1CM 0.250
4399739 $ 391,654.15 74.67 1-Nov-08 11.63 N 1CM 0.250
4399775 $ 336,800.00 80.00 1-Dec-08 10.38 N 1CM 0.250
4399984 $ 350,000.00 66.67 1-Dec-08 11.50 N 1CM 0.250
4400547 $ 480,000.00 56.47 1-Dec-08 11.13 N 1CM 0.250
4400691 $ 390,000.00 75.00 1-Dec-08 11.75 N 1CM 0.250
4401662 $ 342,000.00 48.17 1-Dec-08 11.75 N 1CM 0.250
4401663 $ 348,000.00 80.00 1-Dec-08 11.63 N 1CM 0.250
4401669 $ 422,000.00 75.36 1-Dec-08 11.63 N 1CM 0.250
4401677 $ 305,000.00 69.95 1-Dec-08 11.75 N 1CM 0.250
4401751 $ 535,000.00 66.88 1-Dec-08 11.75 N 1CM 0.250
4403186 $ 397,000.00 49.63 1-Dec-08 11.75 N 1CM 0.250
4404969 $ 935,200.00 63.40 1-Dec-08 11.88 N 1CM 0.250
4405435 $ 341,000.00 79.30 1-Dec-08 11.63 N 1CM 0.250
4405854 $ 344,000.00 80.00 1-Dec-08 11.63 N 1CM 0.250
4406643 $ 315,000.00 57.80 1-Dec-08 11.63 N 1CM 0.250
4406689 $ 775,000.00 69.51 1-Dec-08 11.63 N 1CM 0.250
4406701 $ 436,500.00 39.68 1-Dec-08 11.75 N 1CM 0.250
4406784 $ 525,000.00 52.50 1-Dec-08 11.75 N 1CM 0.250
4409207 $ 496,000.00 80.00 1-Dec-08 11.50 N 1CM 0.250
4409341 $ 341,400.00 61.51 1-Dec-08 11.25 N 1CM 0.250
4410598 $ 449,593.19 61.62 1-Nov-08 11.50 N 1CM 0.250
4410810 $ 317,000.00 68.91 1-Dec-08 11.88 N 1CM 0.250
4411139 $ 272,800.00 80.00 1-Dec-08 11.88 N 1CM 0.250
4411769 $ 337,000.00 68.78 1-Dec-08 11.50 N 1CM 0.250
4411871 $ 369,000.00 51.54 1-Dec-08 11.50 N 1CM 0.250
4411954 $ 560,000.00 58.33 1-Dec-08 11.38 N 1CM 0.250
4413824 $ 392,000.00 80.00 1-Dec-08 10.25 N 1CM 0.250
4413877 $ 406,000.00 43.66 1-Dec-08 11.75 N 1CM 0.250
4414640 $ 311,711.02 77.23 1-Nov-08 11.38 N 1CM 0.250
4415040 $ 875,000.00 58.33 1-Dec-08 11.75 N 1CM 0.250
4415796 $ 315,000.00 57.27 1-Dec-08 11.13 N 1CM 0.250
4417882 $ 412,000.00 68.10 1-Dec-08 11.75 N 1CM 0.250
4418044 $ 517,000.00 53.03 1-Dec-08 11.75 N 1CM 0.250
4418301 $ 365,000.00 48.67 1-Dec-08 11.75 N 1CM 0.250
4418369 $ 598,500.00 63.00 1-Dec-08 11.63 N 1CM 0.250
4419049 $ 1,000,000.00 72.73 1-Dec-08 11.00 N 1CM 0.250
4421176 $ 749,000.00 50.78 1-Dec-08 11.75 N 1CM 0.250
4421782 $ 515,000.00 57.22 1-Dec-08 11.38 N 1CM 0.250
4424519 $ 425,000.00 50.90 1-Dec-08 11.38 N 1CM 0.250
4425075 $ 370,000.00 67.27 1-Dec-08 11.38 N 1CM 0.250
4426305 $ 370,000.00 79.74 1-Dec-08 11.38 N 1CM 0.250
4426805 $ 403,500.00 56.04 1-Dec-08 10.75 N 1CM 0.250
4427638 $ 908,000.00 33.63 1-Dec-08 11.38 N 1CM 0.250
4432251 $ 338,000.00 66.80 1-Dec-08 11.25 N 1CM 0.250
4434427 $ 455,200.00 79.17 1-Dec-08 11.63 N 1CM 0.250
4438790 $ 330,000.00 58.41 1-Dec-08 11.50 N 1CM 0.250
4600300 $ 449,602.97 68.18 1-Nov-08 11.63 N 1CM 0.250
4674842 $ 381,255.03 80.00 1-Nov-08 11.50 N 1CM 0.250
4696837 $ 569,472.07 71.24 1-Nov-08 11.38 N 1CM 0.250
4757100 $ 349,705.96 88.61 1-Nov-08 11.88 N 24 1CM 0.250
4774394 $ 349,667.91 77.80 1-Nov-08 11.25 N 1CM 0.250
4781837 $ 457,565.44 89.80 1-Nov-08 11.25 N 06 1CM 0.250
4785200 $ 389,608.14 67.83 1-Nov-08 11.50 N 1CM 0.250
4980363 $ 318,019.17 64.96 1-Nov-08 11.63 N 1CM 0.250
4996641 $ 303,631.87 67.53 1-Nov-08 11.63 N 1CM 0.250
5463344 $ 359,690.05 63.72 1-Nov-08 11.75 N 1CM 0.250
5781356 $ 599,470.63 75.00 1-Nov-08 11.63 N 1CM 0.250
5918921 $ 453,572.00 80.00 1-Dec-08 10.88 N 1CM 0.250
5937690 $ 373,600.00 80.00 1-Dec-08 10.50 N 1CM 0.250
5976292 $ 315,000.00 59.21 1-Dec-08 10.63 N 1CM 0.250
5994837 $ 324,366.61 72.22 1-Oct-08 11.13 N 1CM 0.250
6015644 $ 500,000.00 79.40 1-Dec-08 11.13 N 1CM 0.250
6021200 $ 468,000.00 72.56 1-Dec-08 10.75 N 1CM 0.250
6021533 $ 325,440.00 80.00 1-Dec-08 10.88 N 1CM 0.250
8832546 $ 648,140.12 67.01 1-Sep-08 11.25 N 1CM 0.250
8881655 $ 362,113.63 80.00 1-Oct-08 11.75 N 1CM 0.250
8899875 $ 527,592.06 62.24 1-Sep-08 11.63 N 1CM 0.250
8906225 $ 843,540.86 62.59 1-Oct-08 11.75 N 1CM 0.250
9189092 $ 701,349.81 50.14 1-Nov-08 11.38 N 1CM 0.250
9225111 $ 391,654.15 70.00 1-Nov-08 11.63 N 1CM 0.250
9273772 $ 374,677.13 60.48 1-Nov-08 11.75 N 1CM 0.250
9290214 $ 347,550.00 69.51 1-Dec-08 11.38 N 1CM 0.250
9298746 $ 334,000.00 66.80 1-Dec-08 11.00 N 1CM 0.250
9315474 $ 479,566.07 76.19 1-Nov-08 11.50 N 1CM 0.250
9330024 $ 451,101.65 70.00 1-Nov-08 11.63 N 1CM 0.250
9332624 $ 524,525.39 52.50 1-Nov-08 11.50 N 1CM 0.250
9332659 $ 644,430.93 60.00 1-Nov-08 11.63 N 1CM 0.250
9332946 $ 485,346.87 52.01 1-Oct-08 11.38 N 1CM 0.250
9335399 $ 444,000.00 64.82 1-Dec-08 11.63 N 1CM 0.250
9338066 $ 342,474.74 56.66 1-Nov-08 11.25 N 1CM 0.250
9339721 $ 380,679.91 69.27 1-Nov-08 11.88 N 1CM 0.250
9339998 $ 467,587.09 74.29 1-Nov-08 11.63 N 1CM 0.250
9343453 $ 353,000.00 50.43 1-Dec-08 11.75 N 1CM 0.250
9346758 $ 810,000.00 68.94 1-Dec-08 11.13 N 1CM 0.250
9348561 $ 458,000.00 62.08 1-Dec-08 11.38 N 1CM 0.250
9353174 $ 400,000.00 56.50 1-Dec-08 11.75 N 1CM 0.250
9357613 $ 558,000.00 78.59 1-Dec-08 11.63 N 1CM 0.250
9358515 $ 346,500.00 43.31 1-Dec-08 11.75 N 1CM 0.250
9359290 $ 340,000.00 69.39 1-Dec-08 11.25 N 1CM 0.250
9361834 $ 322,708.00 74.25 1-Nov-08 11.50 N 1CM 0.250
9363788 $ 351,000.00 90.00 1-Dec-08 11.50 N 12 1CM 0.250
9363893 $ 450,000.00 67.37 1-Dec-08 11.50 N 1CM 0.250
9364450 $ 348,292.43 61.16 1-Nov-08 11.63 N 1CM 0.250
9441613 $ 469,900.00 54.70 1-Dec-08 10.75 N 1CM 0.250
9444306 $ 460,000.00 73.60 1-Dec-08 11.63 N 1CM 0.250
9471408 $ 275,000.00 74.12 1-Dec-08 11.50 N 1CM 0.250
9868636 $ 509,000.00 54.15 1-Dec-08 11.50 N 1CM 0.250
9869063 $ 359,650.10 80.00 1-Nov-08 11.13 N 1CM 0.250
$120,304,899.38
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
----------------
Name of Mortgagor: ____________________________________
Servicer
Loan No.: ____________________________________
Custodian/Trustee
-----------------
Name: ____________________________________
Address: ____________________________________
____________________________________
Custodian/Trustee
Mortgage File No.: ____________________________________
Seller
------
Name: ____________________________________
Address: ____________________________________
____________________________________
Certificates: Mortgage Pass-Through Certificates,
Series 2001-34
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 2001-34, the documents referred to below (the
"Documents"). All capitalized terms not otherwise defined in this Request for
Release shall have the meanings given them in the Pooling and Servicing
Agreement dated as of December 21, 2001 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
() 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 Trustee 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 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 2001-34, Class I-A-R
Certificate (the "Class I-A-R Certificate") for the account of, or as agent
(including a broker, nominee, or other middleman) for, any person or entity from
which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a "disqualified organization" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities are subject to
tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class I-A-R
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class I-A-R Certificate in excess of cash flows generated by
the Class I-A-R Certificate.
6. That the Purchaser will not transfer the Class I-A-R Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class I-A-R Certificate
in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Trustee with an effective Internal
Revenue Service Form W-8ECI or successor form at the time and in the manner
required by the Code or (iii) is a Non-U.S. Person that has delivered to both
the transferor and the Trustee an opinion of a nationally recognized tax counsel
to the effect that the transfer of the Class I-A-R 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 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 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 Certificate]
[Date]
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Re: Wells Fargo Asset Securities Corporation,
Series 2001-34, Class I-A-R
__________________________________
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
______________________
EXHIBIT J
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-34
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 2001-34,
Class [B-4] [B-5] [B-6] Certificates (the "Class [B-4] [B-5] [B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of December 21, 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"), and First Union National Bank, as trustee (the
"Trustee"), of Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2001-34.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [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 Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
(g) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [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 Trustee
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 Trustee shall require, in order to assure compliance with such laws, that
the Certificateholder's prospective transferee certify to the Seller and the
Trustee as to the factual basis for the registration or qualification exemption
relied upon, and (ii) unless the transferee is a "Qualified Institutional Buyer"
within the meaning of Rule 144A of the Act, the Trustee or the Seller may, if
such transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a holder
of the Certificates proposed to be transferred, require an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer or the Seller. Any such Certificateholder desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Master Servicer, any Paying Agent acting on behalf of the Trustee and the
Seller against any liability that may result if the transfer is not so exempt or
is not made in accordance with such federal and state laws.
(b) No transfer of a Class [B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trustee with a Transferee's
Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [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
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 2001-34, Class ____ (the "Class B Certificates"). The Class B
Certificates were issued pursuant to a Pooling and Servicing Agreement dated as
of December 21, 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 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 & 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 at least Aa2
by Moody's, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least P-1 by Moody's or 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 Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
or more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Wells Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-34." 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 2001-34
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
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WFHM Mid-Month Mid-Month
