_______________________________________________________________________________
XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of June 28, 2001
$312,174,606.53
Mortgage Pass-Through Certificates
Series 2001-16
_______________________________________________________________________________
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions..............................................................................
Section 1.02 Acts of Holders..........................................................................
Section 1.03 Effect of Headings and Table of Contents.................................................
Section 1.04 Benefits of Agreement....................................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.............................................................
Section 2.02 Acceptance by Trust Administrator........................................................
Section 2.03 Representations and Warranties of the Master Servicer and the Seller.....................
Section 2.04 Execution and Delivery of Certificates...................................................
Section 2.05 Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date...........................................................
Section 2.06 Optional Substitution of Mortgage Loans..................................................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account......................................................................
Section 3.02 Permitted Withdrawals from the Certificate Account.......................................
Section 3.03 Advances by Master Servicer and Trust Administrator......................................
Section 3.04 Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files...................................................
Section 3.05 Reports to the Trustee and the Trust Administrator; Annual Compliance Statements.........
Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan...............................
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions....................................................
Section 3.08 Oversight of Servicing...................................................................
Section 3.09 Termination and Substitution of Servicing Agreements.....................................
Section 3.10 Application of Net Liquidation Proceeds..................................................
Section 3.11 Act Reports..............................................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions............................................................................
Section 4.02 Allocation of Realized Losses............................................................
Section 4.03 Paying Agent.............................................................................
Section 4.04 Statements to Certificateholders;
Report to the Trust Administrator and the Seller.......................................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service...................................
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer.........................................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.........................................................................
Section 5.02 Registration of Certificates.............................................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates........................................
Section 5.04 Persons Deemed Owners....................................................................
Section 5.05 Access to List of Certificateholders' Names and Addresses................................
Section 5.06 Maintenance of Office or Agency..........................................................
Section 5.07 Definitive Certificates..................................................................
Section 5.08 Notices to Clearing Agency...............................................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer..........................................
Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.............................
Section 6.03 Limitation on Liability of the Seller, the Master Servicer and Others....................
Section 6.04 Resignation of the Master Servicer.......................................................
Section 6.05 Compensation to the Master Servicer......................................................
Section 6.06 Assignment or Delegation of Duties by Master Servicer....................................
Section 6.07 Indemnification of Trustee, the Trust Administrator and Seller by Master Servicer........
ARTICLE VII
DEFAULT
Section 7.01 Events of Default........................................................................
Section 7.02 Other Remedies of Trustee................................................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default..............................................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default..............................................
Section 7.05 Trust Administrator to Act; Appointment of Successor.....................................
Section 7.06 Notification to Certificateholders.......................................................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator............................................
Section 8.02 Certain Matters Affecting the Trustee and the Trust Administrator........................
Section 8.03 Neither Trustee nor Trust Administrator Required to Make Investigation...................
Section 8.04 Neither Trustee nor Trust Administrator Liable for Certificates or Mortgage Loans........
Section 8.05 Trustee and the Trust Administrator May Own Certificates.................................
Section 8.06 The Master Servicer to Pay Fees and Expenses.............................................
Section 8.07 Eligibility Requirements.................................................................
Section 8.08 Resignation and Removal..................................................................
Section 8.09 Successor................................................................................
Section 8.10 Merger or Consolidation..................................................................
Section 8.11 Authenticating Agent.....................................................................
Section 8.12 Separate Trustees and Co-Trustees........................................................
Section 8.13 Appointment of Custodians................................................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions............................................
Section 8.15 Monthly Advances.........................................................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans............................................
Section 9.02 Additional Termination Requirements......................................................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment................................................................................
Section 10.02 Recordation of Agreement.................................................................
Section 10.03 Limitation on Rights of Certificateholders...............................................
Section 10.04 Governing Law; Jurisdiction..............................................................
Section 10.05 Notices..................................................................................
Section 10.06 Severability of Provisions...............................................................
Section 10.07 Special Notices to Rating Agencies.......................................................
Section 10.08 Covenant of Seller.......................................................................
Section 10.09 Recharacterization.......................................................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate..........................................................
Section 11.02 Cut-Off Date.............................................................................
Section 11.03 Cut-Off Date Aggregate Principal Balance.................................................
Section 11.04 Original Class A Percentage..............................................................
Section 11.05 Original Principal Balances of the Classes of Class A Certificates.......................
Section 11.05(a) Original Class A-7-4 Notional Amount.....................................................
Section 11.05(b) Original Class A-7-5 Notional Amount.....................................................
Section 11.06 Original Class A Non-PO Principal Balance................................................
Section 11.07 Original Subordinated Percentage.........................................................
Section 11.08 Original Class B 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 Original Class B-1 Percentage............................................................
Section 11.16 Original Class B-2 Percentage............................................................
Section 11.17 Original Class B-3 Percentage............................................................
Section 11.18 Original Class B-4 Percentage............................................................
Section 11.19 Original Class B-5 Percentage............................................................
Section 11.20 Original Class B-6 Percentage............................................................
Section 11.21 Closing Date.............................................................................
Section 11.22 Right to Purchase........................................................................
Section 11.23 Wire Transfer Eligibility................................................................
Section 11.24 Single Certificate.......................................................................
Section 11.25 Servicing Fee Rate.......................................................................
Section 11.26 Master Servicing Fee Rate................................................................
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2001-16 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Type 1 Mortgage Loans
EXHIBIT F-2 - Schedule of Other Servicer Mortgage Loans
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - [Reserved]
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of June 28,
2001 executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX
FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES
TRUST COMPANY OF NEW YORK, as Trustee, and FIRST UNION NATIONAL BANK, as Trust
Administrator.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained,
the Seller, the Master Servicer, the Trustee and the Trust Administrator agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Directed Certificates: The Class A-3, Class A-4,
Class A-5 and Class A-6 Certificates.
Accretion Termination Date: For (a) the Class A-5
Certificates, the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Principal Balance of the Class A-7-2 Component
has been reduced to zero or (ii) the Subordination Depletion Date, (b) the Class
A-6 Certificates, the earlier to occur of (i) the Distribution Date following
the Distribution Date on which the Principal Balance of the Class A-5
Certificates has been reduced to zero or (ii) the Subordination Depletion Date,
(c) the Class A-7-1 Component, the earlier to occur of (i) the Distribution Date
following the Distribution Date on which the Principal Balances of the Class
A-3, Class A-4 and Class A-6 Certificates have been reduced to zero or (ii) the
Subordination Depletion Date, and (d) for the Class A-7-2 Component, the earlier
to occur of (i) the Distribution Date following the Distribution Date on which
the Principal Balances of the Class A-3 and Class A-4 Certificates and the Class
A-7-1 Component have been reduced to zero or (ii) the Subordination Depletion
Date.
Accrual Certificates: The Class A-5 and Class A-6
Certificates.
Accrual Component: The Class A-7-1 and Class A-7-2 Components.
Accrual Distribution Amount: As to any Distribution Date prior
to the applicable Accretion Termination Date and each Class of Accrual
Certificates and each Accrual Component, an amount equal to the sum of (i) the
Class A Interest Percentage of such Class of Accrual Certificates or Accrual
Component of the Current Class A Interest Distribution Amount and (ii) the Class
A Interest Shortfall Percentage of such Class of Accrual Certificates or Accrual
Component of the amount distributed in respect of the Classes of Class A
Certificates pursuant to Paragraph second of Section 4.01(a)(i) on such
Distribution Date. As to any Distribution Date on or after the applicable
Accretion Termination Date for such Class or Component, zero.
Adjusted Pool Amount: With respect to any Distribution Date,
the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum
of (i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates, (ii) the principal portion of all
Liquidated Loan Losses incurred on such Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off Date through the end of the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date and (iii) the principal portion of all
Bankruptcy Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the period corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans: the product of (i) the PO Fraction for each
such Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such
Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(z) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.
Adjusted Principal Balance: As to any Distribution Date and
any Class of Class B Certificates, the greater of (A) zero and (B) (i) the
Principal Balance of such Class with respect to such Distribution Date minus
(ii) the Adjustment Amount for such Distribution Date less the Principal
Balances for any Classes of Class B Certificates with higher numerical
designations.
Adjustment Amount: For any Distribution Date, the difference
between (A) the sum of the Class A Principal Balance and the Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Class A Principal Balance and the Class B Principal Balance as of the
Determination Date succeeding such Distribution Date, (ii) the principal portion
of Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Certificates with respect to such Distribution Date and
(iii) the aggregate amount that would have been distributed to all Classes as
principal in accordance with Section 4.01(a)(i) for such Distribution Date
without regard to the provisos in the definitions of Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class
B-6 Optimal Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution
Date, the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a)(i) on
such Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for all the Classes of Class A Certificates (other than the Class A-7
Certificates) and all the Components.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans during the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Fraud Losses: With respect to any
Distribution Date, the sum of all Fraud Losses incurred on any of the Mortgage
Loans for which Liquidation Proceeds were received during the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans for which Liquidation Proceeds were received during the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Aggregate Non-PO Principal Balance: With respect to any
Distribution Date, the sum of the Class A Non-PO Principal Balance and the Class
B Principal Balance as of such Distribution Date.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect
to the Mortgage Loans serviced by each Servicer and each of Full Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled
Principal Receipt Period specified on Schedule I hereto, as amended from time to
time by the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by
the Trust Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution
Date, (b) interest earned through the business day preceding the applicable
Distribution Date on any Prepayments in Full remitted to the Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the Servicers to the
Master Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however, that a
Bankruptcy Loss shall not be deemed a Bankruptcy Loss hereunder so long as the
applicable Servicer has notified the Master Servicer and the Trust Administrator
in writing that such Servicer is diligently pursuing any remedies that may exist
in connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to
the first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the
Subordination Depletion Date the Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book-Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency), as the case
may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates, Class A-6 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates, beneficial ownership and transfers of
which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday,
or (ii) a legal holiday in the City of New York, State of Iowa, State of
Maryland, State of Minnesota or State of North Carolina or (iii) a day on which
banking institutions in the City of New York, or the State of Iowa, State of
Maryland, State of Minnesota or State of North Carolina are authorized or
obligated by law or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and
maintained by the Master Servicer in the name of the Master Servicer on behalf
of the Trustee pursuant to Section 3.01. The Certificate Account shall be an
Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trust Administrator.
Certificate Register and Certificate Registrar: Respectively,
the register maintained pursuant to and the registrar provided for in Section
5.02. The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of the taking of any action under Articles VII or VIII, any
Certificate registered in the name of the Master Servicer, a Servicer or any
affiliate thereof shall be deemed not to be outstanding and the Voting Interest
evidenced thereby shall not be taken into account in determining whether the
requisite percentage of Certificates necessary to effect any such action has
been obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-PO
Certificates, Class A-R Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and
any Class of Class A Certificates (other than the Class A-5, Class A-6, Class
A-7 and Class A-PO Certificates), the amount distributable to such Class of
Class A Certificates pursuant to Paragraphs first, second and third clause (A)
of Section 4.01(a)(i). As to the Accrual Certificates, (a) as to any
Distribution Date prior to the applicable Accretion Termination Date, the amount
distributable to such Class of Accrual Certificates pursuant to the provisos in
Paragraphs first and second of Section 4.01(a)(i) and Paragraph third clause (A)
of Section 4.01(a)(i) and (b) as to any Distribution Date on or after the
applicable Accretion Termination Date, the amount distributable to such Class of
Accrual Certificates pursuant to Paragraphs first, second and third clause (A)
of Section 4.01(a)(i). As to the Class A-7 Certificates, the sum of (a) with
respect to the Class A-7-1 and Class A-7-2 Components, (i) as to any
Distribution Date prior to the applicable Accretion Termination Date, the amount
distributable to the Class A-7 Certificates with respect to such Component
pursuant to the provisos in Paragraphs first and second of Section 4.01(a)(i)
and Paragraph third clause (A) of Section 4.01(a)(i) and (ii) as to any
Distribution Date on or after the applicable Accretion Termination Date, the
amount distributable to the Class A-7 Certificates with respect to such
Component pursuant to Paragraphs first, second and third clause (A) of Section
4.01(a)(i), (b) with respect to the A-7-3 Component, the amount distributable to
the Class A-7 Certificates with respect to the A-7-3 Component pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a)(i), (c) with
respect to the Class A-7-4 and A-7-5 Components, the amount distributable to the
Class A-7 Certificates with respect to such Component pursuant to Paragraphs
first and second of Section 4.01(a)(i). As to any Distribution Date and the
Class A-PO Certificates, the amount distributable to the Class A-PO Certificates
pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date,
the rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date,
the sum of the Interest Accrual Amounts for the Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and
any Class of Class A Certificates (other than the Class A-7 and Class A-PO
Certificates) and any Component, the percentage calculated by dividing the
Interest Accrual Amount of such Class or Component (determined without regard to
clause (ii) of the definition thereof) by the Class A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Interest
Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date
and any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i), including, in the case of each Class of
Accrual Certificates and Class A-7 Certificates with respect to their Accrual
Components prior to the applicable Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof. As to any Distribution Date and Class A-7 Component, the
product of (a) the Class A Interest Shortfall Amount of the Class A-7
Certificates for such Distribution Date and (b) a fraction, the numerator of
which is the Interest Accrual Amount for such Component and the denominator of
which is the Interest Accrual Amount for the Class A-7 Certificates.
Class A Interest Shortfall Percentage: As to any Distribution
Date and any Class of Class A Certificates (other than the Class A-7
Certificates) or Component, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class or Component by the Aggregate Class A
Unpaid Interest Shortfall determined as of the Business Day preceding the
applicable Distribution Date.
Class A Loss Denominator: As to any Determination Date, an
amount equal to the sum of (i) the Principal Balances of the Class A
Certificates (other than the Accrual Certificates, the Class A-7 Certificates
and the Class A-PO Certificates) and the Class A-7-3 Component; (ii) with
respect to each Class of Accrual Certificates, the lesser of the Principal
Balance of such Class of Accrual Certificates and the Original Principal Balance
of such Class of Accrual Certificates, and (iii) with respect to each Accrual
Component, the lesser of the Principal Balance of such Accrual Component and the
Original Principal Balance of such Accrual Component.
Class A Loss Percentage: As to any Determination Date and any
Class of Class A Certificates (other than the Class A-7 and Class A-PO
Certificates) or Component then outstanding, the percentage calculated by
dividing the Principal Balance of such Class or Component (or, in the case of a
Class of Accrual Certificates or Accrual Component, the Original Principal
Balance of such Class or Component if lower) by the Class A Loss Denominator
(determined without regard to any such Principal Balance of any Class of Class A
Certificates or Component not then outstanding), in each case determined as of
the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date,
the sum for such Distribution Date of (i) the Class A Interest Accrual Amount,
(ii) the Aggregate Class A Unpaid Interest Shortfall, and (iii) the Class A
Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal
portion of the Monthly Payment due on the Due Date occurring in the
month of such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all
Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class A Prepayment Percentage of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for
such Distribution Date, was repurchased by the Seller pursuant to
Sections 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the
unpaid principal balance of such Mortgage Loan substituted for a
Mortgage Loan during the one month period ending on the day preceding
the Determination Date for such Distribution Date over the unpaid
principal balance of such Mortgage Loan, less the amount allocable to
the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such Mortgage Loan; and
(II) the Class A Prepayment Percentage of the Non-PO Recovery
for such Distribution Date.
Class A Non-PO Principal Amount: As to any Distribution Date,
the aggregate amount distributed in respect of the Class A Certificates pursuant
to Paragraph third clause (A) of Section 4.01(a)(i).
Class A Non-PO Principal Balance: As of any date, an amount
equal to the Class A Principal Balance less the Principal Balance of the Class
A-PO Certificates.
Class A Non-PO Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the sum of the Accrual Distribution Amounts,
if any, with respect to such Distribution Date and (ii) the Class A Non-PO
Principal Amount with respect to such Distribution Date.
Class A Pass-Through Rate: As to the Class A-2, Class A-5,
Class A-6, Class A-R and Class A-LR Certificates, the Class A Fixed Pass-Through
Rate. As to the Class A-1 Certificates, 6.125% per annum. As to the Class A-3
Certificates, 6.250% per annum. As to the Class A-4 Certificates, 6.375% per
annum. The Class A-7 Certificates consist of five Components and have no Class A
Pass-Through Rate. The Class A-PO Certificates are not entitled to interest and
have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on
or prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii)
the percentage obtained by dividing the Class A Non-PO Principal Balance
(determined as of the Determination Date preceding such Distribution Date) by
the Pool Balance (Non-PO Portion). As to any Distribution Date occurring
subsequent to the Subordination Depletion Date, 100% or such lesser percentage
which will cause the Class A Non-PO Principal Balance to decline to zero
following the distribution made on such Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to
and including the Distribution Date in June 2006, 100%. As to any Distribution
Date subsequent to June 2006 to and including the Distribution Date in June
2007, the Class A Percentage as of such Distribution Date plus 70% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to June 2007 to and including the Distribution Date in June
2008, the Class A Percentage as of such Distribution Date plus 60% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to June 2008 to and including the Distribution Date in June
2009, the Class A Percentage as of such Distribution Date plus 40% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to June 2009 to and including the Distribution Date in June
2010, the Class A Percentage as of such Distribution Date plus 20% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to June 2010, the Class A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to the Class A Certificates on any Distribution Date of the Class A
Prepayment Percentage provided above of Unscheduled Principal Receipts
distributable on such Distribution Date would reduce the Class A Non-PO
Principal Balance below zero, the Class A Prepayment Percentage for such
Distribution Date shall be the percentage necessary to bring the Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment Percentage shall
be zero and (ii) if the Class A Percentage as of any Distribution Date is
greater than the Original Class A Percentage, the Class A Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Class A Prepayment Percentage described in the second
through sixth sentences of this definition of Class A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Class A Prepayment Percentage for such Distribution Date will be determined
in accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Class A
Prepayment Percentage for the Distribution Date occurring in the June preceding
such Distribution Date (it being understood that for the purposes of the
determination of the Class A Prepayment Percentage for the current Distribution
Date, the current Class A Percentage and Subordinated Percentage shall be
utilized). No reduction in the Class A Prepayment Percentage referred to in the
second through sixth sentences hereof shall be applicable, with respect to any
Distribution Date if (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more (including for this purpose any
payments due with respect to Mortgage Loans in foreclosure and REO Mortgage
Loans) were greater than or equal to 50% of the current Class B Principal
Balance or (b) cumulative Realized Losses on the Mortgage Loans exceed (1) 30%
of the Original Class B Principal Balance if such Distribution Date occurs
between and including July 2006 and June 2007, (2) 35% of the Original Class B
Principal Balance if such Distribution Date occurs between and including July
2007 and June 2008, (3) 40% of the Original Class B Principal Balance if such
Distribution Date occurs between and including July 2008 and June 2009, (4) 45%
of the Original Class B Principal Balance if such Distribution Date occurs
between and including July 2009 and June 2010, and (5) 50% of the Original Class
B Principal Balance, if such Distribution Date occurs during or after July 2010.
With respect to any Distribution Date on which the Class A Prepayment Percentage
is reduced below the Class A Prepayment Percentage for the prior Distribution
Date, the Master Servicer shall certify to the Trust Administrator, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to
the sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-PO
Certificates, Class A-R Certificate and Class A-LR Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date
and any Class of Class A Certificates (other than the Class A-7 Certificates)
and any Component, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class or Component for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class (or in
the case of a Class of Accrual Certificates or Accrual Component) prior to the
applicable Accretion Termination Date, the amount included in the Accrual
Distribution Amount pursuant to clause (ii) of the definition thereof) on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i).
Class A-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-1 and
Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class
A-1 Certificate.
Class A-2 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-2 and
Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class
A-2 Certificate.
Class A-3 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-3 and
Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class
A-3 Certificate.
Class A-4 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-4 and
Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class
A-4 Certificate.
Class A-5 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-5 and
Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class
A-5 Certificate.
Class A-6 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-6 and
Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class
A-6 Certificate.
Class A-7 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-7 and
Exhibit C hereto.
Class A-7 Certificateholder: The registered holder of a Class
A-7 Certificate.
Class A-7 Component: Any of the Class A-7-1 Component, Class
A-7-2 Component, Class A-7-3 Component, Class A-7-4 Component or Class A-7-5
Component
Class A-7-4 Notional Amount: As to any Distribution Date, an
amount equal to 9.2592592593% of the Principal Balance of the Class A-1
Certificates.
Class A-7-5 Notional Amount: As to any Distribution Date, an
amount equal to the sum of the Principal Balances of the Class A-3 and Class A-4
Certificates.
Class A-L1 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L3 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LPO Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-LR and Exhibit C hereto.
Class A-LR Certificateholder: The registered holder of the
Class A-LR Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed
by the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-PO and
Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class
A-PO Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to
the Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class A-PO Optimal Principal Amounts for all
prior Distribution Dates exceeded the amounts distributed on the Class A-PO
Certificates on such prior Distribution Dates pursuant to Paragraph third clause
(B) of Section 4.01(a)(i) and (y) the sum of the product for each Discount
Mortgage Loan which became a Liquidated Loan at any time on or prior to the last
day of the Applicable Unscheduled Principal Receipt Period for Full Unscheduled
Principal Receipts for the current Distribution Date of (a) the PO Fraction for
such Discount Mortgage Loan and (b) an amount equal to the principal portion of
Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Mortgage Loan other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses and (B) the sum of (x)
the sum of the Class A-PO Recoveries for such Distribution Date and prior
Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Subordination Depletion Date, the Class A-PO Deferred Amount will
be zero. No interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum as to each Outstanding Mortgage
Loan, of the product of (x) the PO Fraction with respect to such Mortgage Loan
and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on
the Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than
Recoveries) that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan
which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such
Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class A-PO Recovery for such Distribution Date.
Class A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount
for such Distribution Date (calculated without regard to the Class A-PO Recovery
for such Distribution Date) and (b) an amount equal to the sum as to each
Mortgage Loan as to which there has been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with
respect to such Mortgage Loan and (y) the amount of the Recovery with respect to
such Mortgage Loan. As to any Distribution Date on or after the Subordination
Depletion Date, the amount determined in accordance with clause (b) above.
Class A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the
Class A-R Certificate.
Class B Certificate: Any one of the Class B-1 Certificates,
Class B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class
B-5 Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any
Distribution Date, the sum of the Interest Accrual Amounts for the Classes of
Class B Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution
Date and any Class of Class B Certificates, the percentage calculated by
dividing the Interest Accrual Amount of such Class (determined without regard to
clause (ii) of the definition thereof) by the Class B Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Interest
Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class B-1
Interest Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3
Interest Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5
Interest Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: With respect to any Determination
Date and any Class of Class B Certificates then outstanding, the percentage
calculated by dividing the Principal Balance of such Class by the Class B
Principal Balance (determined without regard to any Principal Balance of any
Class of Class B Certificates not then outstanding), in each case determined as
of the preceding Determination Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.750%
per annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class
B-2 Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage
or Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to
the sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
and Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class
B-1 Certificate.
Class B-1 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-1 Certificates pursuant
to Paragraphs fifth, sixth and seventh of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph fifth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-1 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Percentage by either (i)
if any Class B Certificates (other than the Class B-1 Certificates) are eligible
to receive principal distributions for such Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date,
the percentage calculated by multiplying the Subordinated Prepayment Percentage
by either (i) if any Class B Certificates (other than the Class B-1
Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination
Date, the Original Class B-1 Principal Balance. As of any subsequent
Determination Date, the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-1 Certificates are the
most subordinate Certificates outstanding, the Class B-1 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the Class A Principal Balance as of such
Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-1 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-1 Certificates on prior Distribution Dates
pursuant to Paragraph sixth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class
B-2 Certificate.
Class B-2 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-2 Certificates pursuant
to Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-2 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-2 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-2 Prepayment Percentage for such Distribution Date will
be zero.
Class B-2 Principal Balance: As to the first Determination
Date, the Original Class B-2 Principal Balance. As of any subsequent
Determination Date, the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-2 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-2 Certificates are the
most subordinate Certificates outstanding, the Class B-2 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance and
the Class B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-2 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-2 Certificates on prior Distribution Dates
pursuant to Paragraph ninth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class
B-3 Certificate.
Class B-3 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-3 Certificates pursuant
to Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-3 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-3 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-3 Prepayment Percentage for such Distribution Date will
be zero.
Class B-3 Principal Balance: As to the first Determination
Date, the Original Class B-3 Principal Balance. As of any subsequent
Determination Date, the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b); provided, however, if the Class B-3 Certificates
are the most subordinate Certificates outstanding, the Class B-3 Principal
Balance will equal the difference, if any, between the Adjusted Pool Amount as
of the preceding Distribution Date less the sum of the Class A Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-3 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-3 Certificates on prior Distribution Dates
pursuant to Paragraph twelfth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class
B-4 Certificate.
Class B-4 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-4 Certificates pursuant
to Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-4 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-4 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-4 Prepayment Percentage for such Distribution Date will
be zero.
Class B-4 Principal Balance: As to the first Determination
Date, the Original Class B-4 Principal Balance. As of any subsequent
Determination Date, the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b); provided, however, if the Class B-4 Certificates
are the most subordinate Certificates outstanding, the Class B-4 Principal
Balance will equal the difference, if any, between the Adjusted Pool Amount as
of the preceding Distribution Date less the sum of the Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-4 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-4 Certificates on prior Distribution Dates
pursuant to Paragraph fifteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class
B-5 Certificate.
Class B-5 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-5 Certificates pursuant
to Paragraphs seventeenth, eighteenth and nineteenth of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and (II) the Class B-5 Prepayment Percentage of the
Non-PO Recovery for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-5 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-5 Prepayment Percentage for such Distribution Date will
be zero.
Class B-5 Principal Balance: As to the first Determination
Date, the Original Class B-5 Principal Balance. As of any subsequent
Determination Date, the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-5 Certificates
pursuant to Section 4.02(b); provided, however, if the Class B-5 Certificates
are the most subordinate Certificates outstanding, the Class B-5 Principal
Balance will equal the difference, if any, between the Adjusted Pool Amount as
of the preceding Distribution Date less the sum of the Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance and the Class B-4 Principal Balance as of such
Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-5 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-5 Certificates on prior Distribution Dates
pursuant to Paragraph eighteenth of Section 4.01(a)(i).
Class B-6 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-6 and
Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class
B-6 Certificate.
Class B-6 Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-6 Certificates pursuant
to Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a)(i).
Class B-6 Interest Shortfall Amount: As to any Distribution
Date, any amount by which the Interest Accrual Amount of the Class B-6
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-6 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class B-6 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending
on the day preceding the Determination Date for such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during
the one month period ending on the day preceding the Determination Date
for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Class B-6 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for
such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-6 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination
Date, the Original Class B-6 Principal Balance. As of any subsequent
Determination Date, the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-6 Certificates pursuant to Section 4.02(b); provided, however, if
the Class B-6 Certificates are outstanding, the Class B-6 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution
Date, the amount, if any, by which the aggregate of the Class B-6 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class B-6 Certificates on prior Distribution Dates
pursuant to Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to
monthly distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the
Certificates, as set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended
from time to time, any successor statutes thereto, and applicable U.S.
Department of the Treasury temporary or final regulations promulgated
thereunder.
Compensating Interest: With respect to any Distribution Date,
the lesser of (a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled
Principal Balance for such Distribution Date and (b) the Available Master
Servicing Compensation for such Distribution Date.
Component: Any Class A-7 Component.
Component Rate: With respect to any Component (other than the
Class A-7-5 Component), 6.750% per annum. With respect to the Class A-7-5
Component, 0.42577683% per annum.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or Trustee, as the case may be, at which at any particular time
its corporate trust business shall be administered, which office with respect to
the Trust Administrator at the date of the execution of this instrument is
located at 000 Xxxxx Xxxxx Xxxxxx, XX 1179, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
and with respect to the Trustee, at the date of execution of this instrument is
located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class,
Classes, Component or Components as follows:
Corresponding Upper-Tier Class, Classes,
Uncertificated Lower-Tier Interest Component or Components
---------------------------------- -------------------------------------------
Class A-L1 Interest Class A-1 Certificates and Class A-7-4 Component
Class A-L2 Interest Class A-2 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7-1 Component, Class A-7-2 Component
and Class A-7-3 Component
Class A-L3 Interest Class A-3 Certificates, Class A-4 Certificates and Class
A-7-5 Component
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
Current Class A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Class A Certificates
pursuant to Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Class B
Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth,
seventeenth and twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates by the sum of the Class A Non-PO
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-4
Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the Principal Balance of the Class B-6 Certificates by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance. As to the
first Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from
time to time in effect between the Custodian named therein, the Seller, the
Master Servicer and the Trust Administrator, substantially in the form of
Exhibit E hereto, as the same may be amended or modified from time to time in
accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined
in each of the Servicing Agreements, with respect to the Mortgage Loans. In
determining whether the Custodial P&I Account under any Servicing Agreement is
"acceptable" to the Master Servicer (as may be required by the definition of
"Eligible Account" contained in the Servicing Agreements), the Master Servicer
shall require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter
the Custodian, if any, hereafter appointed by the Trust Administrator pursuant
to Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of the Trustee or Trust Administrator. Neither a Servicer, nor the
Seller nor the Master Servicer nor any Person directly or indirectly controlling
or controlled by or under common control with any such Person may be appointed
Custodian.
Cut-Off Date: The first day of the month of initial issuance
of the Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its
unpaid principal balance as of the close of business on the Cut-Off Date (but
without giving effect to any Unscheduled Principal Receipts received or applied
on the Cut-Off Date), reduced by all payments of principal due on or before the
Cut-Off Date and not paid, and increased by scheduled monthly payments of
principal due after the Cut-Off Date but received by the related Servicer on or
before the Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then-outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that results in a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of
each Certificate 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.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.750%.
Distribution Date: The 25th day of any month, beginning in the
month following the month of initial issuance of the Certificates, or if such
25th day is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the
month in which the Monthly Payment on such Mortgage Loan is scheduled to be
paid.
Eligible Account: One or more accounts (i) that are maintained
with a depository institution (which may be the Master Servicer) whose long-term
debt obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the
following obligations and securities which shall mature not later than the
Business Day preceding the Distribution Date next succeeding the date of such
investment, provided that such investments continue to qualify as "cash flow
investments" as defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and
credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated
in the highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as would
not result in the downgrading or withdrawal of the rating then assigned
to any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of
any state thereof and subject to supervision and examination by federal
and/or state banking authorities, provided that the commercial paper
and/or debt obligations of such depository institution or trust company
(or in the case of the principal depository institution in a holding
company system, the commercial paper or debt obligations of such
holding company) are then rated in the highest short-term or the
highest long-term rating category for such securities of each of the
Rating Agencies, or such lower rating categories as would not result in
the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating Agency
at the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United
States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in (iv)
above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America
or any state thereof which, at the time of such investment or
contractual commitment providing for such investment, are then rated in
the highest short-term or the highest long-term rating category by each
Rating Agency, or in such lower rating category as would not result in
the downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency
as would not result in the downgrading of the rating then assigned to
the Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at the date of investment of greater than
120% of the yield to maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the
Servicing Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Bankruptcy Loss is realized in the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, (i)
if the Aggregate Current Bankruptcy Losses with respect to such Distribution
Date exceed the then-applicable Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Aggregate
Current Bankruptcy Losses over the then-applicable Bankruptcy Loss Amount,
divided by (b) the Aggregate Current Bankruptcy Losses or (ii) if the Aggregate
Current Bankruptcy Losses with respect to such Distribution Date are less than
or equal to the then-applicable Bankruptcy Loss Amount, then zero. In addition,
any Bankruptcy Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Fraud Loss is realized and as to which
Liquidation Proceeds were received during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, (i) if the Aggregate Current Fraud Losses with respect to
such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution
Date and any Mortgage Loan as to which a Special Hazard Loss is realized and as
to which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, (i) if the Aggregate Current Special Hazard Losses with
respect to such Distribution Date exceed the then-applicable Special Hazard Loss
Amount, then the portion of such Special Hazard Loss represented by the ratio of
(a) the excess of the Aggregate Current Special Hazard Losses over the
then-applicable Special Hazard Loss Amount, divided by (b) the Aggregate Current
Special Hazard Losses, or (ii) if the Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Special Hazard Loss Amount, then zero. In addition, any Special
Hazard Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Special Hazard Loss.
FDIC: The Federal Deposit Insurance Corporation or any
successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final distribution in respect of the Certificates is made pursuant to Section
9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity
Date for each Class of Certificates is July 25, 2031, which corresponds to the
"latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.750%,
(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,
which will be determined on a loan by loan basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus the sum of (a), (b) and (c), which is
not assigned to and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan,
a per annum rate equal to the greater of (a) zero and (b) the Mortgage Interest
Rate on such Mortgage Loan minus the sum of (i) 6.750%, (ii) the applicable
Servicing Fee Rate and (iii) the Master Servicing Fee Rate.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud
in the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the
Cut-Off Date an amount equal to: (X) prior to the first anniversary of the
Cut-Off Date an amount equal to $6,243,492.13 minus the aggregate amount of
Fraud Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) since the Cut-Off Date, and (Y) from the first through fifth
anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Amount as of the most recent anniversary of the Cut-Off Date and (b)
1.00% of the aggregate outstanding principal balance of all of the Mortgage
Loans as of the most recent anniversary of the Cut-Off Date minus (2) the Fraud
Losses allocated solely to the Class B Certificates in accordance with Section
4.02(a) since the most recent anniversary of the Cut-Off Date. On and after the
Subordination Depletion Date or after the fifth anniversary of the Cut-Off Date
the Fraud Loss Amount shall be zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person,
such Person who (i) is in fact independent of the Seller, the Master Servicer
and any Servicer, (ii) does not have any direct financial interest or any
material indirect financial interest in the Seller or the Master Servicer or any
Servicer or in an affiliate of either, and (iii) is not connected with the
Seller, the Master Servicer or any Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating
to a Mortgage Loan or the Mortgage Loans, including any hazard insurance,
special hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to
any Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-7 and Class A-PO
Certificates), (i) the product of (a) 1/12th of the Class A Pass-Through Rate
for such Class and (b) the Principal Balance of such Class as of the
Determination Date immediately preceding such Distribution Date minus (ii) the
Class A Interest Percentage of such Class of (a) any Non-Supported Interest
Shortfall allocated to the Class A Certificates with respect to such
Distribution Date, (b) the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A
Certificates with respect to such Distribution Date pursuant to Section 4.02(e)
and (c) the interest portion of any Realized Losses (other than Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to
the Class A Certificates on or after the Subordination Depletion Date pursuant
to Section 4.02(e). The Interest Accrual Amount for the Class A-7 Certificates
will equal the sum of the Interest Accrual Amounts for the Class A-7-1
Component, the Class A-7-2 Component, the Class A-7-3 Component, the Class A-7-4
Component and the Class A-7-5 Component. The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Component, (i) the product
of (a) 1/12th of the Component Rate for such Component and (b) the Principal
Balance of such Component or, in the case of the Class A-7-4 Component and Class
A-7-5 Component, the Class A-7-4 Notional Amount and the Class A-7-5 Notional
Amount, respectively, as of the Determination Date immediately preceding such
Distribution Date minus (ii) the Class A Interest Percentage of such Component
of (a) any Non-Supported Interest Shortfall allocated to the Class A
Certificates with respect to such Distribution Date, (b) the interest portion of
any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class A Certificates with respect to such Distribution
Date pursuant to Section 4.02(e) and (c) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Subordination Depletion Date pursuant to Section 4.02(e).
As to any Distribution Date and any Class of Class B
Certificates an amount equal to (i) the product of 1/12th of the Class B
Pass-Through Rate and the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (ii) the Class B
Interest Percentage of such Class of (x) any Non-Supported Interest Shortfall
allocated to the Class B Certificates with respect to such Distribution Date and
(y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class B Certificates with
respect to such Distribution Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the
related Mortgaged Property has been acquired, liquidated or foreclosed and with
respect to which the applicable Servicer determines that all Liquidation
Proceeds which it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date,
the aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection with the liquidation of any defaulted Mortgage Loan or property
acquired in respect thereof (including, without limitation, legal fees and
expenses, committee or referee fees, and, if applicable, brokerage commissions
and conveyance taxes), any unreimbursed advances expended by such Servicer
pursuant to its Servicing Agreement or the Master Servicer or Trust
Administrator pursuant hereto respecting the related Mortgage Loan, including
any unreimbursed advances for real property taxes or for property restoration or
preservation of the related Mortgaged Property. Liquidation Expenses shall not
include any previously incurred expenses in respect of an REO Mortgage Loan
which have been netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer
(including Insurance Proceeds) or PMI Advances made by a Servicer in connection
with the liquidation of defaulted Mortgage Loans or property acquired in respect
thereof, whether through foreclosure, sale or otherwise, including payments in
connection with such Mortgage Loans received from the Mortgagor, other than
amounts required to be paid to the Mortgagor pursuant to the terms of the
applicable Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any
Mortgage Loan that became a Liquidated Loan during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section
4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the
Trust Estate, the assets of which consist of the Mortgage Loans (other than
Fixed Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the insurance policies,
if any, relating to a Mortgage Loan and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Xxxxx Fargo Bank Minnesota, National
Association, or its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and
any Distribution Date, the fee payable monthly to the Master Servicer pursuant
to Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of
the unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution
Date, the one month period beginning on the Determination Date (or, in the case
of the first Distribution Date, from and including the Cut-Off-Date) occurring
in the calendar month preceding the month in which such Distribution Date occurs
and ending on the day preceding the Determination Date immediately preceding
such Distribution Date.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO
Mortgage Loan) and any Due Date, the payment of principal and interest due
thereon in accordance with the amortization schedule at the time applicable
thereto (after adjustment for any Curtailments and Deficient Valuations
occurring prior to such Due Date but before any adjustment to such amortization
schedule, other than for Deficient Valuations, by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument
creating a first lien on Mortgaged Property securing a Mortgage Note together
with any Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate at which interest accrues on the unpaid principal balance thereof as set
forth in the related Mortgage Note, which rate is as indicated on the Mortgage
Loan Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of June 28, 2001 between WFHM, as seller, and the Seller, as
purchaser.
Mortgage Loan Rider: The standard Xxxxxx Mae/Xxxxxxx Mac
riders to the Mortgage Note and/or Mortgage riders required when the Mortgaged
Property is a condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans
transferred to the Trust Administrator on the Closing Date as part of the Trust
Estate and attached hereto as Exhibits F-1 and F-2, which list may be amended
following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Sections 2.02, 2.03 or 2.06 and which list shall set forth at a
minimum the following information of the close of business on the Cut-Off Date
(or, with respect to Substitute Mortgage Loans, as of the close of business on
the day of substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged
Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary
mortgage insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Other Servicer Mortgage Loan, the name of
the Servicer with respect thereto.
Such schedule may consist of multiple reports that
collectively set forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned to the Trustee on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Sections 2.02, 2.03 or 2.06, in
each case as from time to time are included in the Trust Estate as identified in
the Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan together with
any related Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which
may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage
Loan, a rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus
(ii) the sum of (a) the applicable Servicing Fee Rate, as set forth in Section
11.25 with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as
set forth in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular
monthly computation of interest at such rate shall be based upon annual interest
at such rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds
net of any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser
of (i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.750%.
Non-PO Recovery: As to any Distribution Date, the amount of
all Recoveries received during the Applicable Unscheduled Principal Receipt
Periods for such Distribution Date less the Class A-PO Recovery for such
Distribution Date.
Nonrecoverable Advance: Any portion of a Periodic Advance
previously made or proposed to be made in respect of a Mortgage Loan which has
not been previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or
the Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any
Distribution Date, the excess, if any, of the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating Interest with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the 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 Class A Certificates according to the percentage obtained
by dividing the Class A Non-PO Principal Balance by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance and (b) the Class B
Certificates according to the percentage obtained by dividing the Class B
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Officers' Certificate: With respect to any Person, a
certificate signed by the Chairman of the Board, the President or a Vice
President, and by the Treasurer, the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of such Person (or, in the case of a Person
which is not a corporation, signed by the person or persons having like
responsibilities), and delivered to the Trustee or the Trust Administrator, as
the case may be.
Opinion of Counsel: A written opinion of counsel, who may be
outside or salaried counsel for the Seller, a Servicer or the Master Servicer,
or any affiliate of the Seller, a Servicer or the Master Servicer, acceptable to
the Trustee if such opinion is to be delivered to the Trustee or acceptable to
the Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Non-PO Principal Balance: The sum of the
Original Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-R and Class A-LR Certificates, as set
forth in Section 11.06.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class A-7-4 Notional Amount: The Original Class A-7-4
Notional Amount as set forth in Section 11.05.
Original Class A-7-5 Notional Amount: The Original Class A-7-5
Notional Amount as set forth in Section 11.05.
Original Class B Principal Balance: The sum of the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance and Original Class B-6 Principal Balance, as set
forth in Section 11.08.
Original Class B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-2 Principal Balance, the Original Class B-3 Principal Balance, the
Original Class B-4 Principal Balance, Original Class B-5 Principal Balance and
the Original Class B-6 Principal Balance by the sum of the Original Class A
Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-1 Fractional Interest is specified in Section 11.10.
Original Class B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-3 Principal Balance, the Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-2 Fractional Interest is specified in
Section 11.11.
Original Class B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-4 Principal Balance, the Original Class B-5 Principal Balance and the
Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO
Principal Balance and the Original Class B Principal Balance. The Original Class
B-3 Fractional Interest is specified in Section 11.12.
Original Class B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-4 Fractional Interest is specified in
Section 11.13.
Original Class B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-5 Fractional
Interest is specified in Section 11.14.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the Cut-Off Date, as set forth in Section 11.16.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the Cut-Off Date, as set forth in Section 11.18.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the Cut-Off Date, as set forth in Section 11.19.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Principal Balance: Any of the Original Principal
Balances of the Classes of Class A Certificates as set forth in Section 11.05;
the Original Principal Balances of the Class A-7-1 Component, the Class A-7-2
Component and the Class A-7-3 Component as set forth in Section 11.05; Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.09.
Original Subordinated Percentage: The Subordinated Percentage
as of the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any of the Mortgage Loans
identified in Exhibit F-2 hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Other Servicing Agreements: The Servicing Agreements other
than the WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust
Administrator (or the Custodian, if any) for each Mortgage Loan that contains
the documents specified in the Servicing Agreements under their respective
"Owner Mortgage Loan File" definition or similar definition and/or other
provisions requiring delivery of specified documents to the owner of the
Mortgage Loan in connection with the purchase thereof, and any additional
documents required to be added to the Owner Mortgage Loan File pursuant to this
Agreement.
PAC Certificates: The Class A-1 Certificates and Class A-2
Certificates.
PAC Component: The Class A-7-3 Component
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by
a Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled
Principal Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section
4.03(b).
Percentage Interest: With respect to a Class A Certificate,
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 Trust Administrator hereunder, the amount of
any such advances being equal to the total of all Monthly Payments (adjusted, in
each case (i) in respect of interest, to the applicable Mortgage Interest Rate
less the Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trust Administrator and (ii) by the amount of any
related Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Mortgage Loan that is an Outstanding Mortgage
Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii)
the Scheduled Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan
of the product of (i) the PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Class A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Mortgage Loans (including, without limitation,
the proceeds of any repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amount) received by the Master Servicer with respect to
the applicable Remittance Date in the month of such Distribution Date and any
Unscheduled Principal Receipts received by the Master Servicer on or prior to
the Business Day preceding such Distribution Date, (ii) all Periodic Advances
made by a Servicer pursuant to the related Servicing Agreement or Periodic
Advances made by the Master Servicer or the Trust Administrator pursuant to
Section 3.03, and (iii) all other amounts required to be placed in the
Certificate Account by the Servicer on or before the applicable Remittance Date
or by the Master Servicer or the Trust Administrator on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
and respecting which the Master Servicer or the Trust Administrator has
made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any,
(ii) the Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and interest due after the Due Date occurring in the month in which
such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers after the Applicable Unscheduled Principal Receipt Period
relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of interest on
such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such
Distribution Date occurs and the difference between the unpaid
principal balance of a Mortgage Loan substituted for a Mortgage Loan
pursuant to Sections 2.02, 2.03 or 2.06 on or following the
Determination Date in the month in which such Distribution Date occurs
and the unpaid principal balance of such Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds
which represents any unpaid Servicing Fee or Master Servicing Fee; (h)
all income from Eligible Investments that is held in the Certificate
Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Liquidation Profits;
(k) Month End Interest; and
(l) all amounts reimbursable to a Servicer for PMI Advances.
Pool Scheduled Principal Balance: As to any Distribution Date,
the aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Prepayment In Full: With respect to any Mortgage Loan, a
Mortgagor payment consisting of a Principal Prepayment in the amount of the
outstanding principal balance of such loan and resulting in the full
satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the
amount of interest, if any, that would have accrued on any Mortgage Loan which
was the subject of a Prepayment in Full at the Net Mortgage Interest Rate for
such Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a)(i) for such
Distribution Date, calculated without regard to such proviso and assuming there
are no Principal Adjustments for such Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as
to any Class of Class A Certificates (other than the Class A-7 Certificates),
the Class A-7-1 Component, the Class A-7-2 Component and the Class A-7-3
Component, the Original Principal Balance of such Class or Component. As of any
subsequent Determination Date prior to the Subordination Depletion Date and as
to any Class of Class A Certificates (other than the Class A-7 and Class A-PO
Certificates), the Class A-7-1 Component, the Class A-7-2 Component and the
Class A-7-3 Component, the Original Principal Balance of such Class or Component
(increased in the case of a Class of Accrual Certificates or Accrual Component
by the Accrual Distribution Amounts with respect to prior Distribution Dates for
such Class of Accrual Certificates or Accrual Component) less the sum of (a) all
amounts previously distributed in respect of such Class or Component on prior
Distribution Dates (i) pursuant to Paragraph third clause (A) of Section
4.01(a)(i), (ii) as a result of a Principal Adjustment and (iii), if applicable,
from the Accrual Distribution Amounts for such prior Distribution Dates and (b)
the Realized Losses allocated through such Determination Date to such Class or
Component pursuant to Section 4.02(b). After the Subordination Depletion Date,
each such Principal Balance of a Class of Class A Certificates (other than the
Class A-7 and Class A-PO Certificates), the Class A-7-1 Component, the Class
A-7-2 Component and the Class A-7-3 Component will also be reduced (if clause
(i) is greater than clause (ii)) or increased (if clause (i) is less than clause
(ii)) on each Determination Date by an amount equal to the product of the Class
A Loss Percentage of such Class or Component and the difference, if any, between
(i) the Class A Non-PO Principal Balance as of such Determination Date without
regard to this sentence and (ii) the difference between (A) the Adjusted Pool
Amount for the preceding Distribution Date and (B) the Adjusted Pool Amount (PO
Portion) for the preceding Distribution Date.
As of any Determination Date, the Principal Balance of the
Class A-7 Certificates will equal the sum of the Principal Balances of the Class
A-7-1 Component, the Class A-7-2 Component and the Class A-7-3 Component.
As of any subsequent Determination Date prior to the
Subordination Depletion Date and as to the Class A-PO Certificates, the Original
Principal Balance of such Class less the sum of (a) all amounts previously
distributed in respect of the Class A-PO Certificates on prior Distribution
Dates pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a)(i)
and (b) the Realized Losses allocated through such Determination Date to the
Class A-PO Certificates pursuant to Section 4.02(b). After the Subordination
Depletion Date, the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal
Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4
Principal Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class
or Component will be increased on any Determination Date such that the Principal
Balance of such Class or Component exceeds its Original Principal Balance (plus
any Accrual Distribution Amounts previously added to the Principal Balance of a
Class of Accrual Certificates or Accrual Component) less all amounts previously
distributed in respect of such Class or Component on prior Distribution Dates
pursuant to Paragraph third clause (A) of Section 4.01(a)(i), Paragraph third
clause (B) of Section 4.01(a)(i), or Paragraphs seventh, tenth, thirteenth,
sixteenth, nineteenth or twenty-second of Section 4.01(a)(i).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
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 May 21, 2001 as supplemented
by the prospectus supplement dated June 22, 2001, relating to the Class A, Class
B-1, Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit
rating agency, or its successor, that rated one or more Classes of the
Certificates at the request of the Seller at the time of the initial issuance of
the Certificates. The Rating Agencies for the Class A Certificates (other than
the Class A-R and Class A-LR Certificates) are S&P and Xxxxx'x. The Rating
Agency for the Class A-R, Class A-LR, Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 Certificates is S&P. If any such agency or a successor is no
longer in existence, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Seller, notice of which
designation shall be given to the Trust Administrator and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean A-1 in the case of S&P, P-1 in the case of Xxxxx'x and in the case of
any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA in the case of S&P and Aaa in the case of Xxxxx'x, and in the case of any
other Rating Agency shall mean its equivalent of such ratings without any plus
or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses)
incurred on Liquidated Loans for which the Liquidation Proceeds were received
during the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts with respect to such Distribution Date and (ii)
Bankruptcy Losses incurred during the period corresponding to the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the
month of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to
such Mortgage Loan being determined to be a Liquidated Loan.
Reduction Amount: As defined in Section 4.01(b).
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined
in Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of Part IV of
Subchapter M of Chapter 1 of Subtitle A of the Code, and related provisions, and
U.S. Department of the Treasury temporary, proposed or final regulations
promulgated thereunder, as the foregoing are in effect (or with respect to
proposed regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan (including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially
the form attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee or
the Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors
or Trustees, the Chairman or Vice-Chairman of the Executive or Standing
Committee of the Board of Directors or Trustees, the President, the Chairman of
the Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rule 144A: Rule 144A promulgated under the Securities Act of
1933, as amended.
S&P: Standard and Poor's, a division of The McGraw Hill
Companies, Inc, or its successors in interest.
Scheduled Certificates: The Class A-3 and Class A-4
Certificates.
Scheduled Component: The Class A-7-1 Component.
Scheduled Principal Amount: The sum for each outstanding
Mortgage Loan (including each defaulted Mortgage Loan with respect to which the
related Mortgaged Property has been acquired by the Trust Estate) of the product
of (A) the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(i) and Iy(iv) of the definition of Class A Non-PO
Optimal Principal Amount, but without such amount being multiplied by the Class
A Percentage.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Xxxxx Fargo Asset Securities Corporation, or its
successor in interest.
Servicer Mortgage Loan File: As defined in each of the
Servicing Agreements.
Servicers: Each of WFHM, National City Mortgage Co., HomeSide
Lending, Inc., HSBC Mortgage Corporation (USA), Chevy Chase Bank, F.S.B., Old
Kent Mortgage Company, Fleet Mortgage Corp., First Nationwide Mortgage Corp.,
Washington Mutual Bank, F.A., The Huntington Mortgage Company, CUNA Mutual
Mortgage Corporation, First Union Mortgage Corporation, Colonial Savings, F.A.,
Chase Manhattan Mortgage Corporation as Servicer under the related Servicing
Agreement.
Servicing Agreements: Each of the Servicing Agreements
executed with respect to a portion of the Mortgage Loans by one of the
Servicers, which agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set
forth in Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the smallest permissible Denomination for such Class, as set forth in Section
11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the
part of the Trustee, Trust Administrator or the
Servicer or any of their agents or employees; or
(3) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a
part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an
amount equal to $3,227,425.33 minus the sum of (i) the aggregate amount of
Special Hazard Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined
below) as most recently calculated. For each anniversary of the Cut-Off Date,
the Special Hazard Adjustment Amount shall be calculated and shall be equal to
the amount, if any, by which the amount calculated in accordance with the
preceding sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and after
the Subordination Depletion Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the
Cut-Off Date, the greater of (i) 1.00% and (ii) the largest percentage obtained
by dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Percentage for
such date.
Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Class A
Prepayment Percentage for such date.
Subordination Depletion Date: The Distribution Date preceding
the first Distribution Date on which the Class A Percentage (determined pursuant
to clause (ii) of the definition thereof) equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect
to any Distribution Date that occurs on or after the Subordination Depletion
Date with respect to any Unscheduled Principal Receipt (other than a Prepayment
in Full):
(A) in the case where the Applicable Unscheduled
Principal Receipt Period is the Mid-Month Receipt
Period and such Unscheduled Principal Receipt is
received by the Servicer on or after the
Determination Date in the month preceding the month
of such Distribution Date but prior to the first day
of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the
last day of the month preceding the month of such
Distribution Date; and
(B) in the case where the Applicable Unscheduled
Principal Receipt Period is the Prior Month Receipt
Period and such Unscheduled Principal Receipt is
received by the Servicer during the month preceding
the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the
last day of the month in which such Unscheduled
Principal Receipt is received.
Subsidy Loan: Any Mortgage Loan subject to a temporary
interest subsidy agreement pursuant to which the monthly interest payments made
by the related Mortgagor will be less than the scheduled monthly interest
payments on such Mortgage Loan, with the resulting difference in interest
payments being provided by the employer of the Mortgagor. Each Subsidy Loan will
be identified as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage
Loan substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
TAC Certificates: The Class A-5 Certificates.
TAC Component: The Class A-7-2 Component.
TAC Principal Amount: As defined in Section 4.01(b)
Trust Administrator: First Union National Bank, a national
banking association with its principal office located in Charlotte, North
Carolina, or any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this
Agreement, consisting of the Mortgage Loans (other than any Fixed Retained
Yield), such amounts as may be held from time to time in the Certificate Account
(other than any Fixed Retained Yield), the rights of the Trust Administrator, on
behalf of the Trustee, to receive the proceeds of all insurance policies and
performance bonds, if any, required to be maintained hereunder or under the
related Servicing Agreement and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
Trustee: United States Trust Company of New York, or any
successor trustee appointed as herein provided.
Type 1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Mid-Month Receipt Period with respect
to all types of Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class A-L1
Interest, the Class A-L2 Interest, the Class A-L3 Interest, the Class A-LPO
Interest, the Class A-LUR Interest, the Class B-L1 Interest, the Class B-L2
Interest, the Class B-L3 Interest, the Class B-L4 Interest, the Class B-L5
Interest and the Class B-L6 Interest.
Unpaid Interest Shortfalls: Each of the Class A Unpaid
Interest Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2
Unpaid Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class
B-4 Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the
Class B-6 Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding
Mortgage Loan (including each defaulted Mortgage Loan with respect to which the
related Mortgaged Property has been acquired by the Trust Estate) of the product
of (A) the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(ii) and Iy(iii) of the definition of Class A Non-PO
Optimal Principal Amount, but without such amount being multiplied by the Class
A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or
other recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month
Receipt Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates
(other than the Class A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established
and maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising
the Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof
providing for the action, consent or approval of the Holders of all Certificates
evidencing specified Voting Interests in the Trust Estate, 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 Class A Principal Balance and the Class B Principal Balance; provided
that, if the Principal Balance of the Class A-7 Certificates has been reduced to
zero and the either the Class A-7-4 Notional Amount or Class A-7-5 Notional
Amount is greater than zero, the Class A-7 Certificates will be entitled to 1%
of the aggregate Voting Interest represented by all Certificates and each
remaining Class of Certificates will be entitled to a pro rata portion of the
remaining Voting Interest based on the outstanding Principal Balance of such
Class. Each Certificateholder of a Class will have a Voting Interest equal to
the product of the Voting Interest to which such Class is collectively entitled
and the Percentage Interest in such Class represented by such Holder's
Certificates. With respect to any provisions hereof providing for action,
consent or approval of each Class of Certificates or specified Classes of
Certificates, each Certificateholder of a Class will have a Voting Interest in
such Class equal to such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any
Distribution Date, a rate per annum equal to the average, expressed as a
percentage of the Net Mortgage Interest Rates of all Mortgage Loans that were
Outstanding Mortgage Loans as of the Due Date in the month preceding the month
of such Distribution Date, weighted on the basis of the respective Scheduled
Principal Balances of such Mortgage Loans.
WFHM: Xxxxx Fargo Home Mortgage, Inc., or its successor in
interest.
WFHM Correspondents: The entities listed on the Mortgage Loan
Schedule, from which WFHM purchased the Mortgage Loans.
WFHM Servicing Agreement: The Servicing Agreement providing
for the servicing of the Type 1 Mortgage Loans initially by WFHM.
SECTION 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such
Certificates shall be overdue and notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Trustee, the Trust
Administrator and the Authenticating Agent) shall be proved by the Certificate
Register, and neither the Trustee, the Trust Administrator, the Seller nor the
Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice,
consent, waiver or other action of the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Trust Administrator, the Seller or the Master Servicer in reliance
thereon, whether or not notation of such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the
Table of Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee, without recourse all the right, title
and interest of the Seller in and to (a) the Trust Estate, including all
interest (other than the portion, if any, representing the Fixed Retained Yield)
and principal received by the Seller on or with respect to the Mortgage Loans
after the Cut-Off Date (and including scheduled payments of principal and
interest due after the Cut-Off Date but received by the Seller on or before the
Cut-Off Date and Unscheduled Principal Receipts received or applied on the
Cut-Off Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the Servicing Agreements with respect to
the Mortgage Loans, and (d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator, on behalf of the Trustee, or any prior assignment is in the
process of being recorded on the Closing Date, the Seller shall deliver a copy
thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and
complete copy of the document sent for recording, and the Seller shall use its
best efforts to cause each such original recorded document or certified copy
thereof to be delivered to the Trust Administrator promptly following its
recordation, but in no event later than one (1) year following the Closing Date.
If any Mortgage has been recorded in the name of Mortgage Electronic
Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in
favor of the Trust Administrator, on behalf of the Trustee, will be required to
be prepared or delivered and instead, the Master Servicer shall take all actions
as are necessary to cause the Trust Estate to be shown as the owner of the
related Mortgage Loan on the records of MERS for the purpose of the system of
recording transfers of beneficial ownership of mortgages maintained by MERS. The
Trust Administrator agrees that any recordation of assignments in the name of
the Trust Administrator shall be on behalf of the Trustee for the benefit of the
Certificateholders. The Seller shall also cause to be delivered to the Trust
Administrator any other original mortgage loan document to be included in the
Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall
pay from its own funds, without any right of reimbursement therefor, the amount
of any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trust Administrator
within one (1) year following the Closing Date any original Mortgage or
assignment of a Mortgage (except with respect to any Mortgage recorded in the
name of MERS) not delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller
may, to the extent set forth in the applicable Servicing Agreement, deliver or
cause to be delivered to the Trust Administrator the assignment of the Mortgage
Loan from the Seller to the Trust Administrator on behalf of the Trustee, in a
form suitable for recordation, if (i) with respect to a particular state the
Trustee and the Trust Administrator has received an Opinion of Counsel
acceptable to it that such recording is not required to make the assignment
effective against the parties to the Mortgage or subsequent purchasers or
encumbrancers of the Mortgaged Property or (ii) the Seller has been advised by
each Rating Agency that non-recordation in a state will not result in a
reduction of the rating assigned by that Rating Agency at the time of 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 Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
SECTION 2.02 ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments (unless the
related Mortgage has been registered in the name of MERS or its designee) and
other documents required to be delivered on the Closing Date pursuant to Section
2.01 above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate less any
Fixed Retained Yield through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the
purchase price shall be deposited by the Seller in the Certificate Account
maintained by the Master Servicer pursuant to Section 3.01. In the case of a
Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be
delivered to the Trust Administrator and the Substitution Principal Amount,
together with (i) interest on such Substitution Principal Amount at the
applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage
Loan which is being substituted for and (ii) an amount equal to the aggregate
amount of unreimbursed Periodic Advances in respect of interest previously made
by the Servicer, the Master Servicer or the Trust Administrator with respect to
such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment
(or, in the case of a Mortgage Loan registered in the name of MERS or its
designee, the Master Servicer shall take all necessary action to reflect such
assignment on the records of MERS), in each case without recourse, as shall be
necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders, the Trust Administrator on
behalf of the Trustee and the Trustee on behalf of the Certificateholders. The
failure of the Trust Administrator to give any notice contemplated herein within
forty-five (45) days after the execution of this Agreement shall not affect or
relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this
Section 2.02.
The Trust Administrator may, concurrently with the execution
and delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee and the Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's corporate charter
or by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material contract, agreement or other instrument to
which the Master Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution
and delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors'
rights generally and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at
law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would affect its
performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive delivery of the
respective Owner Mortgage Loan Files to the Trust Administrator or the
Custodian.
(b) The Seller hereby represents and warrants to the Trustee
and the Trust Administrator for the benefit of Certificateholders that, as of
the date of execution of this Agreement, with respect to the Mortgage Loans, or
each Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule
was true and correct in all material respects at the date or dates
respecting which such information is furnished as specified in the
Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable
first lien on the property therein described, and the Mortgaged
Property is free and clear of all encumbrances and liens having
priority over the first lien of the Mortgage except for liens for real
estate taxes and special assessments not yet due and payable and liens
or interests arising under or as a result of any federal, state or
local law, regulation or ordinance relating to hazardous wastes or
hazardous substances, and, if the related Mortgaged Property is a
condominium unit, any lien for common charges permitted by statute or
homeowners association fees; and if the Mortgaged Property consists of
shares of a cooperative housing corporation, any lien for amounts due
to the cooperative housing corporation for unpaid assessments or
charges or any lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative housing
corporation; and any security agreement, chattel mortgage or equivalent
document related to, and delivered to the Trust Administrator or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage
or the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the Mortgaged
Property in whole or in part from the lien of the Mortgage, or executed
any instrument of release, cancellation, modification or satisfaction,
except in each case as is reflected in an agreement delivered to the
Trust Administrator or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums,
and water, sewer and municipal charges, which previously became due and
owing have been paid, or an escrow of funds has been established, to
the extent permitted by law, in an amount sufficient to pay for every
such item which remains unpaid; and the Seller has not advanced funds,
or received any advance of funds by a party other than the Mortgagor,
directly or indirectly (except pursuant to any Subsidy Loan
arrangement) for the payment of any amount required by the Mortgage,
except for interest accruing from the date of the Mortgage Note or date
of disbursement of the Mortgage Loan proceeds, whichever is later, to
the day which precedes by thirty days the first Due Date under the
related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes
no representations), so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total
or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all
mechanics' and materialmen's liens or liens in the nature thereof;
provided, however, that this warranty shall be deemed not to have been
made at the time of the initial issuance of the Certificates if a title
policy affording, in substance, the same protection afforded by this
warranty is furnished to the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of such property and no
improvements on adjoining properties encroach upon the Mortgaged
Property (unless insured against under the related title insurance
policy); and to the best of the Seller's knowledge, the Mortgaged
Property and all improvements thereon comply with all requirements of
any applicable zoning and subdivision laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable
state or federal laws, regulations and other requirements, pertaining
to usury, and the Mortgage Loan is not usurious; (x) To the best of the
Seller's knowledge, all inspections, licenses and certificates required
to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of the
same, including, but not limited to, certificates of occupancy and fire
underwriting certificates, have been made or obtained from the
appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under the
terms of the related Mortgage Note have been made and no Mortgage Loan
had more than one delinquency in the 12 months preceding the Cut-Off
Date; (xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is
the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally
and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and, to
the best of the Seller's knowledge, all parties to the Mortgage Note
and the Mortgage had legal capacity to execute the Mortgage Note and
the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loans have been complied
with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which
could not be completed due to weather and escrow funds for the
completion of swimming pools); and all costs, fees and expenses
incurred in making, closing or recording the Mortgage Loan have been
paid, except recording fees with respect to Mortgages not recorded as
of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion
of counsel of the type customarily rendered in such jurisdiction in
lieu of title insurance is instead received) is covered by an American
Land Title Association mortgagee title insurance policy or other
generally acceptable form of policy or insurance acceptable to Xxxxxx
Mae or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx Mae
or Xxxxxxx Mac insuring the originator, its successors and assigns, as
to the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan and subject only to (A) the lien of current
real property taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way, easements and
other matters of public record as of the date of recording of such
Mortgage acceptable to mortgage lending institutions in the area in
which the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the
related Mortgage Loan, (C) liens created pursuant to any federal, state
or local law, regulation or ordinance affording liens for the costs of
clean-up of hazardous substances or hazardous wastes or for other
environmental protection purposes and (D) such other matters to which
like properties are commonly subject which do not individually, or in
the aggregate, materially interfere with the benefits of the security
intended to be provided by the Mortgage; the Seller is the sole insured
of such mortgagee title insurance policy, the assignment to the Trust
Administrator, on behalf of the Trustee of the Seller's interest in
such mortgagee title insurance policy does not require any consent of
or notification to the insurer which has not been obtained or made,
such mortgagee title insurance policy is in full force and effect and
will be in full force and effect and inure to the benefit of the Trust
Administrator, on behalf of the Trustee, no claims have been made under
such mortgagee title insurance policy, and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission,
anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac against
loss by fire and such hazards as are covered under a standard extended
coverage endorsement, in an amount which is not less than the lesser of
100% of the insurable value of the Mortgaged Property and the
outstanding principal balance of the Mortgage Loan, but in no event
less than the minimum amount necessary to fully compensate for any
damage or loss on a replacement cost basis; if the Mortgaged Property
is a condominium unit, it is included under the coverage afforded by a
blanket policy for the project; if upon origination of the Mortgage
Loan, the improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy
meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan,
(B) the full insurable value of the Mortgaged Property and (C) the
maximum amount of insurance which was available under the National
Flood Insurance Act of 1968, as amended; and each Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default, breach, violation
or event of acceleration; and no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right
of rescission, set-off, counterclaim or defense, including the defense
of usury, nor will the operation of any of the terms of the Mortgage
Note or Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of
not more than 360 months;
(xx) Each Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of
the benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no
homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in a
planned unit development or, in the case of Mortgage Loans secured by
Co-op Shares, leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note
affidavit has been delivered to the Trust Administrator in place of the
related Mortgage Note, the related Mortgage Note is no longer in
existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living" trust, (i) such trust is in compliance with Xxxxxx Xxx or
Xxxxxxx Mac standards for inter vivos trusts and (ii) holding title to
the Mortgaged Property in such trust will not diminish any rights as a
creditor including the right to full title to the Mortgaged Property in
the event foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage
of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity
to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence,
(c) prohibit the holder of the Mortgage from being insured (or
receiving proceeds of insurance) under the hazard insurance policy or
policies relating to the Mortgaged Property or (d) permit any increase
in rent other than pre-established increases set forth in the lease;
(4) the original term of such lease is not less than 15 years; (5) the
term of such lease does not terminate earlier than five years after the
maturity date of the Mortgage Note; and (6) the Mortgaged Property is
located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted
practice;
Notwithstanding the foregoing, no representations or
warranties are made by the Seller as to the environmental condition of any
Mortgaged Property; the absence, presence or effect of hazardous wastes or
hazardous substances on any Mortgaged Property; any casualty resulting from the
presence or effect of hazardous wastes or hazardous substances on, near or
emanating from any Mortgaged Property; the impact on Certificateholders of any
environmental condition or presence of any hazardous substance on or near any
Mortgaged Property; or the compliance of any Mortgaged Property with any
environmental laws, nor is any agent, person or entity otherwise affiliated with
the Seller authorized or able to make any such representation, warranty or
assumption of liability relative to any Mortgaged Property. In addition, no
representations or warranties are made by the Seller with respect to the absence
or effect of fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive delivery of the
respective Owner Mortgage Loan Files to the Trust Administrator and shall inure
to the benefit of the Trust Administrator, on behalf of the Trustee,
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer,
the Trustee, the Trust Administrator or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and, except for a breach of the
representation and warranty set forth in subsection (b)(i), where such breach is
a result of the Cut-Off Date Principal Balance of a Mortgage Loan being greater,
by $5,000 or greater, than the Cut-Off Date Principal Balance of such Mortgage
Loan indicated on the Mortgage Loan Schedule, that such breach materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement). Within 60 days of the earlier of its discovery or its receipt of
notice of any such breach, the Seller shall cure such breach in all material
respects or shall either (i) repurchase the Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (A) 100%
of the unpaid principal balance of such Mortgage Loan plus (B) accrued interest
at the Net Mortgage Interest Rate for such Mortgage Loan through the last day of
the month in which such repurchase took place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for such Mortgage Loan in the manner described in Section 2.02. The purchase
price of any repurchase described in this paragraph and the Substitution
Principal Amount, if any, plus accrued interest thereon and the other amounts
referred to in Section 2.02, shall be deposited in the Certificate Account. It
is understood and agreed that the obligation of the Seller to repurchase or
substitute for any Mortgage Loan or property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders, the Trust Administrator on behalf of the
Trustee, or the Trustee on behalf of Certificateholders, and such obligation
shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the Trust Administrator acknowledges the delivery of the Owner
Mortgage Loan Files to it, and, concurrently with such delivery, (i)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders and (ii) has executed and delivered to or upon the order of
the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests, together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A
Certificates (other than the Class A-R and Class A-LR Certificates) and the
Classes of Class B Certificates as classes of "regular interests" and the Class
A-R Certificate as the single class of "residual interest" in the Upper-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
The Seller hereby further designates the Class A-L1 Interest, Class A-L2
Interest, Class A-L3 Interest, Class A-LPO Interest, Class A-LUR Interest, Class
B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest,
Class B-L5 Interest and Class B-L6 Interest as classes of "regular interests"
and the Class A-LR Certificate as the single class of "residual interest" in the
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Closing Date is hereby designated as the "Startup Day" of each
of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Code Section
860G(a)(9). The "latest possible maturity date" of the regular interests in the
Upper-Tier REMIC and Lower-Tier REMIC is July 25, 2031 for purposes of Code
Section 860G(a)(1).
SECTION 2.06 OPTIONAL SUBSTITUTION OF MORTGAGE LOANS.
During the three-month period beginning on the Startup Date,
the Seller shall have the right, but not the obligation, in its sole discretion
for any reason, to substitute for any Mortgage Loan a Substitute Mortgage Loan
meeting the requirements of Section 2.02. Any such substitution shall be carried
out in the manner described in Section 2.02. The Substitution Principal Amount,
if any, plus accrued interest thereon and the other amounts referred to in
Section 2.02, shall be deposited in the Certificate Account.
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE;
SERVICING OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a
Certificate Account for the deposit of funds received by the Master Servicer
with respect to the Mortgage Loans serviced by each Servicer pursuant to each of
the Servicing Agreements. Such account shall be maintained as an Eligible
Account. The Master Servicer shall give notice to each Servicer and the Seller
of the location of the Certificate Account and of any change in the location
thereof.
(b) The Master Servicer shall deposit into the Certificate
Account on the day of receipt thereof all amounts received by it from any
Servicer pursuant to any of the Servicing Agreements, and shall, in addition,
deposit into the Certificate Account the following amounts, in the case of
amounts specified in clause (i), not later than the Distribution Date on which
such amounts are required to be distributed to Certificateholders and, in the
case of the amounts specified in clause (ii), not later than the Business Day
next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trust Administrator, if any and any amounts
deemed received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by
the Seller pursuant to Sections 2.02 or 2.03 or that is auctioned by
the Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the
Certificate Account to be invested in Eligible Investments. No such Eligible
Investments will be sold or disposed of at a gain prior to maturity unless the
Master Servicer has received an Opinion of Counsel or other evidence
satisfactory to it that such sale or disposition will not cause the Trust Estate
to be subject to Prohibited Transactions Tax, otherwise subject the Trust Estate
to tax, or cause either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail
to qualify as a REMIC while any Certificates are outstanding. Any amounts
deposited in the Certificate Account prior to the Distribution Date shall be
invested for the account of the Master Servicer and any investment income
thereon shall be additional compensation to the Master Servicer for services
rendered under this Agreement. The amount of any losses incurred in respect of
any such investments shall be deposited in the Certificate Account by the Master
Servicer out of its own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will
be deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE
ACCOUNT.
(a) The Master Servicer may, from time to time, make
withdrawals from the Certificate Account for the following purposes (limited, in
the case of Servicer reimbursements, to cases where funds in the respective
Custodial P&I Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator
or any Servicer for Periodic Advances made by the Master Servicer or
the Trust Administrator pursuant to Section 3.03(a) or any Servicer
pursuant to any Servicing Agreement with respect to previous
Distribution Dates, such right to reimbursement pursuant to this
subclause (i) being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this purpose, Liquidation
Proceeds, REO Proceeds and proceeds from the purchase, sale, repurchase
or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
2.06, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trust Administrator for any Periodic Advances determined in good faith
to have become Nonrecoverable Advances provided, however, that any
portion of Nonrecoverable Advances representing Fixed Retained Yield
shall be reimbursable only from amounts constituting Fixed Retained
Yield and not from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended
by the Master Servicer or any Servicer pursuant hereto or to any
Servicing Agreement, respectively, in good faith in connection with the
restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or
other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, to pay the Master Servicing Fee with respect
to such Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trust Administrator (or, in certain cases, the Seller) for expenses
incurred by it (including taxes paid on behalf of the Trust Estate) and
recoverable by or reimbursable to it pursuant to Section 3.03(c),
3.03(d) or 6.03 or the second sentence of Section 8.14(a) or pursuant
to such Servicer's Servicing Agreement, provided such expenses are
"unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to
each Mortgage Loan or property acquired in respect thereof that has
been repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer
with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 3.08 or 9.01, all
amounts received thereon and not required to be distributed as of the
date on which the related repurchase or purchase price or Scheduled
Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to the
related Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage
Loan;
(x) to pay to the Master Servicer as additional master
servicing compensation any Liquidation Profits which a Servicer is not
entitled to pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not required to be
deposited therein;
(xii) to clear and terminate the Certificate Account pursuant
to Section 9.01; and
(xiii) to pay to WFHM from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect to
a particular Mortgage Loan, the Fixed Retained Yield, if any, with
respect to such Mortgage Loan; provided, however, that with respect to
any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only
that portion of such payment of interest that bears the same
relationship to the total amount of such payment of interest as the
Fixed Retained Yield Rate, if any, in respect of such Mortgage Loan
bears to the Mortgage Interest Rate shall be allocated to the Fixed
Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND
TRUST ADMINISTRATOR.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of WFHM or such Other Servicer, as the case may be,
(ii) the amount actually advanced by WFHM or such Other Servicer, (iii) the
amount that the Trust Administrator or Master Servicer is required to advance
hereunder, including any amount the Master Servicer is required to advance
pursuant to the second sentence of this Section 3.03(a) and (iv) whether the
Master Servicer has determined that it reasonably believes that such Periodic
Advance is a Nonrecoverable Advance. Amounts advanced by the Trust Administrator
or Master Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trust Administrator will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trust Administrator may
conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance
on account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trust Administrator that such failure has
occurred. Upon receipt of such certification, the Trust Administrator shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each
be entitled to be reimbursed from the Certificate Account for any Periodic
Advance made by it under Section 3.03(a) to the extent described in Section
3.02(a)(i) and (a)(ii). The Master Servicer and the Trust Administrator shall be
entitled to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it
pursuant to Section 3.03(b). The Master Servicer shall diligently pursue
restoration of such amount to the Certificate Account from the related Servicer.
The Master Servicer shall, to the extent it has not already done so, upon the
request of the Trust Administrator, withdraw from the Certificate Account and
remit to the Trust Administrator any amounts to which the Trust Administrator is
entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
SECTION 3.04 TRUST ADMINISTRATOR TO COOPERATE;
RELEASE OF OWNER MORTGAGE LOAN FILES.
Upon the receipt by the Master Servicer of a Request for
Release in connection with the deposit by a Servicer into the Certificate
Account of the proceeds from a Liquidated Loan or of a Prepayment in Full, the
Master Servicer shall confirm to the Trust Administrator that all amounts
required to be remitted to the Certificate Account in connection with such
Mortgage Loan have been so deposited, and shall deliver such Request for Release
to the Trust Administrator. The Trust Administrator shall, within five Business
Days of its receipt of such a Request for Release, release the related Owner
Mortgage Loan File to the Master Servicer or such Servicer, as requested by the
Master Servicer. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the
Servicer pursuant to clause (ii) of the preceding paragraph, the Trust
Administrator shall execute and deliver to the Master Servicer or such Servicer,
as directed by the Master Servicer, court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trust Administrator and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trust Administrator will not invalidate or otherwise affect the lien of
the Mortgage, except for the termination of such a lien upon completion of the
foreclosure proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE AND THE TRUST
ADMINISTRATOR; ANNUAL COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the
Master Servicer shall deliver to the Trustee and the Trust Administrator a
statement setting forth the status of the Certificate Account as of the close of
business on such Distribution Date stating that all distributions required to be
made by the Master Servicer under this Agreement have been made (or, if any
required distribution has not been made by the Master Servicer, specifying the
nature and status thereof) and showing, for the period covered by such
statement, the aggregate amount of deposits into and withdrawals from such
account for each category of deposit and withdrawal specified in Sections 3.01
and 3.02. Such statement may be in the form of the then current Xxxxxx Xxx
monthly accounting report for its Guaranteed Mortgage Pass-Through Program with
appropriate additions and changes, and shall also include information as to the
aggregate unpaid principal balance of all of the Mortgage Loans as of the close
of business as of the last day of the calendar month immediately preceding such
Distribution Date. Copies of such statement shall be provided by the Trust
Administrator to any Certificateholder upon written request, provided such
statement is delivered, or caused to be delivered, by the Master Servicer to the
Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the
Trust Administrator on or before April 30 of each year, a certificate signed by
an officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF
ANY REO MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan
is administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of a REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee and
the Trust Administrator pursuant to Section 3.07(b), the Master Servicer from
time to time may, to the extent permitted by the applicable Servicing Agreement,
make such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee and the Trust
Administrator such Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and (iii) the reason or
reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to
any amendment or supplement to a Servicing Agreement proposed by the Master
Servicer pursuant to Section 3.07(a), which consent and amendment shall not
require the consent of any Certificateholder if it is (i) for the purpose of
curing any mistake or ambiguity or to further effect or protect the rights of
the Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this
Section 3.07, the Master Servicer from time to time may, without the consent of
any Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the WFHM Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an
amendment to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's, the Trust Administrator's and the
Certificateholders' reliance on the Master Servicer, and in a manner consistent
with the terms and provisions of any insurance policy required to be maintained
by the Master Servicer or any Servicer pursuant to this Agreement or any
Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Master Servicer, such modification shall
be construed as a substitution of the modified Mortgage Loan for the Mortgage
Loan originally deposited in the Trust Estate if it would be a "significant
modification" within the meaning of Section 1.860G-2(b) of the regulations of
the U.S. Department of the Treasury. No modification shall be approved unless
(i) the modified Mortgage Loan would qualify as a Substitute Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs more than
three months after the Closing Date and is not the result of a default or a
reasonably foreseeable default under the Mortgage Loan, there is delivered to
the Trust Administrator an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence; provided, however, that no such
Opinion of Counsel need be delivered if the sole purpose of the modification is
to reduce the Monthly Payment on a Mortgage Loan as a result of a Curtailment
such that the Mortgage Loan is fully amortized by its original maturity date.
During the term of this Agreement, the Master Servicer shall
consult fully with each Servicer as may be necessary from time to time to
perform and carry out the Master Servicer's obligations hereunder and otherwise
exercise reasonable efforts to encourage such Servicer to perform and observe
the covenants, obligations and conditions to be performed or observed by it
under its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the
Trust Administrator under this Agreement is intended by the parties to be that
of an independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on
behalf of the Trustee and shall have full power and authority, acting alone or
(subject to Section 6.06) through one or more subcontractors, to do any and all
things in connection with such administration which it may deem necessary or
desirable. Upon the execution and delivery of this Agreement, and from time to
time as may be required thereafter, the Trust Administrator, on behalf of the
Trustee shall furnish the Master Servicer or its subcontractors with any powers
of attorney and such other documents as may be necessary or appropriate to
enable the Master Servicer to carry out its administrative duties hereunder.
The Seller shall have a limited option to repurchase any
defaulted Mortgage Loan or REO Mortgage Loan during the following time periods:
(i) beginning on the first day of the second month following the month in which
the Master Servicer has reported that a Servicer has initiated foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with such repurchase
option expiring on the last day of such second following month; (ii) beginning
on the first day of the second month following the month in which the Master
Servicer has reported that such defaulted Mortgage Loan has become an REO
Mortgage Loan, with such repurchase option expiring on the last day of such
second following month; and (iii) beginning on the day on which a Servicer
accepts a contractual commitment by a third party to purchase the Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage Loan, with such
repurchase option expiring on the earlier of the last day of the month in which
such contractual commitment was accepted by the Servicer or the day immediately
prior to the day on which the closing occurs with respect to such third party
purchase of the Mortgaged Property related to the defaulted Mortgage Loan or REO
Mortgage Loan. The Seller shall be entitled to repurchase at its option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b) of the
Mortgage Loan Purchase Agreement, WFHM requests the Seller to repurchase and to
sell to WFHM to facilitate the exercise of WFHM's rights against the originator
or a prior holder of such Mortgage Loan. The purchase price for any Mortgage
Loan repurchased pursuant to this paragraph shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate for such Mortgage Loan, through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Master Servicer shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian, if any,
shall promptly release to the Seller the Owner Mortgage Loan File relating to
the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any
time that, notwithstanding the representations and warranties set forth in
Section 2.03(b), any Mortgage Loan is not a "qualified mortgage" within the
meaning of Section 860G of the Code and (ii) the Master Servicer is unable to
enforce the obligation of the Seller to purchase such Mortgage Loan pursuant to
Section 2.02 within two months of such determination, the Master Servicer shall
cause such Mortgage Loan to be auctioned to the highest bidder and sold out of
the Trust Estate no later than the date 90 days after such determination. In the
event of any such sale of a Mortgage Loan, the Trust Administrator shall, at the
written request of the Master Servicer and upon being supported with appropriate
forms therefor, within five Business Days of the deposit by the Master Servicer
of the proceeds of such auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, on
behalf of the Trustee, shall, pursuant to the Servicing Agreements, object to
the foreclosure upon, or other related conversion of the ownership of, any
Mortgaged Property by the related Servicer if (i) the Master Servicer believes
such Mortgaged Property may be contaminated with or affected by hazardous wastes
or hazardous substances or (ii) such Servicer does not agree to administer such
Mortgaged Property, once the related Mortgage Loan becomes an REO Mortgage Loan,
in a manner which would not result in a federal tax being imposed upon the Trust
Estate or the Upper-Tier REMIC or the Lower-Tier REMIC.
The Master Servicer may enter into a special servicing
agreement with an unaffiliated holder of 100% Percentage Interest of a Class of
Class B Certificates or a holder of a class of securities representing interests
in the Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF
SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller, the Trustee and the Trust Administrator an
Officer's Certificate certifying that an event has occurred which may justify
termination of such Servicing Agreement, describing the circumstances
surrounding such event and recommending what action should be taken by the
Trustee with respect to such Servicer. If the Master Servicer recommends that
such Servicing Agreement be terminated, the Master Servicer's certification must
state that the breach is material and not merely technical in nature. Upon
written direction of the Master Servicer, based upon such certification, the
Trustee shall promptly terminate such Servicing Agreement. Notwithstanding the
foregoing, in the event that (i) WFHM fails to make any advance, as a
consequence of which the Trust Administrator is obligated to make an advance
pursuant to Section 3.03 and (ii) the Trust Administrator provides WFHM written
notice of the failure to make such advance and such failure shall continue
unremedied for a period of 15 days after receipt of such notice, the Trust
Administrator shall recommend to the Trustee the termination of the WFHM
Servicing Agreement without the recommendation of the Master Servicer and upon
such recommendation, the Trustee shall terminate the WFHM Servicing Agreement.
The Master Servicer shall indemnify the Trustee and the Trust Administrator and
hold each harmless from and against any and all claims, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees) arising out
of, or assessed against the Trustee or the Trust Administrator in connection
with termination of such Servicing Agreement at the direction of the Master
Servicer. In addition, the Master Servicer shall indemnify the Trustee and hold
it harmless from and against any and all claims, liabilities, costs and expenses
(including, without limitation, reasonable attorney's fees) arising out of, or
assessed against the Trustee in connection with the termination of the WFHM
Servicing Agreement as provided in the second preceding sentence. If the Trustee
terminates such Servicing Agreement, the Trustee may enter into a substitute
Servicing Agreement with the Master Servicer or, at the Master Servicer's
nomination, with another mortgage loan service company acceptable to the
Trustee, the Trust Administrator, the Master Servicer and each Rating Agency
under which the Master Servicer or such substitute servicer, as the case may be,
shall assume, satisfy, perform and carry out all liabilities, duties,
responsibilities and obligations that are to be, or otherwise were to have been,
satisfied, performed and carried out by such Servicer under such terminated
Servicing Agreement. Until such time as the Trustee enters into a substitute
servicing agreement with respect to the Mortgage Loans previously serviced by
such Servicer, the Master Servicer shall assume, satisfy, perform and carry out
all obligations which otherwise were to have been satisfied, performed and
carried out by such Servicer under its terminated Servicing Agreement. However,
in no event shall the Master Servicer be deemed to have assumed the obligations
of a Servicer to advance payments of principal and interest on a delinquent
Mortgage Loan in excess of the Master Servicer's independent Periodic Advance
obligation under Section 3.03 of this Agreement. As compensation for the Master
Servicer of any servicing obligations fulfilled or assumed by the Master
Servicer, the Master Servicer shall be entitled to any servicing compensation to
which a Servicer would have been entitled if the Servicing Agreement with such
Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation
Proceeds received from a Servicer shall be allocated first to accrued and unpaid
interest on the related Mortgage Loan and then to the unpaid principal balance
thereof.
SECTION 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all
filings required to be made by the Seller with respect to the Class A
Certificates and the Class B-1, Class B-2 and Class B-3 Certificates pursuant to
the Securities Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
(a) (i) On each Distribution Date, the Pool Distribution
Amount will be applied in the following amounts, to the extent the Pool
Distribution Amount is sufficient therefor, in the manner and in the order of
priority as follows:
first, to the Classes of Class A Certificates, pro rata, based
upon their respective Interest Accrual Amounts, in an aggregate amount up to the
Class A Interest Accrual Amount with respect to such Distribution Date; provided
that prior to the applicable Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of interest to each
Class of Accrual Certificates and each Accrual Component pursuant to this
provision will instead be distributed in reduction of the Principal Balances of
certain Classes of Class A Certificates and Components, in each case in
accordance with Section 4.01(b);
second, to the Classes of Class A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the Aggregate Class A Unpaid Interest Shortfall; provided that
prior to the applicable Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of unpaid interest
shortfalls to each Class of Accrual Certificates and each Accrual Component
pursuant to this provision will instead be distributed in reduction of the
Principal Balances of certain Classes of Class A Certificates and Components, in
each case in accordance with Section 4.01(b);
third, concurrently, to the Class A Certificates (other than
the Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based on
their respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Class A Certificates (other than the Class A-PO
Certificates), in an aggregate amount up to the Class A Non-PO Optimal Principal
Amount, such distribution to be allocated among such Classes in accordance with
Section 4.01(b) or Section 4.01(c), as applicable, and (B) to the Class A-PO
Certificates in an amount up to the Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the
Class A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second below, second to the Class B-5 Certificates pursuant to
Paragraph nineteenth below, third to the Class B-4 Certificates pursuant to
Paragraph sixteenth below, fourth to the Class B-3 Certificates pursuant to
Paragraph thirteenth below, fifth to the Class B-2 Certificates pursuant to
Paragraph tenth below, and sixth to the Class B-1 Certificates pursuant to
Paragraph seventh below;
fifth, to the Class B-1 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the
Class B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph seventh
will be reduced by the amount, if any, that would have been distributable to the
Class B-1 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the
Class B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the
Class B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph tenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-2 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates, in an amount up to
the Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to
the Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to
the Interest Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to
the Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to
the Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph sixteenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to
the Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to
the Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to
the Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up
to the Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder of
the Class A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance of
any Class (other than the Class A-7, Class A-R or Class A-LR Certificates) has
been reduced to zero or, in the case of the Class A-7 Certificates, after the
latter to occur of (i) the Principal Balance of such Class has been reduced to
zero or (ii) the Class A-7-4 Notional Amount and Class A-7-5 Notional Amount
have been reduced to zero, such Class will be entitled to no further
distributions of principal or interest (including, without limitation, any
Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the
Principal Adjustment, if any, attributable to any Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests.
On each Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class, Classes,
Component or Components as provided herein. On each Distribution Date, each
Uncertificated Lower-Tier Interest shall receive distributions in respect of
interest in an amount equal to the Interest Accrual Amounts and Unpaid Interest
Shortfalls, as the case may be, in respect of its Corresponding Upper-Tier
Class, Classes, Component or Components, in each case to the extent actually
distributed (or, in the case of a the Accrual Certificates or the Accrual
Components, added to their Principal Balance) thereon. On each Distribution
Date, each Uncertificated Lower-Tier Interest shall receive distributions in
respect of interest in an amount equal to the Interest Accrual Amounts and
Unpaid Interest Shortfalls, as the case may be, in respect of its Corresponding
Upper-Tier Class or Classes, in each case to the extent actually distributed
thereon. Such amounts distributed to the Uncertificated Lower-Tier Interests in
respect of principal and interest with respect to any Distribution Date are
referred to herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Principal Balances of the respective
Corresponding Upper-Tier Class, Classes, Component or Components. The initial
principal balance of each Uncertificated Lower-Tier Interest equals the Original
Principal Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components.
The pass-through rate with respect to the Class A-L1 Interest,
Class A-L2 Interest, Class A-L3 Interest, Class A-LUR Interest, Class B-L1
Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class
B-L5 Interest and Class B-L6 Interest shall be 6.750% per annum. The Class A-LPO
Interest is a principal-only interest and is not entitled to distributions of
interest. Any Non-Supported Interest Shortfalls will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
(b) On each Distribution Date prior to the Subordination
Depletion Date, the Class A Non-PO Principal Distribution Amount will be
allocated among and distributed in reduction of the Principal Balances of the
Class A Certificates and Components (other than the Class A-PO Certificates)
sequentially as follows:
I. On each Distribution Date occurring prior to the applicable
Accretion Termination Date for the Class A-5 and Class A-6 Certificates
and the Class A-7-1 and Class A-7-2 Components, the sum of the Accrual
Distribution Amounts for the Class A-5 and Class A-6 Certificates and
the Class A-7-1 and Class A-7-2 Components will be distributed
sequentially as follows:
first, concurrently, to the Class A-3 and Class A-4
Certificates, pro rata, up to their Reduction Amounts for such Distribution
Date;
second, sequentially as follows:
(a) to the Class A-7-1 Component, up to its Reduction Amount
for such Distribution Date; and
(b) sequentially, to the Class A-7-2 Component and the Class
A-5 Certificates, in that order, up to their TAC
Principal Amounts for such Distribution Date;
third, sequentially, as follows:
(a) to the Class A-6 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(b) to the Class A-7-1 Component, without regard to its
Reduction Amount for such Distribution Date, until the
Principal Balance thereof has been reduced to zero;
fourth, concurrently, to the Class A-3 and Class A-4
Certificates, pro rata, without regard to their Reduction Amounts for
such Distribution Date, until the Principal Balance of each such Class
has been reduced to zero; and
fifth, sequentially, to the Class A-7-2 Component and the
Class A-5 Certificates, in that order, without regard to their TAC
Principal Amounts for such Distribution Date, until the Principal
Balance of each such Class and Component has been reduced to zero.
II. On each Distribution Date occurring prior to the
Subordination Depletion Date, the Class A Non-PO Principal Amount will be
allocated among and distributed in reduction of the Principal Balances of the
Class A Certificates (other than the Class A-PO Certificates) sequentially as
follows:
first, concurrently, to the Class A-R and Class A-LR
Certificates, pro rata, until the Principal Balance of each such Class has been
reduced to zero;
second, sequentially, to the Class A-1 and Class A-2
Certificates and Class A-7-3 Component, in that order, up to their PAC Principal
Amounts for such Distribution Date;
third, concurrently, to the Class A-3 and Class A-4
Certificates, pro rata, up to their Reduction Amounts for such Distribution
Date;
fourth, sequentially, as follows:
(a) to the Class A-7-1 Component, up to its Reduction Amount
for such Distribution Date; and
(b) sequentially, to the Class A-7-2 Component and the Class
A-5 Certificates, in that order, up to their TAC
Principal Amounts for such Distribution Date;
fifth, sequentially, as follows:
(a) to the Class A-6 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(b) to the Class A-7-1 Component, without regard to its
Reduction Amount for such Distribution Date, until the
Principal Balance thereof has been reduced to zero;
sixth, concurrently, to the Class A-3 and Class A-4
Certificates, pro rata, without regard to their Reduction Amounts for
such Distribution Date, until the Principal Balance of each such Class
has been reduced to zero;
seventh, sequentially, to the Class A-7-2 Component and the
Class A-5 Certificates, in that order, without regard to their TAC
Principal Amounts for such Distribution Date, until the Principal
Balance of each such Component and Class has been reduced to zero; and
eighth, sequentially, to the Class A-1 and Class A-2
Certificates and the Class A-7-3 Component, in that order, without
regard to their PAC Principal Amounts for such Distribution Date, until
the Principal Balance of each such Class and Component has been reduced
to zero.
As used above, the "PAC Principal Amount" for any Distribution
Date and any Class of PAC Certificates or the PAC Component means the amount, if
any, that would reduce the Principal Balance of such Class or Component to the
percentage of its Original Principal Balance shown in the related table set
forth below with respect to such Distribution Date.
As used above, the "TAC Principal Amount" for any Distribution
Date and the Class of TAC Certificates or the TAC Component means the amount, if
any, that would reduce the Principal Balance of such Class or Component to the
percentage of its Original Principal Balance shown in the related table set
forth below with respect to such Distribution Date.
As used above, the "Reduction Amount" for any Distribution
Date and any Class of Scheduled Certificates or the Scheduled Component means
the amount, if any, that would reduce the Principal Balance of such Class or
Component to the percentage of its Original Principal Balance shown in the
related table set forth below with respect to such Distribution Date.
The following tables set forth for each Distribution Date the
planned Principal Balances for the PAC Certificates and the PAC Component, the
targeted Principal Balances for the TAC Certificates and the TAC Component and
the scheduled Principal Balances for the Scheduled Certificates and the
Scheduled Component, expressed as a percentage of the Original Principal Balance
of each Class.
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-1 CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
June 2003......... 100.00000000% November 2004..... 60.99789751% April 2006........ 26.04772182%
July 2003......... 97.66003068 December 2004..... 58.83160548 May 2006.......... 24.11159651
August 2003....... 95.26147236 January 2005...... 56.67955938 June 2006......... 22.18824438
September 2003.... 92.87437232 February 2005..... 54.54166797 July 2006......... 20.30115193
October 2003...... 90.49871067 March 2005........ 52.41784058 August 2006....... 18.42656928
November 2003..... 88.13863757 April 2005........ 50.30798714 September 2006.... 16.56441563
December 2003..... 85.79405296 May 2005.......... 48.21201816 October 2006...... 14.71461065
January 2004...... 83.46485748 June 2005......... 46.12984477 November 2006..... 12.87707461
February 2004..... 81.15095236 July 2005......... 44.06137862 December 2006..... 11.05172826
March 2004........ 78.85223953 August 2005....... 42.00653202 January 2007...... 9.23849287
April 2004........ 76.56862152 September 2005.... 39.96521776 February 2007..... 7.43729020
May 2004.......... 74.30000153 October 2005...... 37.93734929 March 2007........ 5.64804257
June 2004......... 72.04628338 November 2005..... 35.92284056 April 2007........ 3.87067275
July 2004......... 69.80737150 December 2005..... 33.92160615 May 2007.......... 2.12937767
August 2004....... 67.58317097 January 2006...... 31.93356112 June 2007......... 0.44300340
September 2004.... 65.37358749 February 2006..... 29.95862117 July 2007
October 2004...... 63.17852736 March 2006........ 27.99670247 and thereafter.. 0.00000000
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-2 CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
June 2007......... 100.00000000% November 2008..... 43.57268313% April 2010........ 12.88128597%
July 2007......... 96.82090374 December 2008..... 41.17533945 May 2010.......... 11.59530913
August 2007....... 92.56595742 January 2009...... 38.85593081 June 2010......... 10.35085458
September 2007.... 88.44642268 February 2009..... 36.61201568 July 2010......... 9.23317703
October 2007...... 84.45815274 March 2009........ 34.44122735 August 2010....... 8.14959235
November 2007..... 80.59712565 April 2009........ 32.34127158 September 2010.... 7.09907061
December 2007..... 76.85944029 May 2009.......... 30.30992448 October 2010...... 6.08061281
January 2008...... 73.24131316 June 2009......... 28.34503029 November 2010..... 5.09324977
February 2008..... 69.73907452 July 2009......... 26.56179039 December 2010..... 4.13604158
March 2008........ 66.34916526 August 2009....... 24.83572658 January 2011...... 3.20807639
April 2008........ 63.06813339 September 2009.... 23.16504297 February 2011..... 2.30846977
May 2008.......... 59.89263106 October 2009...... 21.54799910 March 2011........ 1.43636387
June 2008......... 56.81941119 November 2009..... 19.98290835 April 2011........ 0.59092655
July 2008......... 53.99298665 December 2009..... 18.46813629 May 2011
August 2008....... 51.25790990 January 2010...... 17.00209919 and thereafter.. 0.00000000
September 2008.... 48.61132932 February 2010..... 15.58326219
October 2008...... 46.05048042 March 2010........ 14.21013816
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-7-3 COMPONENT
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
April 2011........ 100.00000000% August 2015....... 19.37867788% December 2019..... 3.41270275%
May 2011.......... 99.11398388 September 2015.... 18.75783525 January 2020...... 3.29697288
June 2011......... 96.03530675 October 2015...... 18.15640863 February 2020..... 3.18499725
July 2011......... 93.05086663 November 2015..... 17.57380075 March 2020........ 3.07665763
August 2011....... 90.15780913 December 2015..... 17.00943263 April 2020........ 2.97183913
September 2011.... 87.35336588 January 2016...... 16.46274275 May 2020.......... 2.87043063
October 2011...... 84.63485188 February 2016..... 15.93318688 June 2020......... 2.77232438
November 2011..... 81.99966250 March 2016........ 15.42023713 July 2020......... 2.67741588
December 2011..... 79.44527175 April 2016........ 14.92338175 August 2020....... 2.58560413
January 2012...... 76.96922925 May 2016.......... 14.44212475 September 2020.... 2.49679100
February 2012..... 74.56915875 June 2016......... 13.97598475 October 2020...... 2.41088150
March 2012........ 72.24275513 July 2016......... 13.52449575 November 2020..... 2.32778363
April 2012........ 69.98778288 August 2016....... 13.08720525 December 2020..... 2.24740813
May 2012.......... 67.80207350 September 2016.... 12.66367488 January 2021...... 2.16966863
June 2012......... 65.68352400 October 2016...... 12.25347963 February 2021..... 2.09448138
July 2012......... 63.63009463 November 2016..... 11.85620750 March 2021........ 2.02176538
August 2012....... 61.63980713 December 2016..... 11.47145875 April 2021........ 1.95144188
September 2012.... 59.71074263 January 2017...... 11.09884613 May 2021.......... 1.88343463
October 2012...... 57.84104025 February 2017..... 10.73799413 June 2021......... 1.81767013
November 2012..... 56.02889513 March 2017........ 10.38853863 July 2021......... 1.75407675
December 2012..... 54.27255675 April 2017........ 10.05012688 August 2021....... 1.69258513
January 2013...... 52.57032750 May 2017.......... 9.72241650 September 2021.... 1.63312838
February 2013..... 50.92056075 June 2017......... 9.40507588 October 2021...... 1.57564138
March 2013........ 49.32165975 July 2017......... 9.09778338 November 2021..... 1.52006100
April 2013........ 47.77207575 August 2017....... 8.80022725 December 2021..... 1.46632650
May 2013.......... 46.27030675 September 2017.... 8.51210550 January 2022...... 1.41437875
June 2013......... 44.81489613 October 2017...... 8.23312500 February 2022..... 1.36416025
July 2013......... 43.40443113 November 2017..... 7.96300163 March 2022........ 1.31561575
August 2013....... 42.03754175 December 2017..... 7.70146038 April 2022........ 1.26869150
September 2013.... 40.71289925 January 2018...... 7.44823413 May 2022.......... 1.22333550
October 2013...... 39.42921525 February 2018..... 7.20306438 June 2022......... 1.17949713
November 2013..... 38.18523988 March 2018........ 6.96570025 July 2022......... 1.13712775
December 2013..... 36.97976150 April 2018........ 6.73589863 August 2022....... 1.09617988
January 2014...... 35.81160475 May 2018.......... 6.51342400 September 2022.... 1.05660788
February 2014..... 34.67962988 June 2018......... 6.29804788 October 2022...... 1.01836738
March 2014........ 33.58273163 July 2018......... 6.08954900 November 2022..... 0.98141525
April 2014........ 32.51983825 August 2018....... 5.88771263 December 2022..... 0.94570988
May 2014.......... 31.48991038 September 2018.... 5.69233075 January 2023...... 0.91121100
June 2014......... 30.49193988 October 2018...... 5.50320188 February 2023..... 0.87787950
July 2014......... 29.52494925 November 2018..... 5.32013063 March 2023........ 0.84567763
August 2014....... 28.58799088 December 2018..... 5.14292738 April 2023........ 0.81456875
September 2014.... 27.68014538 January 2019...... 4.97140875 May 2023.......... 0.78451738
October 2014...... 26.80052150 February 2019..... 4.80539663 June 2023......... 0.75548913
November 2014..... 25.94825488 March 2019........ 4.64471875 July 2023......... 0.72745063
December 2014..... 25.12250738 April 2019........ 4.48920775 August 2023....... 0.70036988
January 2015...... 24.32246625 May 2019.......... 4.33870175 September 2023.... 0.67421538
February 2015..... 23.54734338 June 2019......... 4.19304388 October 2023...... 0.64895725
March 2015........ 22.79637450 July 2019......... 4.05208163 November 2023..... 0.62456600
April 2015........ 22.06881875 August 2019....... 3.91566788 December 2023..... 0.60101338
May 2015.......... 21.36395738 September 2019.... 3.78365950 January 2024...... 0.57827188
June 2015......... 20.68109375 October 2019...... 3.65591788 February 2024..... 0.55631500
July 2015......... 20.01955238 November 2019..... 3.53230900 March 2024........ 0.53511700
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-7-3 COMPONENT (CONTINUED)
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
April 2024........ 0.51465300% August 2026....... 0.15975525% December 2028..... 0.03604788%
May 2024.......... 0.49489875 September 2026.... 0.15263825 January 2029...... 0.03371838
June 2024......... 0.47583113 October 2026...... 0.14578575 February 2029..... 0.03148625
July 2024......... 0.45742738 November 2026..... 0.13918875 March 2029........ 0.02934788
August 2024....... 0.43966563 December 2026..... 0.13283850 April 2029........ 0.02729975
September 2024.... 0.42252475 January 2027...... 0.12672638 May 2029.......... 0.02533888
October 2024...... 0.40598413 February 2027..... 0.12084425 June 2029......... 0.02346188
November 2024..... 0.39002413 March 2027........ 0.11518425 July 2029......... 0.02166575
December 2024..... 0.37462525 April 2027........ 0.10973875 August 2029....... 0.01994738
January 2025...... 0.35976900 May 2027.......... 0.10450038 September 2029.... 0.01830413
February 2025..... 0.34543738 June 2027......... 0.09946175 October 2029...... 0.01673313
March 2025........ 0.33161288 July 2027......... 0.09461613 November 2029..... 0.01523175
April 2025........ 0.31827875 August 2027....... 0.08995675 December 2029..... 0.01379725
May 2025.......... 0.30541863 September 2027.... 0.08547725 January 2030...... 0.01242725
June 2025......... 0.29301650 October 2027...... 0.08117113 February 2030..... 0.01111938
July 2025......... 0.28105738 November 2027..... 0.07703250 March 2030........ 0.00987125
August 2025....... 0.26952625 December 2027..... 0.07305550 April 2030........ 0.00868063
September 2025.... 0.25840875 January 2028...... 0.06923425 May 2030.......... 0.00754538
October 2025...... 0.24769113 February 2028..... 0.06556363 June 2030......... 0.00646338
November 2025..... 0.23736000 March 2028........ 0.06203800 July 2030......... 0.00543250
December 2025..... 0.22740213 April 2028........ 0.05865250 August 2030....... 0.00445100
January 2026...... 0.21780513 May 2028.......... 0.05540200 September 2030.... 0.00351688
February 2026..... 0.20855688 June 2028......... 0.05228188 October 2030...... 0.00262825
March 2026........ 0.19964538 July 2028......... 0.04928725 November 2030..... 0.00178350
April 2026........ 0.19105938 August 2028....... 0.04641388 December 2030..... 0.00098088
May 2026.......... 0.18278788 September 2028.... 0.04365738 January 2031...... 0.00021875
June 2026......... 0.17482025 October 2028...... 0.04101363 February 2031
July 2026......... 0.16714600 November 2028..... 0.03847838 and thereafter. 0.00000000
TARGETED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-5 CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
June 200l......... 100.00000000% November 2005..... 134.62051785% April 2010........ 181.22683801%
July 2001......... 100.56250005 December 2005..... 135.37775815 May 2010.......... 182.24623894
August 2001....... 101.12816408 January 2006...... 136.13925811 June 2010......... 183.27137403
September 2001.... 101.69701008 February 2006..... 136.90504152 July 2010......... 184.30227564
October 2001...... 102.26905569 March 2006........ 137.67513237 August 2010....... 185.33897592
November 2001..... 102.84431907 April 2006........ 138.44955483 September 2010.... 186.38150759
December 2001..... 103.42281839 May 2006.......... 139.22833361 October 2010...... 187.42990370
January 2002...... 104.00457182 June 2006......... 140.01149305 November 2010..... 188.48419678
February 2002..... 104.58959753 July 2006......... 140.79905769 December 2010..... 189.54442046
March 2002........ 105.17791405 August 2006....... 141.59105242 January 2011...... 190.61060780
April 2002........ 105.76953975 September 2006.... 142.38750214 February 2011..... 191.68279240
May 2002.......... 106.36449350 October 2006...... 143.18843173 March 2011........ 192.76100809
June 2002......... 106.96279368 November 2006..... 143.99386663 April 2011........ 193.84528882
July 2002......... 107.56445934 December 2006..... 144.80383211 May 2011.......... 194.93566857
August 2002....... 108.16950958 January 2007...... 145.61835377 June 2011......... 196.03218170
September 2002.... 108.77796293 February 2007..... 146.43745707 July 2011......... 197.13486272
October 2002...... 109.38983901 March 2007........ 147.26116762 August 2011....... 198.24374634
November 2002..... 110.00515690 April 2007........ 148.08951177 September 2011.... 199.35886745
December 2002..... 110.62393586 May 2007.......... 148.92251531 October 2011...... 200.48026111
January 2003...... 111.24619551 June 2007......... 149.76020442 November 2011..... 201.60796257
February 2003..... 111.87195530 July 2007......... 150.60260561 December 2011..... 202.74200727
March 2003........ 112.50123521 August 2007....... 151.44974525 January 2012...... 203.88243118
April 2003........ 113.13405451 September 2007.... 152.30165004 February 2012..... 205.02926974
May 2003.......... 113.77043372 October 2007...... 153.15834687 March 2012........ 206.18255946
June 2003......... 114.41039230 November 2007..... 154.01986245 April 2012........ 207.34233633
July 2003......... 115.05395076 December 2007..... 154.88622422 May 2012.......... 208.50863705
August 2003....... 115.70112928 January 2008...... 155.75745925 June 2012......... 209.68149814
September 2003.... 116.35194803 February 2008..... 156.63359499 July 2012......... 210.86095648
October 2003...... 117.00642791 March 2008........ 157.51465885 August 2012....... 212.04704933
November 2003..... 117.66458890 April 2008........ 158.40067884 September 2012.... 213.23981394
December 2003..... 118.32645226 May 2008.......... 159.29168275 October 2012...... 214.43928791
January 2004...... 118.99203852 June 2008......... 160.18769837 November 2012..... 215.64550904
February 2004..... 119.66136877 July 2008......... 161.08875425 December 2012..... 216.85851495
March 2004........ 120.33446407 August 2008....... 161.99487853 January 2013...... 218.07834414
April 2004........ 121.01134533 September 2008.... 162.90609957 February 2013..... 219.30503480
May 2004.......... 121.69203416 October 2008...... 163.82244644 March 2013........ 220.53862560
June 2004......... 122.37655183 November 2008..... 164.74394767 April 2013........ 221.77915545
July 2004......... 123.06491996 December 2008..... 165.67063251 May 2013.......... 223.02666303
August 2004....... 123.75716017 January 2009...... 166.60252966 June 2013......... 224.28118815
September 2004.... 124.45329409 February 2009..... 167.53966894 July 2013......... 215.91681439
October 2004...... 125.15334387 March 2009........ 168.48207959 August 2013....... 206.67683183
November 2004..... 125.85733152 April 2009........ 169.42979122 September 2013.... 197.52114091
December 2004..... 126.56527900 May 2009.......... 170.38283383 October 2013...... 188.44916253
January 2005...... 127.27720869 June 2009......... 171.34123739 November 2013..... 179.46029799
February 2005..... 127.99314291 July 2009......... 172.30503171 December 2013..... 170.55392914
March 2005........ 128.71310439 August 2009....... 173.27424766 January 2014...... 161.72941964
April 2005........ 129.43711565 September 2009.... 174.24891524 February 2014..... 152.98611702
May 2005.......... 130.16519942 October 2009...... 175.22906532 March 2014........ 144.32335187
June 2005......... 130.89737858 November 2009..... 176.21472881 April 2014........ 135.74044063
July 2005......... 131.63367639 December 2009..... 177.20593677 May 2014.......... 127.23668556
August 2005....... 132.37411593 January 2010...... 178.20272009 June 2014......... 118.81137567
September 2005.... 133.11872027 February 2010..... 179.20511038 July 2014......... 110.46378795
October 2005...... 133.86751304 March 2010........ 180.21313909 August 2014....... 102.19318797
TARGETED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-5 CERTIFICATES (CONTINUED)
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
September 2014.... 93.99883093% February 2015..... 54.14396984% July 2015......... 16.07864232%
October 2014...... 85.87996166 March 2015........ 46.39092832 August 2015....... 8.67148942
November 2014..... 77.83581684 April 2015........ 38.70868102 September 2015.... 1.33107077
December 2014..... 69.86562424 May 2015.......... 31.09642373 October 2015
January 2015...... 61.96860416 June 2015......... 23.55334841 and thereafter. 0.00000000
TARGETED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-7-2 COMPONENT
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
July 2001......... 100.56250000% August 2005....... 132.37411578% September 2009.... 121.37714981%
August 2001....... 101.12816406 September 2005.... 133.11872017 October 2009...... 118.40072104
September 2001.... 101.69700998 October 2005...... 133.86751299 November 2009..... 115.42960203
October 2001...... 102.26905568 November 2005..... 134.62051775 December 2009..... 112.46466319
November 2001..... 102.84431909 December 2005..... 135.37775813 January 2010...... 109.50673009
December 2001..... 103.42281839 January 2006...... 136.13925804 February 2010..... 106.55658489
January 2002...... 104.00457177 February 2006..... 136.90504135 March 2010........ 103.61496807
February 2002..... 104.58959748 March 2006........ 137.67513224 April 2010........ 100.68257984
March 2002........ 105.17791397 April 2006........ 138.44955486 May 2010.......... 97.76008179
April 2002........ 105.76953971 May 2006.......... 139.22833359 June 2010......... 94.84809822
May 2002.......... 106.36449338 June 2006......... 140.01149297 July 2010......... 91.91912395
June 2002......... 106.96279364 July 2006......... 140.79905759 August 2010....... 89.00539275
July 2002......... 107.56445938 August 2006....... 141.59105231 September 2010.... 86.10722925
August 2002....... 108.16950945 September 2006.... 142.38750197 October 2010...... 83.22493404
September 2002.... 108.77796293 October 2006...... 143.18843169 November 2010..... 80.35878472
October 2002...... 109.38983900 November 2006..... 143.99386662 December 2010..... 77.50903676
November 2002..... 110.00515682 December 2006..... 144.80383210 January 2011...... 74.67592429
December 2002..... 110.62393583 January 2007...... 145.61835366 February 2011..... 71.85966110
January 2003...... 111.24619548 February 2007..... 146.43745692 March 2011........ 69.06044116
February 2003..... 111.87195533 March 2007........ 147.26116759 April 2011........ 66.27843973
March 2003........ 112.50123506 April 2007........ 148.08951168 May 2011.......... 63.51381383
April 2003........ 113.13405451 May 2007.......... 148.92251516 June 2011......... 60.76670312
May 2003.......... 113.77043356 June 2007......... 149.76020430 July 2011......... 58.03723050
June 2003......... 114.41039229 July 2007......... 150.60260547 August 2011....... 55.32550296
July 2003......... 115.05395072 August 2007....... 151.44974514 September 2011.... 52.63161193
August 2003....... 115.70112921 September 2007.... 152.30164995 October 2011...... 49.95563426
September 2003.... 116.35194805 October 2007...... 153.15834674 November 2011..... 47.29763260
October 2003...... 117.00642776 November 2007..... 154.01986241 December 2011..... 44.65765606
November 2003..... 117.66458892 December 2007..... 154.88622415 January 2012...... 42.03574070
December 2003..... 118.32645222 January 2008...... 155.75745916 February 2012..... 39.43191028
January 2004...... 118.99203853 February 2008..... 156.63359486 March 2012........ 36.84617658
February 2004..... 119.66136875 March 2008........ 157.51465884 April 2012........ 34.27854003
March 2004........ 120.33446392 April 2008........ 158.40067879 May 2012.......... 31.72899012
April 2004........ 121.01134529 May 2008.......... 159.29168263 June 2012......... 29.19750595
May 2004.......... 121.69203412 June 2008......... 160.18769832 July 2012......... 26.68405672
June 2004......... 122.37655180 July 2008......... 161.08875413 August 2012....... 24.18860202
July 2004......... 123.06491990 August 2008....... 159.27753320 September 2012.... 21.71109247
August 2004....... 123.75716008 September 2008.... 156.43882615 October 2012...... 19.25146991
September 2004.... 124.45329411 October 2008...... 153.58302729 November 2012..... 16.80966802
October 2004...... 125.15334389 November 2008..... 150.71199893 December 2012..... 14.38561255
November 2004..... 125.85733147 December 2008..... 147.82752434 January 2013...... 11.97922173
December 2004..... 126.56527894 January 2009...... 144.93131046 February 2013..... 9.59040672
January 2005...... 127.27720862 February 2009..... 142.02499069 March 2013........ 7.21907173
February 2005..... 127.99314294 March 2009........ 139.11012717 April 2013........ 4.86511467
March 2005........ 128.71310436 April 2009........ 136.18821346 May 2013.......... 2.52842719
April 2005........ 129.43711559 May 2009.......... 133.26067676 June 2013......... 0.20889515
May 2005.......... 130.16519934 June 2009......... 130.32888021 July 2013
June 2005......... 130.89737860 July 2009......... 127.34221997 and thereafter. 0.00000000
July 2005......... 131.63367635 August 2009....... 124.35797125
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-3 AND CLASS A-4 CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
July 2001......... 99.07093491% June 2003......... 49.09032133% May 2005.......... 17.43793617%
August 2001....... 98.02830914 July 2003......... 47.42897065 June 2005......... 16.38524141
September 2001.... 96.87273423 August 2003....... 45.74513300 July 2005......... 15.35551412
October 2001...... 95.60490293 September 2003.... 44.09297999 August 2005....... 14.34829429
November 2001..... 94.22566653 October 2003...... 42.47205062 September 2005.... 13.36312913
December 2001..... 92.73603424 November 2003..... 40.88500696 October 2005...... 12.39957302
January 2002...... 91.13717242 December 2003..... 39.33121690 November 2005..... 11.45718736
February 2002..... 89.43040329 January 2004...... 37.81005828 December 2005..... 10.53554052
March 2002........ 87.61720329 February 2004..... 36.32091870 January 2006...... 9.63420766
April 2002........ 85.69920108 March 2004........ 34.86319545 February 2006..... 8.75277069
May 2002.......... 83.67817520 April 2004........ 33.43629524 March 2006........ 7.89081811
June 2002......... 81.55605130 May 2004.......... 32.03963415 April 2006........ 7.04794493
July 2002......... 79.33489904 June 2004......... 30.67263747 May 2006.......... 6.22375259
August 2002....... 77.01692865 July 2004......... 29.33473950 June 2006......... 5.41784881
September 2002.... 74.60448707 August 2004....... 28.02538347 July 2006......... 4.65006079
October 2002...... 72.10005383 September 2004.... 26.74402140 August 2006....... 3.89961861
November 2002..... 69.50623651 October 2004...... 25.49011391 September 2006.... 3.16614899
December 2002..... 66.82576594 November 2004..... 24.26313015 October 2006...... 2.44928460
January 2003...... 64.06149104 December 2004..... 23.06254764 November 2006..... 1.74866391
February 2003..... 61.21637339 January 2005...... 21.88785210 December 2006..... 1.06393112
March 2003........ 58.29348152 February 2005..... 20.73853742 January 2007...... 0.39473608
April 2003........ 55.29598482 March 2005........ 19.61410545 February 2007
May 2003.......... 52.22714735 April 2005........ 18.51406588 and thereafter. 0.00000000
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-7-1 COMPONENT
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
July 2001......... 100.56250000% December 2003..... 118.32645220% May 2006.......... 139.22833360%
August 2001....... 101.12816410 January 2004...... 118.99203850 June 2006......... 140.01149300
September 2001.... 101.69701000 February 2004..... 119.66136870 July 2006......... 140.79905760
October 2001...... 102.26905570 March 2004........ 120.33446390 August 2006....... 141.59105230
November 2001..... 102.84431910 April 2004........ 121.01134530 September 2006.... 142.38750200
December 2001..... 103.42281840 May 2004.......... 121.69203410 October 2006...... 143.18843170
January 2002...... 104.00457180 June 2004......... 122.37655180 November 2006..... 143.99386660
February 2002..... 104.58959750 July 2004......... 123.06491990 December 2006..... 144.80383210
March 2002........ 105.17791400 August 2004....... 123.75716010 January 2007...... 145.61835370
April 2002........ 105.76953970 September 2004.... 124.45329410 February 2007..... 143.08665310
May 2002.......... 106.36449340 October 2004...... 125.15334390 March 2007........ 135.64988760
June 2002......... 106.96279370 November 2004..... 125.85733140 April 2007........ 128.40541810
July 2002......... 107.56445940 December 2004..... 126.56527890 May 2007.......... 121.14255570
August 2002....... 108.16950950 January 2005...... 127.27720860 June 2007......... 113.69619680
September 2002.... 108.77796290 February 2005..... 127.99314290 July 2007......... 105.95164010
October 2002...... 109.38983900 March 2005........ 128.71310440 August 2007....... 98.04645690
November 2002..... 110.00515680 April 2005........ 129.43711560 September 2007.... 89.98932410
December 2002..... 110.62393580 May 2005.......... 130.16519930 October 2007...... 81.78858720
January 2003...... 111.24619550 June 2005......... 130.89737860 November 2007..... 73.45227120
February 2003..... 111.87195530 July 2005......... 131.63367630 December 2007..... 64.98809170
March 2003........ 112.50123510 August 2005....... 132.37411580 January 2008...... 56.40346410
April 2003........ 113.13405450 September 2005.... 133.11872020 February 2008..... 47.70551460
May 2003.......... 113.77043360 October 2005...... 133.86751300 March 2008........ 38.90108880
June 2003......... 114.41039230 November 2005..... 134.62051770 April 2008........ 29.99676150
July 2003......... 115.05395070 December 2005..... 135.37775820 May 2008.......... 20.99884540
August 2003....... 115.70112920 January 2006...... 136.13925800 June 2008......... 11.91340030
September 2003.... 116.35194810 February 2006..... 136.90504140 July 2008......... 2.55178090
October 2003...... 117.00642780 March 2006........ 137.67513220 August 2008.......
November 2003..... 117.66458890 April 2006........ 138.44955480 and thereafter. 0.00000000
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Subordination Depletion Date, the Class A
Non-PO Principal Distribution Amount shall be distributed among the Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of
Class B Certificates are eligible to receive distributions of principal with
respect to any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5 Principal
Balance is greater than zero, the Class B-6 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution
Date the aggregate distributions to Holders of the Classes of Class B
Certificates entitled to receive distributions of principal would reduce the
Principal Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary
to bring the Principal Balance of such Class of Class B Certificates to zero.
The Class B Prepayment Percentages and the Class B Percentages of the remaining
Classes of Class B Certificates will be recomputed substituting for the
Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment Percentage
or Subordinated Percentage as the case may be, and (B) the percentages
determined in accordance with the preceding sentence necessary to bring the
Principal Balances of the affected Classes of Class B Certificates to zero;
provided, however, that if the Principal Balances of all the Classes of Class B
Certificates eligible to receive distributions of principal shall be reduced to
zero on such Distribution Date, the Class B Prepayment Percentage and the Class
B Percentage of the Class of Class B Certificates with the lowest numerical
Class designation which would otherwise be ineligible to receive distributions
of principal in accordance with this Section shall equal the remainder of the
Subordinated Prepayment Percentage for such Distribution Date minus the sum of
the Class B Prepayment Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, and the remainder of the
Subordinated Percentage for such Distribution Date minus the sum of the Class B
Percentages of the Classes of Class B Certificates having lower numerical Class
designations, if any, respectively. Any entitlement of any Class of Class B
Certificates to principal payments solely pursuant to this clause (ii) shall not
cause such Class to be regarded as being eligible to receive principal
distributions for the purpose of applying the definition of its Class B
Percentage or Class B Prepayment Percentage.
(e) The Trust Administrator shall establish and maintain the
Upper-Tier Certificate Account, which shall be a separate trust account and an
Eligible Account. On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent shall, on behalf of
the Master Servicer, from funds available on deposit in the Payment Account, (i)
deposit, in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class A-LR
Certificate and all other amounts distributable to the Class A-LR Certificate.
The Trust Administrator may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final
Distribution Date (if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Seller), the Paying Agent
shall, on behalf of the Master Servicer, from funds remitted to it by the Master
Servicer, distribute to each Certificateholder of record (other than the Class
A-LR Certificateholder) on the preceding Record Date (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders or in the
last paragraph of this Section 4.01(f) respecting the final distribution in
respect of any Class) either in immediately available funds by wire transfer to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder holds Certificates
having a Denomination at least equal to that specified in Section 11.23, and has
so notified the Master Servicer or, if applicable, the Paying Agent at least
seven Business Days prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less than the requisite
minimum Denomination or if such Holder holds the Class A-R Certificate or has
not so notified the Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such Holder's share of the
Class A Distribution Amount with respect to each Class of Class A Certificates
and the Class B Distribution Amount with respect to each Class of Class B
Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-7, Class A-R or Class A-LR Certificates) or the
Principal Balance of any Class of Class B Certificates would be reduced to zero,
or, in the case of the Class A-7 Certificates, upon the later of (a) the
Principal Balance of such Class being reduced to zero or (b) the Class A-7-4
Notional Amount and Class A-7-5 Notional Amount being reduced to zero, the
Master Servicer shall, as soon as practicable after the Determination Date
relating to such Distribution Date, send a notice to the Trust Administrator.
The Trust Administrator will then send a notice to each Certificateholder of
such Class with a copy to the Certificate Registrar, specifying that the final
distribution with respect to such Class will be made on such Distribution Date
only upon the presentation and surrender of such Certificateholder's
Certificates at the office or agency of the Trust Administrator therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by
the Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal
portion of Realized Losses (other than Debt Service Reductions, Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be
allocated as follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than
the Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through
the reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal
portion of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses occurring with respect to any Mortgage Loan allocable to the
Class A-PO Certificates will equal the product of the amount of any such
principal loss and the PO Fraction for such Mortgage Loan. The principal portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses remaining after allocation to the Class A-PO Certificates in accordance
with the preceding sentence shall be allocated pro rata among the Class A
Certificates (other than the Class A-7 and Class A-PO Certificates), the Class
A-7-1 Component, the Class A-7-2 Component, the Class A-7-3 Component and Class
B Certificates based on the Class A Non-PO Principal Balance and the Class B
Principal Balance, respectively. Any such loss allocated to the Class A
Certificates shall be allocated on the subsequent Determination Date to the
outstanding Classes of Class A Certificates (other than the Class A-7 and A-PO
Certificates) and the Class A-7-1 Component, Class A-7-2 Component and Class
A-7-3 Component in accordance with the Class A Loss Percentages as of such
Determination Date. Any such loss allocated to the Class B Certificates shall be
allocated pro rata among the outstanding Classes of Class B Certificates based
on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A
Certificates or Class B Certificates pursuant to Section 4.02(a) or Section
4.02(b) shall be allocated among the Certificates of such Class based on their
Percentage Interests.
(d) [Intentionally Left Blank]
(e) The interest portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i)
the Class A Certificates and (ii) the Class B Certificates, pro rata based on
the Class A Interest Accrual Amount and the Class B Interest Accrual Amount for
the related Distribution Date without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates (other than the Class A-7
Certificates) and the Components based on their Class A Interest Percentages.
Any such loss allocated to the Class B Certificates will be allocated among the
outstanding Classes of Class B Certificates based on their Class B Interest
Percentages. In addition, after the Class B Principal Balance has been reduced
to zero, the interest portion of Realized Losses (other than Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be
allocated among the outstanding Classes of Class A Certificates based on their
Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section
4.02 will be allocated as follows: (i) Liquidated Loan Losses on Liquidated
Loans for which the Liquidation Proceeds were received during, and Bankruptcy
Losses incurred in a period corresponding to, an Unscheduled Principal Receipt
Period for Full Unscheduled Principal Receipts that is a Mid-Month Receipt
Period will be allocated on the Determination Date in the month following the
month in which such Mid-Month Receipt Period ended and (ii) Liquidated Loan
Losses on Liquidated Loans for which the Liquidation Proceeds were received
during, and Bankruptcy Losses incurred in a period corresponding to, an
Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts
that is a Prior Month Receipt Period will be allocated on the Determination Date
in the second month following the month which is such Prior Month Receipt
Period.
(g) With respect to any Distribution Date, the principal
portion of Realized Losses and recoveries attributable to previously allocated
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in an amount equal to the amount
allocated to its respective Corresponding Upper-Tier Class, Classes, Component
or Components as provided above.
(h) With respect to any Distribution Date, the interest
portion of Realized Losses allocated pursuant to this Section 4.02 will be
allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust
Administrator as initial Paying Agent to make distributions to
Certificateholders and to forward to Certificateholders the periodic statements
and the annual statements required by Section 4.04 as agent of the Master
Servicer.
The Master Servicer may, at any time, remove or replace the
Paying Agent.
The Master Servicer shall cause any Paying Agent that is not
the Trust Administrator to execute and deliver to the Trust Administrator an
instrument in which such Paying Agent agrees with the Trust Administrator that
such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trust Administrator, forthwith pay to
the Trust Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment
Account, which shall be a separate trust account and an Eligible Account, in
which the Master Servicer shall cause to be deposited from funds in the
Certificate Account or, to the extent required hereunder, from its own funds (i)
at or before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS;
REPORT TO THE TRUST ADMINISTRATOR AND THE
SELLER.
Concurrently with each distribution pursuant to Section
4.01(f), the Master Servicer, or the Paying Agent appointed by the Master
Servicer (upon receipt of such statement from the Master Servicer), shall
forward or cause to be forwarded by mail to each Holder of a Certificate and the
Seller a statement setting forth:
(i) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to principal, separately identifying
the aggregate amount of any Unscheduled Principal Receipts included
therein;
(ii) (a) the amount of such distribution to Holders of each
Class of Class A Certificates allocable to interest, (b) the amount of
the Current Class A Interest Distribution Amount allocated to each
Class of Class A Certificates, (c) any Class A Interest Shortfall
Amounts arising with respect to such Distribution Date and any
remaining Class A Unpaid Interest Shortfall with respect to each Class
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class A
Certificates for such Distribution Date and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class A Certificates for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to principal, separately identifying
the aggregate amount of any Unscheduled Principal Receipts included
therein;
(iv) (a) the amount of such distribution to Holders of each
Class of Class B Certificates allocable to interest, (b) the amount of
the Current Class B Interest Distribution Amount allocated to each
Class of Class B Certificates (c) any Class B Interest Shortfall
Amounts arising with respect to such Distribution Date and any
remaining Class B Unpaid Interest Shortfall with respect to each Class
of Class B Certificates after giving effect to such distribution, (d)
the amount of any Non-Supported Interest Shortfall allocated to each
Class of Class B Certificates for such Distribution Date, and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to each Class of Class B
Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trust Administrator pursuant to the Servicing
Agreements or this Agreement;
(vi) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of
each Class of Class A Certificates the Class B Principal Balance and
the Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions
of principal made, and the principal portion of Realized Losses, if
any, allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans
for such Distribution Date and the aggregate Scheduled Principal
Balance of the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by WFHM and, collectively, by the Other
Servicers as of such Distribution Date;
(x) the Class A Percentage for such Distribution Date; (xi)
the Class A Prepayment Percentage for such Distribution Date;
(xii) the 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 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 Mortgage
Loans delinquent (a) one month, (b) two months and (c) three months or
more;
(xv) the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close of
business on such Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses
or Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to
each Class of Class B Certificates in accordance with Section 4.02(a)
since the Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class
of Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined not to
foreclose because it believes the related Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous
substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate
Available Master Servicer Compensation has been reduced by the
Prepayment Interest Shortfall for the related Distribution Date;
(xxiii) in the case of the Class A-7 Certificates, the Class
A-7-4 Notional Amount and the Class A-7-5 Notional Amount, if any;
(xxiv) the Class A-PO Deferred Amount if any;
(xxv) the amount of PMI Advances made by a Servicer, if any;
and
(xxvi) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare
their tax returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class
of Class A Certificates pursuant to clauses (i) and (ii) above and with respect
to a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R and Class A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class A-R and Class A-LR Certificates
with a $50 Denomination.
Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall furnish or cause to be furnished to
each Person who at any time during the calendar year was the Holder of a
Certificate a statement containing the information set forth in clauses (i) and
(ii)(a) above in the case of a Class A Certificateholder and the information set
forth in clauses (iii) and (iv)(a) above in the case of a Class B
Certificateholder aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day
preceding each Distribution Date, the Master Servicer shall furnish a statement
to the Trust Administrator, any Paying Agent and the Seller (the information in
such statement to be made available to Certificateholders by the Master Servicer
on written request) setting forth the Class A Distribution Amount with respect
to each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trust
Administrator and the Paying Agent shall be protected in relying upon the same
without any independent check or verification.
In addition to the reports required pursuant to this Section
4.04, the Master Servicer shall make available upon request to each Holder and
each proposed transferee of a Class B-4, Class B-5 or, Class B-6 Certificate
such additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL
REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the
Cut-Off Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code 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 Section Sections
6050H (regarding payment of interest) and 6050P (regarding cancellation of
indebtedness).
SECTION 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all
distributions to be made on the Certificates and all losses to be allocated to
the Certificates. In the event that the Master Servicer concludes that any
ambiguity or uncertainty exists in any provisions of this Agreement relating to
distributions to be made on the Certificates, the allocation of losses to the
Certificates or otherwise, the interpretation of such provisions and any actions
taken by the Master Servicer in good faith to implement such interpretation
shall be binding upon Certificateholders.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only
in minimum Denominations of a Single Certificate and, except for the Class A-R
and Class A-LR Certificates, integral multiples of $1,000 in excess thereof
(except, if necessary, for one Certificate of each Class (other than the Class
A-R and Class A-LR Certificates) 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), and
shall be substantially in the respective forms set forth as Exhibits X-0, X-0,
X-0, X-0, X-0, X-0, X-0, X-X, A-LR, A-PO, X-0, X-0, X-0, X-0, X-0, B-6 and C
(reverse side of Certificates) hereto. On original issue the Certificates shall
be executed and delivered by the Trust Administrator to or upon the order of the
Seller upon receipt by the Trust Administrator or the Custodian of the documents
specified in Section 2.01. The aggregate principal portion evidenced by the
Class A and Class B Certificates shall be the sum of the amounts specifically
set forth in the respective Certificates. The Certificates shall be executed by
manual or facsimile signature on behalf of the Trust Administrator by any
Responsible Officer thereof. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Trust
Administrator shall bind the Trust Administrator notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless manually countersigned
by a Responsible Officer of the Trust Administrator, or unless there appears on
such Certificate a certificate of authentication executed by the Authenticating
Agent by manual signature, and such countersignature or certificate upon a
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant
to Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall
be issued in the form of one or more typewritten certificates, to be delivered
to The Depository Trust Company, the initial Clearing Agency, by, or on behalf
of, the Seller or to, and deposited with the Certificate Custodian, on behalf of
The Depository Trust Company, if directed to do so pursuant instructions from
The Depository Trust Company. Such Certificates shall initially be registered in
the Certificate Register in the name of the nominee of the initial Clearing
Agency, and no Beneficial Owner will receive a definitive certificate
representing such Beneficial Owner's interest in the Book-Entry Certificates,
except as provided in Section 5.07. Unless and until definitive, fully
registered certificates ("Definitive Certificates") have been issued to
Beneficial Owners pursuant to Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate
Registrar and the Trust Administrator may deal with the Clearing Agency
for all purposes (including the making of distributions on the
Book-Entry Certificates and the taking of actions by the Holders of
Book-Entry Certificates) as the authorized representative of the
Beneficial Owners;
(iii) to the extent that the provisions of this Section
5.01(b) conflict with any other provisions of this Agreement, the
provisions of this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law, the rules, regulations and procedures of the Clearing Agency
and agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the Certificates to the
Clearing Agency Participants, for distribution by such Clearing Agency
Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trust Administrator shall cause to be kept at one of
the offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate
at any office or agency maintained for such purpose pursuant to Section 5.06
(and subject to the provisions of this Section 5.02) the Trust Administrator
shall execute, and shall date, authenticate (or cause the Authenticating Agent
to authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange
of Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall
be canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
B-4, Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the Trust
Administrator, the Seller or the Master Servicer, and (ii) the Trust
Administrator shall require the transferee (other than an affiliate of the
Seller on the Closing Date) to execute an investment letter in the form of
Exhibit J hereto certifying to the Seller and the Trust Administrator the facts
surrounding such transfer, which investment letter shall not be an expense of
the Trustee, the Trust Administrator, the Seller or the Master Servicer. The
Holder of a Class B-4, Class B-5 or Class B-6 Certificate desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer and any Paying Agent acting on
behalf of the Trustee against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.
Neither the Seller nor the Trust Administrator is under an obligation to
register the Class B-4, Class B-5 or Class B-6 Certificates under said Act or
any other securities law. (c) No transfer of a Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the Trust Administrator and the Seller shall
have received (i) a representation letter from the transferee in the form of
Exhibit J hereto, to the effect that either (a) such transferee is not an
employee benefit plan or other retirement arrangement subject to Title I of
ERISA or Code Section 4975, or a governmental plan, as defined in Section 3(32)
of ERISA, subject to any federal, state or local law ("Similar Law") which is to
a material extent similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan") and is not a person acting on behalf of or using the
assets of any such Plan, which representation letter shall not be an expense of
the Trustee, the Trust Administrator, the Seller or the Master Servicer or (b)
if such transferee is an insurance company, (A) the source of funds used to
purchase the Class B-4, Class B-5 or Class B-6 Certificate is an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12,
1995)), (B) there is no Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held by or on behalf of
such Plan and all other Plans maintained by the same employer (or affiliate
thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and liabilities of such
general account (as such amounts are determined under Section I(a) of PTE 95-60)
at the date of acquisition and (C) the purchase and holding of such Class B-4,
Class B-5 or Class B-6 Certificates are covered by Sections I and III of PTE
95-60 or (ii) in the case of any such Class B-4, Class B-5 or Class B-6
Certificate presented for registration in the name of a Plan, or a trustee of
any such Plan, (A) an Opinion of Counsel satisfactory to the Trust Administrator
and the Seller to the effect that the purchase or holding of such Class B-4,
Class B-5 or Class B-6 Certificate will not result in the assets of the Trust
Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Trust Administrator, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Trust Administrator, the
Seller or the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trustee, the Trust Administrator,
the Seller or the Master Servicer. The Class B-4, Class B-5 and Class B-6
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of
the Class A-R or Class A-LR Certificate may be transferred directly or
indirectly to a "disqualified organization" within the meaning of Code Section
860E(e)(5) or an agent of a disqualified organization (including a broker,
nominee, or middleman), to a Plan or a Person acting on behalf of or investing
the assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to
an individual, corporation, partnership or other person unless such transferee
(i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class
A-R or Class A-LR Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the Trust
Administrator with an effective Internal Revenue Service Form 4224 or (iii) is a
Non-U.S. Person that has delivered to both the transferor and the Trust
Administrator an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class A-R or Class A-LR Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class A-R or Class A-LR Certificate
will not be disregarded for federal income tax purposes (any such person who is
not covered by clauses (i), (ii) or (iii) above being referred to herein as a
"Non-permitted Foreign Holder"), and any such purported transfer shall be void
and have no effect. The Trust Administrator shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class A-R or Class A-LR Certificate in connection with any such transfer to
a disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trust Administrator shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class A-R or Class A-LR Certificate, unless the transferor shall have
provided to the Trust Administrator an affidavit, substantially in the form
attached as Exhibit H hereto, signed by the transferee, to the effect that the
transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class A-R or
Class A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class A-R or Class A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not
executed in connection with the initial issuance of the Class A-R or Class A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or
beneficial interest in any portion of the Class A-R or Class A-LR Certificate
has been transferred, directly or indirectly, to a disqualified organization or
agent thereof (including a broker, nominee, or middleman) in contravention of
the foregoing restrictions, (i) such transferee shall be deemed to hold the
Class A-R or Class A-LR Certificate in constructive trust for the last
transferor who was not a disqualified organization or agent thereof, and such
transferor shall be restored as the owner of such Class A-R or Class A-LR
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to the Class A-R or Class A-LR Certificate, and
(ii) the Master Servicer agrees to furnish to the Internal Revenue Service and
to any transferor of the Class A-R or Class A-LR Certificate or such agent
(within 60 days of the request therefor by the transferor or agent) such
information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R or Class A-LR
Certificate (or portion thereof) for periods after such transfer. At the
election of the Master Servicer, the cost to the Master Servicer of computing
and furnishing such information may be charged to the transferor or such agent
referred to above; however, the Master Servicer shall in no event be excused
from furnishing such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN
CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for
registration of transfer, the Seller, the Master Servicer, the Trustee, the
Trust Administrator, the Certificate Registrar and any agent of the Seller, the
Master Servicer, the Trustee, the Trust Administrator or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01, and for all other purposes whatsoever, and neither the
Seller, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar nor any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar shall be affected
by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS'
NAMES AND ADDRESSES.
(a) If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to be furnished to
the Trust Administrator, within 15 days after receipt by the Certificate
Registrar of a request by the Trust Administrator in writing, a list, in such
form as the Trust Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent Record
Date.
(b) If five or more Certificateholders (hereinafter referred
to as "applicants") apply in writing to the Trust Administrator, and such
application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trust Administrator shall, within five
Business Days following the receipt of such application, afford such applicants
access during normal business hours to the most recent list of
Certificateholders held by the Trust Administrator. If such a list is as of the
date more than 90 days prior to the date of receipt of such applicants' request
and the Trust Administrator is not the Certificate Registrar, the Trust
Administrator shall promptly request from the Certificate Registrar a current
list as provided in paragraph (a) hereof, and shall afford such applicants
access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a
Certificate, agrees with the Seller, the Master Servicer, the Certificate
Registrar, the Trust Administrator and the Trustee that neither the Seller, the
Master Servicer, the Certificate Registrar, the Trust Administrator nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an
office or agency where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Certificate
Registrar in respect of the Certificates and this Agreement may be served. The
Trust Administrator initially designates the Corporate Trust Office and the
principal corporate trust office of the Authenticating Agent, if any, as its
offices and agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator
in writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of dismissal or
resignation of the Master Servicer, Beneficial Owners representing aggregate
Voting Interests of not less than 51% of the aggregate Voting Interests of each
outstanding Class of Book-Entry Certificates advise the Trust Administrator
through the Clearing Agency and Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Beneficial Owners, the Trust Administrator shall
notify the Beneficial Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trust Administrator by the
Clearing Agency of the Certificates held of record by its nominee, accompanied
by reregistration instructions and directions to execute and authenticate new
Certificates from the Master Servicer, the Trust Administrator shall execute and
authenticate Definitive Certificates for delivery at its Corporate Trust Office.
The Master Servicer shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trust Administrator nor the Trustee shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of
Book-Entry Certificates is required under this Agreement, unless and until
Definitive Certificates shall have been issued to Beneficial Owners pursuant to
Section 5.07, the Trust Administrator shall give all such notices and
communications specified herein to be given to Holders of Book-Entry
Certificates to the Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER
SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR
THE MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Seller or Master Servicer shall be a party, or any
Person succeeding to the business of the Seller or Master Servicer, shall be the
successor of the Seller or Master Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that, in the
case of the Master Servicer, any such successor or resulting Person shall be
qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE
MASTER SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any
subcontractor nor any of the partners, directors, officers, employees or agents
of any of them shall be under any liability to the Trust Estate or the
Certificateholders and all such Persons shall be held harmless for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect any such Person against any breach of warranties or
representations made herein or against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Seller, the Master Servicer, any subcontractor, and any
partner, director, officer, employee or agent of any of them shall be entitled
to indemnification by the Trust Estate and will be held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, including without limitation, any legal
action against the Trustee or the Trust Administrator in their respective
capacities hereunder, other than any loss, liability or expense (including
without limitation, expenses payable by the Master Servicer under Section 8.06)
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of his or its duties hereunder or by reason of reckless disregard of
his or its obligations and duties hereunder. The Seller, the Master Servicer and
any of the directors, officers, employees or agents of either may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. Neither the
Seller nor the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and which in its opinion does not involve
it in any expense or liability; provided, however, that the Seller or the Master
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder if
the Certificateholders offer to the Seller or the Master Servicer, as the case
may be, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate, and the Seller or the
Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account, and such amounts shall, on the following Distribution Date
or Distribution Dates, be allocated in reduction of distributions on the Class A
Certificates and Class B Certificates in the same manner as Realized Losses are
allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except upon determination that its duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee
equal to the Master Servicing Fee, as compensation for services rendered by the
Master Servicer under this Agreement. The Master Servicer also will be entitled
to any late reporting fees paid by a Servicer pursuant to its Servicing
Agreement, any investment income on funds on deposit in the Certificate Account
and any Liquidation Profits to which a Servicer is not entitled under its
Servicing Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its
rights, benefits or privileges under this Agreement to any other Person, or
delegate to or subcontract with, or authorize or appoint any other Person to
perform any of the duties, covenants or obligations to be performed by the
Master Servicer without the prior written consent of the Trustee and the Trust
Administrator, and any agreement, instrument or act purporting to effect any
such assignment, transfer, delegation or appointment shall be void.
Notwithstanding the foregoing, the Master Servicer shall have the right without
the prior written consent of the Trustee or the Trust Administrator (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac,
is satisfactory to the Trustee and the Trust Administrator, in the exercise of
its reasonable judgment, and executes and delivers to the Trustee and the Trust
Administrator an agreement, in form and substance reasonably satisfactory to the
Trustee and the Trust Administrator, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee, the Trust Administrator or the Seller
under this Agreement, incurred by it prior to the time that the conditions
contained in clause (i) above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE, THE TRUST
ADMINISTRATOR AND SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the
Trustee, the Trust Administrator and the Seller and any director, officer or
agent thereof against any loss, liability or expense, including reasonable
attorney's fees, arising out of, in connection with or incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties of the
Master Servicer under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement. Any payment pursuant to this
Section made by the Master Servicer to the Trustee, the Trust Administrator or
the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the
Master Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds
to the Paying Agent as required by Section 4.03 or (b) to distribute or
cause to be distributed to Certificateholders any payment required to
be made by the Master Servicer under the terms of this Agreement which,
in either case, continues unremedied for a period of three business
days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or to the Master Servicer and the Trustee by
the holders of Certificates evidencing in the aggregate not less than
25% of the aggregate Voting Interest represented by all Certificates;
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer in the Certificates or
in this Agreement which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee, or to the Master Servicer and the Trustee by the holders
of Certificates evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged and unstayed
for a period of 60 days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee
in any bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities, voluntary liquidation or similar proceedings of
or relating to the Master Servicer, or of or relating to all or
substantially all of its property;
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose
of all or substantially all of its assets; or consolidate with or merge
into another entity or shall permit another entity to consolidate or
merge into it, such that the resulting entity does not meet the
criteria for a successor servicer, as specified in Section 6.02 hereof;
or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both Xxxxxx Mae and Xxxxxxx Mac,
which ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator, on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator, on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator,
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as
such Event of Default shall not have been remedied, the Trustee, in addition to
the rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND
DUTIES OF TRUSTEE DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE
MASTER SERVICER AND UPON EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall
have knowledge of any failure of the Master Servicer specified in Section
7.01(i) or (ii) which would become an Event of Default upon the Master
Servicer's failure to remedy the same after notice, the Trustee or the Trust
Administrator may, but need not if the Trustee or the Trust Administrator, as
the case may be, deems it not in the Certificateholders' best interest, give
notice thereof to the Master Servicer. For all purposes of this Agreement, in
the absence of actual knowledge by a corporate trust officer of the Trustee or
the Trust Administrator, the Trustee or the Trust Administrator, as the case may
be, shall not be deemed to have knowledge of any failure of the Master Servicer
as specified in Section 7.01(i) and (ii) or any Event of Default unless notified
thereof in writing by the Master Servicer or by a Certificateholder.
SECTION 7.05 TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF
SUCCESSOR.
When the Master Servicer receives notice of termination
pursuant to Section 7.01 or the Trustee or the Trust Administrator receives the
resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant
to Section 6.04, the Trust Administrator, on behalf of the Trustee shall be the
successor in all respects to the Master Servicer in its capacity as master
servicer under this Agreement and the transactions set forth or provided for
herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trust Administrator is succeeding to the
Master Servicer as the Master Servicer, as compensation therefor, the Trust
Administrator shall be entitled to receive monthly such portion of the Master
Servicing Fee, together with such other servicing compensation as is agreed to
at such time by the Trust Administrator and the Master Servicer, but in no event
more than 25% thereof until the date of final cessation of the Master Servicer's
servicing activities hereunder. Notwithstanding the above, the Trust
Administrator may, if it shall be unwilling to so act, or shall, if it is unable
to so act or to obtain a qualifying bid as described below, appoint, or petition
a court of competent jurisdiction to appoint, any housing and home finance
institution, bank or mortgage servicing institution having a net worth of not
less than $10,000,000 and meeting such other standards for a successor servicer
as are set forth herein, as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder; provided, however, that until such a successor
master servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of
a successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 8.01 DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the
occurrence of an Event of Default and after the curing of all Events of Default
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve
the Trustee and the Trust Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct;
provided, however, that:
(i) Prior to the occurrence of an Event of Default and after
the curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee and the Trust Administrator shall
be determined solely by the express provisions of this Agreement, the
Trustee and the Trust Administrator shall not be liable except for the
performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and the Trust
Administrator and, in the absence of bad faith on the part of the
Trustee and the Trust Administrator, the Trustee and the Trust
Administrator may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and the Trust
Administrator, and conforming to the requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be
personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of
holders of Certificates which evidence in the aggregate not less than
25% of the Voting Interest represented by all Certificates relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee and the Trust Administrator, or exercising any
trust or power conferred upon the Trustee and the Trust Administrator
under this Agreement; and
(iii) The Trustee and the Trust Administrator shall not be
liable for any error of judgment made in good faith by any of their
respective Responsible Officers, unless it shall be proved that the
Trustee or the Trust Administrator or such Responsible Officer, as the
case may be, was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall
require the Trustee or the Trust Administrator to expend or risk its own funds
or otherwise incur personal financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE
TRUST ADMINISTRATOR.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may
request and rely and shall be protected in acting or refraining from
acting upon any resolution, Officers' Certificate, certificate of
auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or
presented by the proper party or parties and the manner of obtaining
consents and evidencing the authorization of the execution thereof
shall be subject to such reasonable regulations as the Trustee or Trust
Administrator, as applicable may prescribe;
(ii) Each of the Trustee and the Trust Administrator may
consult with counsel, and any written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion
of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall
be personally liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall
not be accountable, shall have no liability and makes no representation
as to any acts or omissions hereunder of the Master Servicer until such
time as the Trust Administrator may be required to act as Master
Servicer pursuant to Section 7.05 and thereupon only for the acts or
omissions of the Trust Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may
execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys.
SECTION 8.03 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR
REQUIRED TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, neither the
Trustee nor the Trust Administrator shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
Mortgage, Mortgage Note or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by holders of
Certificates evidencing in the aggregate not less than 51% of the Voting
Interest represented by all Certificates; provided, however, that if the payment
within a reasonable time to the Trustee or the Trust Administrator of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee or the Trust Administrator, not
reasonably assured to the Trustee or the Trust Administrator by the security
afforded to it by the terms of this Agreement, the Trustee or the Trust
Administrator may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such
investigation shall be paid by the Master Servicer or, if paid by the Trustee or
the Trust Administrator, shall be repaid by the Master Servicer upon demand.
SECTION 8.04 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE
FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other
than the certificate of authentication on the Certificates) shall be taken as
the statements of the Seller, and neither the Trustee nor the Trust
Administrator assumes responsibility as to the correctness of the same. Neither
the Trustee nor the Trust Administrator makes any representation for the
correctness of the same. Neither the Trustee nor the Trust Administrator makes
any representation as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document. Subject to Section
2.04, neither the Trustee nor the Trust Administrator shall be accountable for
the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05 TRUSTEE AND THE TRUST ADMINISTRATOR
MAY OWN CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent
thereof, in its individual or any other capacity, may become the owner or
pledgee of Certificates with the same rights it would have if it were not
Trustee, Trust Administrator or such agent and may transact banking and/or trust
business with the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to each of the
Trustee and the Trust Administrator from time to time, and each of the Trustee
and the Trust Administrator shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee or the
Trust Administrator, as the case may be and the Master Servicer will pay or
reimburse the Trustee or the Trust Administrator, as the case may be upon its
request for all reasonable expenses, disbursements and advances incurred or made
by it in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder
shall at all times (i) be a corporation or association having its principal
office in a state and city acceptable to the Seller, organized and doing
business under the laws of such state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, or shall be a member of a bank
holding system, the aggregate combined capital and surplus of which is at least
$50,000,000, provided that its separate capital and surplus shall at all times
be at least the amount specified in Section 310(a)(2) of the Trust Indenture Act
of 1939, (ii) be subject to supervision or examination by federal or state
authority and (iii) have a credit rating or be otherwise acceptable to the
Rating Agencies such that neither of the Rating Agencies would reduce their
respective then current ratings of the Certificates (or have provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee or the Trust Administrator shall cease to be eligible in accordance with
the provisions of this Section, such entity shall resign immediately in the
manner and with the effect specified in Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any
time resign and be discharged from the trust hereby created by giving written
notice of resignation to the Master Servicer, such resignation to be effective
upon the appointment of a successor trustee or trust administrator. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee or trust administrator by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning entity and one
copy to its successor. If no successor trustee or trust administrator shall have
been appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee or Trust Administrator, as the
case may be, may petition any court of competent jurisdiction for the
appointment of a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of Section 8.07 and shall
fail to resign after written request for its resignation by the Master Servicer,
or if at any time the Trustee or the Trust Administrator shall become incapable
of acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or the Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not
less than 51% of the Voting Interests represented by all Certificates (except
that any Certificate registered in the name of the Seller, the Master Servicer
or any affiliate thereof will not be taken into account in determining whether
the requisite Voting Interests has been obtained) may at any time remove the
Trustee and/or the Trust Administrator and appoint a successor by written
instrument or instruments, in triplicate, signed by such holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Master Servicer, one complete set of which shall be
delivered to the entity or entities so removed and one complete set of which
shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor pursuant to any of the provisions
of this Section shall become effective upon acceptance of appointment by the
successor as provided in Section 8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee or successor trust administrator
appointed as provided in Section 8.08 shall execute, acknowledge and deliver to
the Master Servicer and to its predecessor trustee or trust administrator, as
the case may be an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee or trust
administrator shall become effective, and such successor, without any further
act, deed or reconveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee or trust administrator, as the case may be
herein. The predecessor trustee or trust administrator shall deliver to its
successor all Owner Mortgage Loan Files and related documents and statements
held by it hereunder (other than any Owner Mortgage Loan Files at the time held
by a Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in
this Section, the Master Servicer shall mail notice of the succession of such
trustee or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
successor trust administrator, as the case may be, the successor trustee or
trust administrator shall cause such notice to be mailed at the expense of the
Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust
Administrator may be merged or converted or with which it may be consolidated,
to which it may sell or transfer its corporate trust business and assets as a
whole or substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject either the Upper-Tier REMIC or
the Lower-Tier REMIC to federal, state or local tax or cause either the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, which
Opinion of Counsel shall be at the sole expense of the Trustee or the Trust
Administrator, as the case may be.
SECTION 8.11 AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent,
which shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of the Authenticating Agent, shall be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trust Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the Trust
Administrator the Seller and the Master Servicer. The Trust Administrator may at
any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or
liability for any action taken by it as such at the direction of the Trust
Administrator. Any reasonable compensation paid to the Authenticating Agent
shall be a reimbursable expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint
one or more persons or corporations to act either as co-trustees jointly with
the Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:
(i) all powers, duties, obligations and rights conferred upon
the Trustee, in respect of the receipt, custody and payment of moneys
shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder) the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other
separate trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this
Agreement.
Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee, or custodian shall refer to this
Agreement and the conditions of this Article. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee, or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be furnished
to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any
time, constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of
the co-trustees to the extent, and in accordance with the standards, specified
in Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the
Closing Date, with the consent of the Master Servicer and the Seller, appoint
one or more Custodians to hold all or a portion of the Owner Mortgage Loan Files
as agent for the Trust Administrator, by entering into a Custodial Agreement.
Subject to this Article VIII, the Trust Administrator agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Owner Mortgage Loan File. Each Custodial Agreement may be amended
only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee, the Trust Administrator and the
Master Servicer covenants and agrees that it shall perform its duties hereunder
in a manner consistent with the REMIC Provisions and shall not knowingly take
any action or fail to take any action that would (i) affect the determination of
the Trust Estate's status as two separate REMICs; or (ii) cause the imposition
of any federal, state or local income, prohibited transaction, contribution or
other tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust
Estate. The Master Servicer, or, in the case of any tax return or other action
required by law to be performed directly by the Trust Administrator, the Trust
Administrator, shall (i) prepare or cause to be prepared, timely cause to be
signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns for each of the Upper-Tier REMIC
and the Lower-Tier REMIC using a calendar year as the taxable year and the
accrual method of accounting; (ii) in the first such federal tax returns, make,
or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trust Administrator and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file Form
8811 and apply for an Employee Identification Number with a Form SS-4 or any
other permissible method and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans),
other assets and liabilities of each REMIC, and the fair market value and
adjusted basis of the property of each REMIC determined at such intervals as may
be required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-PO, Class A-R, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates and the interests in
the Lower-Tier REMIC represented by the Class A-L1, Class A-L2, Class A-L3,
Class A-LPO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4, Class
B-L5 and Class B-L6 Interests and the Class A-LR Certificate; (viii) exercise
reasonable care not to allow the occurrence of any "prohibited transactions"
within the meaning of Code Section 860F(a), unless the Master Servicer shall
have provided an Opinion of Counsel to the Trust Administrator that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject any of
the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate to tax or (c)
cause the Trust Estate to fail to qualify as two separate REMICs; (ix) exercise
reasonable care not to allow the either the Upper-Tier REMIC or the Lower-Tier
REMIC to receive income from the performance of services or from assets not
permitted under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf
of the Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any federal
income tax, including, without limitation, prohibited transaction taxes, taxes
on net income from foreclosure property, and taxes on certain contributions to a
REMIC after the Startup Day, imposed on the Upper-Tier REMIC or Lower-Tier
REMIC, as the case may be, when and as the same shall be due and payable (but
such obligation shall not prevent the Master Servicer or any other appropriate
Person from contesting any such tax in appropriate proceedings and shall not
prevent the Master Servicer from withholding or depositing payment of such tax,
if permitted by law, pending the outcome of such proceedings); and (xi) if
required or permitted by the Code and applicable law, act as "tax matters
person" for the Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of
Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby
designated as agent of the Class A-R and Class A-LR Certificateholders for such
purpose (or if the Master Servicer is not so permitted, the Holders of the Class
A-R and Class A-LR Certificates shall be the tax matters persons for the
Upper-Tier REMIC and Lower-Tier REMIC, respectively, in accordance with the
REMIC Provisions). The Master Servicer shall be entitled to be reimbursed
pursuant to Section 3.02 for any taxes paid by it pursuant to clause (x) of the
preceding sentence, except to the extent that such taxes are imposed as a result
of the bad faith, willful misfeasance or gross negligence of the Master Servicer
in the performance of its obligations hereunder. The Trustee's sole duties with
respect to the REMIC are to sign the tax returns referred to in clause (i) of
the second preceding sentence and to comply with written directions from the
Master Servicer or the Trust Administrator.
In order to enable the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, to perform its duties as set
forth above, the Seller shall provide, or cause to be provided, to the Master
Servicer within ten days after the Closing Date all information or data that the
Master Servicer determines to be relevant for tax purposes to the valuations and
offering prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flows of each Class of
Certificates and the Mortgage Loans in the aggregate. Thereafter, the Seller
shall provide to the Master Servicer, the Trust Administrator or the Trustee, as
the case may be, promptly upon request therefor, any such additional information
or data that the Master Servicer, the Trust Administrator or the Trustee, as the
case may be, may from time to time, request in order to enable the Master
Servicer to perform its duties as set forth above. The Seller hereby indemnifies
the Master Servicer, the Trust Administrator or the Trustee, as the case may be,
for any losses, liabilities, damages, claims or expenses of the Master Servicer,
the Trust Administrator or the Trustee arising from any errors or
miscalculations by the Master Servicer, the Trust Administrator or the Trustee
pursuant to this Section that result from any failure of the Seller to provide,
or to cause to be provided, accurate information or data to the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, on a timely basis.
The Master Servicer hereby indemnifies the Seller, the Trust Administrator and
the Trustee for any losses, liabilities, damages, claims or expenses of the
Seller, the Trust Administrator or the Trustee arising from the Master
Servicer's willful misfeasance, bad faith or gross negligence in preparing any
of the federal, state and local tax returns of either REMIC as described above.
In the event that the Trust Administrator prepares any of the federal, state and
local tax returns of either REMIC as described above, the Trust Administrator
hereby indemnifies the Seller, the Master Servicer and the Trustee for any
losses, liabilities, damages, claims or expenses of the Seller, the Master
Servicer or the Trustee arising from the Trust Administrator's willful
misfeasance, bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the
contrary, each of the Master Servicer, the Trust Administrator and the Trustee
shall pay from its own funds, without any right of reimbursement therefor, the
amount of any costs, liabilities and expenses incurred by the Trust Estate
(including, without limitation, any and all federal, state or local taxes,
including taxes imposed on "prohibited transactions" within the meaning of the
REMIC Provisions) if and to the extent that such costs, liabilities and expenses
arise from a failure of the Master Servicer, the Trust Administrator or the
Trustee, respectively, to perform its obligations under this Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that WFHM fails to make a Periodic Advance
required to be made pursuant to the WFHM Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by WFHM, the
Trust Administrator shall be entitled, pursuant to Section 3.02(a)(i), (ii) or
(v) hereof, to be reimbursed from the Certificate Account for Periodic Advances
and Nonrecoverable Advances made by it.
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE
SELLER OR LIQUIDATION OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
The right of the Seller to purchase all the assets of the
Trust Estate pursuant to clause (i) of the preceding paragraph are subject to
Section 9.02 and conditioned upon the Pool Scheduled Principal Balance of the
Mortgage Loans as of the Final Distribution Date being less than the amount set
forth in Section 11.22. In the case of any purchase by the Seller pursuant to
said clause (i), the Seller shall provide to the Trust Administrator the
certification required by Section 3.04 and the Trust Administrator and the
Custodian shall, promptly following payment of the purchase price, release to
the Seller the Owner Mortgage Loan Files pertaining to the Mortgage Loans being
purchased.
Notice of any termination, specifying the Final Distribution
Date (which shall be a date that would otherwise be a Distribution Date) upon
which the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Trust Administrator by letter to Certificateholders mailed
not earlier than the 15th day of the month preceding the month of such final
distribution and not later than the twentieth day of the month of such final
distribution specifying (A) the Final Distribution Date upon which final payment
of the Certificates will be made upon presentation and surrender of Certificates
at the office or agency of the Trust Administrator therein designated, (B) the
amount of any such final payment and (C) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
(except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trust Administrator therein
specified. If the Seller is exercising its right to purchase, the Seller shall
deposit in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class A-R and Class A-LR Certificates, the amounts, if any,
which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trust Administrator
of any Periodic Advances, is insufficient to pay in full the amounts set forth
in clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the
amount available for distribution to Certificateholders shall be allocated in
reduction of the amounts otherwise distributable on the Final Distribution Date
in the same manner as Realized Losses are allocated pursuant to Sections 4.02(a)
and (g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not
surrender their Certificates for final payment and cancellation within three
months following the Final Distribution Date, the Trust Administrator shall on
such date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the
exercise by the Seller of its purchase option as provided in Section 9.01, the
Trust Estate shall be terminated in accordance with the following additional
requirements, unless the Trust Administrator has received an Opinion of Counsel
to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of
complete liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC
as of the date of such notice (or, if earlier, the date on which the
first such notice is mailed to Certificateholders). The Master Servicer
shall also specify such date in a statement attached to the final tax
returns of the Upper-Tier REMIC and the Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the Final Distribution Date,
the Trust Administrator shall sell all of the assets of the Trust
Estate to the Seller for cash at the purchase price specified in
Section 9.01 and shall distribute such cash within 90 days of such
adoption in the manner specified in Section 9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended
from time to time by the Seller, the Master Servicer, the Trust Administrator
and the Trustee without the consent of any of the Certificateholders, (i) to
cure any ambiguity or mistake, (ii) to correct or supplement any provisions
herein or therein which may be inconsistent with any other provisions herein or
therein or in the related Prospectus, (iii) to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as two separate REMICs at all times that any
Certificates are outstanding or to avoid or minimize the risk of the imposition
of any federal tax on the Trust Estate, the Lower-Tier REMIC or the Upper-Tier
REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee and the Trust Administrator have received an
Opinion of Counsel to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action shall not, as evidenced by such Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the
Upper-Tier Certificate Account and the Lower-Tier Certificate Account provided
that such change shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder, (v) to
modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, any amendment pursuant to clause (iv) or (vi) shall not be deemed to
adversely affect in any material respect the interest of Certificateholders and
no Opinion of Counsel to that effect shall be required if the person requesting
the amendment instead obtains a letter from each Rating Agency stating that the
amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates.
This Agreement or any Custodial Agreement may also be amended
from time to time by the Seller, the Master Servicer, the Trust Administrator
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66-2/3% of the aggregate Voting Interests of each
Class of Certificates affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or such Custodial Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of such Class evidencing,
as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii)
reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the Trust Administrator shall consent to any amendment
to this Agreement unless it shall have first received an Opinion of Counsel to
the effect that such amendment will not subject either the Upper-Tier REMIC or
the Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding.
Promptly after the execution of any amendment requiring the
consent of Certificateholders, the Trust Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of
Certificateholders under this Section 10.01(a) to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement,
the Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trustee or the Trust Administrator;
provided, however, (i) that such amendment does not conflict with any provisions
of the related Servicing Agreement, (ii) that the related Servicing Agreement
provides for the remittance of each type of Unscheduled Principal Receipts
received by such Servicer during the Applicable Unscheduled Principal Receipt
Period (as so amended) related to each Distribution Date to the Master Servicer
no later than the 24th day of the month in which such Distribution Date occurs
and (iii) that such amendment is for the purpose of changing the Applicable
Unscheduled Principal Receipt Period for all Mortgage Loans serviced by any
Servicer to a Mid-Month Receipt Period with respect to Full Unscheduled
Principal Receipts and to a Prior Month Receipt Period with respect to Partial
Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trust Administrator.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trust
Administrator, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust Estate, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association, nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws
of the State of New York (without regard to conflicts of laws principles), and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Xxxxx Fargo Asset Securities Corporation, 0000 Xxx
Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer, the
Trust Administrator and the Trustee in writing by the Seller, (ii) in the case
of the Master Servicer, to Xxxxx Fargo Bank Minnesota, National Association,
0000 Xxx Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Vice President or
such other address as may hereafter be furnished to the Seller and the Trustee
in writing by the Master Servicer, (iii) in the case of the Trustee, to the
Corporate Trust Office and, (iv) in the case of the Trust Administrator, to the
Corporate Trust Office, or such other address as may hereafter be furnished to
the Seller and the Master Servicer in writing by the Trustee or the Trust
Administrator, in each case Attention: Corporate Trust Department. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, provided, however,
that any demand, notice or communication to or upon the Seller, the Master
Servicer, the Trust Administrator or the Trustee shall not be effective until
received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Trust Administrator, the
Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trust Administrator shall give prompt notice to each
Rating Agency of the occurrence of any of the following events of which it has
notice:
(i) any amendment to this Agreement pursuant to Section
10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant
to Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to
Section 6.04;
(v) the occurrence of any of the Events of Default described
in Section 7.01;
(vi) any notice of termination given to the Master Servicer
pursuant to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each
Rating Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust
administrator pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master
Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee
of all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.750% per annum.
SECTION 11.02 CUT-OFF DATE.
The Cut-Off Date for the Certificates is June 1, 2001.
SECTION 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is
$312,174,606.53.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 96.49715151%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES.
As to the following Classes of Class A Certificates, the
Principal Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class A-1 $85,059,500.00
Class A-2 $31,000,000.00
Class A-3 $52,500,000.00
Class A-4 $76,742,018.00
Class A-5 $5,503,500.00
Class A-6 $6,900,000.00
Class A-7 $43,303,982.00
Class A-PO $238,870.32
Class A-R $50.00
Class A-LR $50.00
SECTION 11.05(A) ORIGINAL CLASS A-7-4 NOTIONAL AMOUNT
The Original Class A-7-4 Notional Amount is $7,875,879.00.
SECTION 11.05(B) ORIGINAL CLASS A-7-5 NOTIONAL AMOUNT
The Original Class A-7-5 Notional Amount is $129,242,018.00.
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is
$301,009,100.00.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 3.50284849%.
SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $10,926,636.21.
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 $4,683,000.00
Class B-2 $2,341,000.00
Class B-3 $1,561,000.00
Class B-4 $ 780,000.00
Class B-5 $ 781,000.00
Class B-6 $ 780,636.21
SECTION 11.10 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 2.00157772%.
SECTION 11.11 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 1.25110263%.
SECTION 11.12 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.75067904%.
SECTION 11.13 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest 0.50062754%.
SECTION 11.14 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.25025546%.
SECTION 11.15 ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.50127076%.
SECTION 11.16 ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 0.75047509%.
SECTION 11.17 ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.50042359%.
SECTION 11.18 ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.25005150%.
SECTION 11.19 ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.25037208%.
SECTION 11.20 ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.25025546%.
SECTION 11.21 CLOSING DATE.
The Closing Date is June 28, 2001.
SECTION 11.22 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $ 31,217,460.65 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class
A-R and Class A-LR) and the Class B Certificates, the minimum Denomination
eligible for wire transfer on each Distribution Date is $500,000. The Class A-R
and Class A-LR Certificates are not eligible for wire transfer.
SECTION 11.24 SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates
(other than the Class A-6, Class A-7, Class A-R, Class A-LR and Class A-PO
Certificates) represents a $25,000 Denomination. A Single Certificate for the
Class A-6, Class A-7, Class A-PO, and each Class of Class B Certificates (other
than the Class B-4, Class B-5 and Class B-6 Certificates) 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. A
Single Certificate for the Class A-R Certificate represents a $50 Denomination.
A Single Certificate for the Class A-LR Certificate represents a $50
Denomination.
SECTION 11.25 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such
rate as is set forth on the Mortgage Loan Schedule with respect to a Mortgage
Loan.
SECTION 11.26 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
XXXXX FARGO ASSET SECURITIES
CORPORATION
as Seller
By:
--------------------------------------
Name: Xxxx X. XxXxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Master Servicer
By:
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
--------------------------------------
Name:
Title:
Attest:
By: ________________________________
Name: ______________________________
Title: _____________________________
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:
--------------------------------------
Name
Title:
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 28th day of June, 2001, before me, a notary public in
and for the State of Maryland, personally appeared Xxxx X. XxXxxxxx, known to me
who, being by me duly sworn, did depose and say that he resides in McLean,
Virginia; that he is Vice President of Xxxxx Fargo Asset Securities Corporation,
a Delaware corporation, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 28th day of June, 2001, before me, a notary public in
and for the State of Maryland, personally appeared Xxxxx X. Xxxxxxx, known to me
who, being by me duly sworn, did depose and say that she resides in Frederick,
Maryland; that she is a Vice President of Xxxxx Fargo Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
ss.:
COUNTY OF )
On this 28th day of June, 2001, before me, a notary public in
and for _________________, personally appeared ___________________, known to me
who, being by me duly sworn, did depose and say that s/he resides in
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, one of the parties
that executed the foregoing instrument; and that s/he signed his/her name
thereto by order of the Board of Directors of said corporation.
--------------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of June, 2001, before me, a notary public in
and for the State of North Carolina, personally appeared ___________________,
known to me who, being by me duly sworn, did depose and say that s/he resides in
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of June, 2001, before me, a notary public in
and for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides in
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AA 6 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations ("the
Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.125% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AB 4 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations ("the
Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AC 2 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations ("the
Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AD 0 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations ("the
Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 6.375% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AE 8 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations ("the
Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 6.750% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-5 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[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 2001-16, CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AF 5 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-6 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations ("the
Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 6.750% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-6 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON A PORTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE
PAYABLE. BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AG 3 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT_____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-7 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations ("the
Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of the Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. For the purposes of determining
distributions of interest and in reduction of Principal Balance, the Class A-7
Certificates consist of five components (each, a "Component" and individually,
the "Class A-7-1 Component," the "Class A-7-2 Component," the "Class A-7-3
Component," the "Class A-7-4 Component" and the "Class A-7-5 Component"). The
amount of interest which accrues on the Class A-7 Certificates in any month will
equal the sum of the interest which accrues on the Class A-7 Components. The
component rate (the "Component Rate") on each of the Class A-7 Components (other
than the Class A-7-5 Component) will be 6.750% per annum. The Component Rate on
the A-7-5 Component will be 0.42577683% per annum. Interest with respect to each
Component will accrue during each month in an amount equal to the product of (i)
1/12th of the Component Rate for such Component and (ii) the outstanding
Principal Balance in the case of the Class A-7-1 Component, Class A-7-2
Component and Class A-7-3 Component or the outstanding notional amount in the
case of the Class A-7-4 Component and Class A-7-5 Component. Prior to the
applicable Accretion Termination Date, the interest accrual on the Class A-7-1
Component and Class A-7-2 Component will not be distributed as interest on this
Certificate. Prior to the applicable Accretion Termination Date, the interest on
the Class A-7-1 Component and Class A-7-2 Component otherwise available for
distribution on this Certificate will be added to the Principal Balance of such
Component on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-7 Certificates with respect to their Components.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Each Component constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may
include loans secured by shares issued by cooperative
housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AH 1 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates are not entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family
residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AJ 7 First Distribution Date: July 25, 2001
Denomination: $___________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of June 28, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AK 4 First Distribution Date: July 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-LR Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-LR Certificate required to be distributed to
the Holder of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS B-1
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing, first
lien, one-to-four-family residential mortgage loans,
which may include loans secured by shares issued
by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AL 2 First Distribution Date: July 25, 2001
Denomination: $_________________
Percentage Interest evidenced
by this Certificate: ________% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CLASS A CERTIFICATES AND
THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four- family
residential mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AM 0 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS B-3
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing, first
lien, one- to four- family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing
corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AN 8 First Distribution Date: July 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS B-4
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-to-four-family
residential mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AU 2 First Distribution Date: July 25, 2001
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer in immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-to-four-family
residential mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AV 0 First Distribution Date: July 25, 2001
Denomination: $_____________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer in immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-16, CLASS B-6
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one-to-four-family
residential mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. ___ Cut-Off Date: June 1, 2001
CUSIP No.: 94977F AW 8 First Distribution Date: July 25, 2001
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: July 25, 2031
THIS CERTIFIES THAT ______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer in immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:______________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2001-16 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-16
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Social Security or other Identifying Number of Assignee:
Dated:
------------------------------------
Signature by or on behalf of assignor
------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to
_________________________________________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to
_______________________________________________________. Applicable statements
should be mailed to
-------------------------------------------------------------------------------.
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
EXHIBIT D
RESERVED
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trust Administrator (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trust Administrator"), XXXXX FARGO ASSET SECURITIES CORPORATION (together with
any successor in interest, the "Seller"), XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, and the Trust
Administrator and the United States Trust Company of New York, as trustee, have
entered into a Pooling and Servicing Agreement dated as of June 28, 2001
relating to the issuance of Mortgage Pass-Through Certificates, Series 2001-16
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trust Administrator, the
Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1 Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trust Administrator for
these purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2 Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3 Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4 Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5 Custodian to Cooperate; Release of Custodial Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full will be escrowed in a manner customary
for such purposes, the Master Servicer shall immediately notify the Custodian by
a certification (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Certificate Account pursuant to
Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement. Section 2.6_Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling and Servicing Agreement, the Master Servicer
shall notify the Custodian that such assumption or substitution agreement has
been completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 Custodian a Bailee and Agent of the Trust Administrator.
With respect to each Mortgage Note, Mortgage and other documents constituting
each Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2 Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4 Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5 Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In
such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6 Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1 Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2 Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trust Administrator shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trust
Administrator shall give prompt notice to the Custodian of any amendment or
supplement to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx By:__________________________________
Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 Name:_____________________________
Title:____________________________
Address: XXXXX FARGO ASSET SECURITIES CORPORATION
0000 Xxx Xxxxxxx Xxx By:__________________________________
Xxxxxxxxx, Xxxxxxxx 00000 Name:_____________________________
Title:____________________________
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:__________________________________
Name:_____________________________
Title:____________________________
Address: [CUSTODIAN]
By:__________________________________
Name:_____________________________
Title:____________________________
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
______________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Bank
Minnesota, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
______________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 20__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
______________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 20__, before me, a notary public in
and for the State of __________, personally appeared __________ __________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association
______________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1
[Schedule of Type 1 Mortgage Loans]
WFMBS
WFMBS 2001-16 EXHIBIT F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
--- ---- ----- ---- --- ---- ----- ------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
------ ---- ----- ---- ---- ---- ---- ------- -------- ----
5125030 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $3,573.42 360 1-May-30
0000000 XXXX XX XXXXX XX 00000 SFD 7.625 6.750 $3,682.13 360 1-Apr-30
5709739 XXXXXXX XX 00000 SFD 7.625 6.750 $3,002.66 360 1-Jun-30
5722181 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $2,027.11 360 1-May-30
5726109 GRANGER IN 46530 SFD 7.625 6.750 $2,122.87 360 1-Oct-30
5750879 XXXXXXXXX XXX XX 00000 SFD 7.625 6.750 $2,180.92 360 1-Oct-30
5758977 XXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,222.25 360 1-Oct-30
5766765 XXXXXXX XX 00000 SFD 7.625 6.750 $2,545.76 360 1-Oct-30
5805555 XXXXX XX 00000 SFD 7.625 6.750 $2,078.32 360 1-Oct-30
5811707 XXXXXXXX XX 00000 SFD 7.500 6.750 $3,479.96 360 1-Jan-31
5815742 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,038.67 360 1-Oct-30
5816080 XXXXX XX 00000 LCO 7.750 6.750 $2,150.15 360 1-Oct-30
5817640 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,279.23 360 1-Jun-31
5826219 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,261.33 360 1-Jun-31
5836406 XXXXXXXXX XX 00000 SFD 7.875 6.750 $5,571.44 360 1-Dec-30
5839785 XXXXXXXXX XX 00000 SFD 8.000 6.750 $1,394.16 360 1-Feb-31
5845054 XXXXXXX XX 00000 SFD 7.625 6.750 $2,066.76 360 1-Dec-30
5851788 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,477.28 360 1-Feb-31
5865420 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,210.17 360 1-May-31
5867282 XXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,123.38 360 1-Jan-31
5871003 XXXXXXXX XXXXXXXX XX 00000 SFD 8.250 6.750 $2,299.63 360 1-Jan-31
5872398 XXXXXXXX XX 00000 SFD 8.000 6.750 $2,286.41 360 1-Feb-31
5879809 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $3,925.65 360 1-Mar-31
5882821 XXXXX XX 00000 SFD 7.875 6.750 $2,187.90 360 1-Jan-31
5890186 XXXXXX XX 00000 SFD 7.125 6.750 $2,639.40 360 1-Jun-31
5891228 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,319.40 360 1-Jun-31
5893734 XXXXXX XX 00000 SFD 7.250 6.750 $2,114.75 360 1-May-31
5895371 XXXXXX XX 00000 SFD 8.250 6.750 $2,318.78 360 1-Dec-30
5897811 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,226.30 360 1-Feb-31
5897833 XXXXXXX XXX XX 00000 SFD 7.625 6.750 $4,246.76 000 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 7.500 6.750 $4,544.89 360 1-Feb-31
5899112 XXXXX XXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $3,582.07 360 1-Apr-31
5899218 XXX XXXX XX 00000 COP 7.625 6.750 $3,848.63 360 1-Jun-31
5900124 XXXXXX XX 00000 SFD 7.000 6.733 $2,953.95 360 1-Apr-31
5900893 XXXXXXX XX 00000 SFD 7.250 6.750 $1,991.96 360 1-Jun-31
5902198 XXXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $3,177.11 360 1-May-31
5902838 XXXXXXX XXXXX XX 00000 SFD 8.500 6.750 $3,652.34 360 1-Apr-31
5903989 XXXXXXXX XX 00000 PUD 8.000 6.750 $2,164.61 360 1-Feb-31
5904090 XXXXXXXX XX 00000 SFD 7.875 6.750 $2,401.43 360 1-Feb-31
5904197 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,334.49 360 1-Mar-31
5904211 XXXX XXXX XXXXX XX 00000 SFD 7.125 6.750 $2,358.02 360 1-May-31
5905031 XXXXX XX 00000 SFD 7.125 6.750 $2,560.14 360 1-May-31
5907242 XXXXX XXXX XX 00000 SFD 7.625 6.750 $2,445.98 360 1-Jun-31
5908254 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,399.99 360 1-Jun-31
5908749 XXXX XXXXX XX 00000 SFD 7.125 6.750 $2,358.02 360 1-May-31
5908761 XXXXXXXXX XX 00000 PUD 7.375 6.750 $2,417.36 360 1-Mar-31
5910215 XXXXX XXXX XX 00000 SFD 7.250 6.750 $2,728.71 360 1-May-31
5911350 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $4,144.06 360 1-Apr-31
5911752 XXX XXXX XX 00000 LCO 7.500 6.750 $2,796.86 360 1-Apr-31
5912683 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,536.10 360 1-Feb-31
5912695 XXXXXX XXXXXX XX 00000 SFD 7.750 6.750 $2,185.06 360 1-Feb-31
5912758 XXXX XXXX XX 00000 SFD 7.750 6.750 $2,520.34 360 1-Feb-31
5913644 XXXXX XX 00000 SFD 7.125 6.750 $1,969.30 360 1-May-31
5914089 XXX XXXX XX 00000 SFD 7.625 6.750 $2,689.62 360 1-Feb-31
5915939 XXXXXXX XX 00000 SFD 7.250 6.750 $2,166.60 000 0-Xxx-00
0000000 XXXXX XX 00000 SFD 7.500 6.750 $1,013.87 360 1-May-31
5916685 XXXXXXX XXXXX XX 00000 LCO 7.250 6.750 $2,264.28 360 1-May-31
5916784 XXXXX XXXX XX 00000 SFD 7.375 6.750 $3,177.11 360 1-Feb-31
5916954 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $2,722.37 360 1-Feb-31
5917733 XXXXX XXXX XX 00000 SFD 7.750 6.750 $2,335.50 360 1-Feb-31
5918382 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,226.61 360 1-Mar-31
5918726 XXXXXXXXXXX XX 00000 SFD 8.500 6.750 $3,315.94 360 1-Dec-30
5918773 XXXXXXX XX 00000 SFD 7.500 6.750 $6,118.13 360 1-Jan-31
5919188 XXXXXXXXX XX 00000 SFD 7.875 6.750 $3,335.32 360 1-Apr-31
5919655 XXXXXXXX XX 00000 SFD 7.875 6.750 $3,104.02 360 1-Feb-31
5919817 XXXXXXX XX 00000 SFD 7.625 6.750 $3,114.29 360 1-Apr-31
5920721 XXXXXXX XX 00000 SFD 7.875 6.750 $2,708.13 000 0-Xxx-00
0000000 XXXXXXXXXX XX 00000 MF2 9.500 6.750 $3,237.08 360 1-Nov-30
5921258 XXXXXXXX XX 00000 SFD 7.625 6.750 $3,015.21 360 1-Jan-31
5921870 XXXXXXX XX 00000 SFD 7.875 6.750 $3,157.68 360 1-Apr-31
5921949 XXXXXXX XX 00000 SFD 7.500 6.750 $2,433.27 360 1-Feb-31
5922023 XXXXXX XX 00000 SFD 7.750 6.750 $2,349.83 360 1-Feb-31
5922148 XXXXXX XX 00000 SFD 8.125 6.750 $3,200.17 360 1-Apr-31
5922766 XXXXXXXXX XX 00000 SFD 7.625 6.750 $4,777.61 360 1-Jan-31
5923203 XXXXX XXXX XX 00000 SFD 8.625 6.750 $3,816.23 360 1-Mar-31
5923213 XXX XXXX XX 00000 SFD 8.625 6.750 $2,535.60 360 1-Mar-31
5923519 XXXXXX XX 00000 SFD 8.125 6.750 $2,216.36 360 1-Mar-31
5923814 XXXXXXX XX 00000 SFD 8.000 6.750 $4,769.47 360 1-Feb-31
5923905 XXXXXXX XX 00000 SFD 8.250 6.750 $3,117.76 360 1-Nov-30
5924092 XXX XXXXX XX 00000 SFD 7.750 6.750 $3,341.35 360 1-Feb-31
5924111 XXXXX XXXX XX 00000 SFD 9.500 6.750 $2,480.52 360 1-Dec-30
5924793 XXXXX XXXX XX 00000 SFD 7.500 6.750 $2,045.21 360 1-Apr-31
5925065 XXX XXXXX XX 00000 SFD 7.750 6.750 $3,940.27 360 1-Mar-31
5925135 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $2,059.20 360 1-Mar-31
5925156 XXXXXXXXX XX 00000 SFD 7.875 6.750 $2,392.73 360 1-Mar-31
5925224 XXXXXXX XX 00000 SFD 7.875 6.750 $2,885.78 360 1-Apr-31
5925608 XXX XXXXX XX 00000 SFD 7.250 6.750 $3,410.89 360 1-May-31
5926338 XXXXXX XXXX XX 00000 SFD 7.875 6.750 $2,887.23 360 1-Apr-31
5926579 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,223.98 360 1-May-31
5927060 XXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $3,152.22 360 1-Apr-31
5927167 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $1,132.47 360 1-Apr-31
5927525 XXXXXX XX 00000 SFD 7.750 6.750 $3,223.86 360 1-May-31
5929099 XXXXXX XX 00000 SFD 7.125 6.750 $3,200.17 360 1-Apr-31
5929115 XXXXXXXX XX 00000 SFD 7.000 6.733 $2,065.77 360 1-Jun-31
5929126 XXXXXXXX XX 00000 SFD 8.000 6.750 $2,076.55 360 1-Feb-31
5930428 XXXXXXX XX 00000 SFD 7.375 6.750 $2,721.26 360 1-Mar-31
5930577 XXXXXXXXX XX 00000 PUD 7.500 6.750 $3,356.23 360 1-Apr-31
5931396 XXXXXXXX XX 00000 SFD 7.375 6.750 $3,027.92 360 1-Apr-31
5931468 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $3,398.19 360 1-Apr-31
5931620 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,234.13 360 1-May-31
5931703 XXXXXX XX 00000 SFD 6.875 6.608 $2,470.06 360 1-May-31
5932608 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $3,655.14 360 1-Apr-31
5932627 XXXXX XX 00000 SFD 7.250 6.750 $2,558.16 360 1-Apr-31
5932754 XXXXXX XX 00000 SFD 7.125 6.750 $2,550.03 360 1-May-31
5932828 XXXX XXXXX XX 00000 SFD 7.375 6.750 $2,762.70 360 1-Feb-31
5933361 XXXXXXXX XX 00000 SFD 7.875 6.750 $4,183.66 360 1-Apr-31
5933442 XXXX XXXXXX XX 00000 SFD 7.875 6.750 $2,320.22 360 1-Mar-31
5933507 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,809.94 360 1-Mar-31
5933516 XXX XXXX XX 00000 SFD 7.250 6.750 $2,387.62 360 1-Mar-31
5933659 XXXXXXXXX XX 00000 SFD 7.750 6.750 $3,824.93 360 1-Apr-31
5934020 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,796.86 360 1-Apr-31
5934350 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,175.24 360 1-Jan-31
5934354 XXX XXXXXXXXX XX 00000 SFD 8.000 6.750 $2,215.97 360 1-Mar-31
5934569 XXXXXXX XX 00000 SFD 7.375 6.750 $2,143.31 360 1-Jun-31
5934721 XXXXXX XXXXXX XX 00000 SFD 8.000 6.750 $2,935.06 360 1-Mar-31
5934784 XXX XXXX XX 00000 SFD 7.750 6.750 $2,937.29 360 1-Mar-31
5935186 XXXXXXX XXXX XX 00000 SFD 7.750 6.750 $3,431.62 360 1-Apr-31
5937649 XXXXXXX XX 00000 SFD 7.625 6.750 $3,714.50 360 1-Apr-31
5938131 XXXXX XXXX XX 00000 SFD 7.750 6.750 $2,808.34 360 1-Mar-31
5938206 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $3,438.78 360 1-Mar-31
5938721 XXXXXXXXX XX 00000 SFD 7.375 6.750 $1,312.29 360 1-May-31
5938925 XXXXXXXX XX 00000 SFD 7.500 6.750 $3,496.07 360 1-Apr-31
5938931 XXXXXXXX XX 00000 SFD 8.500 6.750 $3,267.89 360 1-May-31
5939677 XXXXXX XX 00000 SFD 7.625 6.750 $2,406.50 360 1-Mar-31
5939771 XXXXXX XX 00000 SFD 7.125 6.750 $2,075.06 360 1-May-31
5939936 XXXX XX 00000 SFD 7.625 6.750 $3,201.35 360 1-Apr-31
5940714 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $2,195.43 360 1-Apr-31
5941336 XXXXXXX XX 00000 SFD 7.375 6.750 $2,199.11 360 1-May-31
5941511 XXXX XXXXX XX 00000 SFD 7.500 6.750 $2,258.47 360 1-May-31
5941705 XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,104.76 360 1-May-31
5942318 XXXX XX 00000 SFD 7.125 6.750 $2,021.16 360 1-May-31
5943014 XXXXXX XX 00000 SFD 7.375 6.750 $2,923.63 360 1-Apr-31
5943015 XXXXXXXXXX XXXXXXXX XX 00000 SFD 7.875 6.750 $3,190.31 360 1-Mar-31
5943369 XXXX XX 00000 SFD 8.250 6.750 $3,006.98 359 1-Oct-30
5944174 XXXXXX XX 00000 SFD 7.250 6.750 $3,376.78 360 1-May-31
5944209 XXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $1,121.66 360 1-May-31
5945216 XXXXXXX XX 00000 SFD 7.375 6.750 $2,141.09 360 1-May-31
5945278 XXXXXXX XX 00000 SFD 7.375 6.750 $2,227.43 360 1-Apr-31
5945631 XXXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,900.84 360 1-Apr-31
5945700 XXXXX XXXX XX 00000 SFD 7.250 6.750 $3,479.10 360 1-Apr-31
5945740 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,128.39 360 1-May-31
5946386 XXXXXXXXX XX 00000 SFD 7.875 6.750 $2,860.76 360 1-Feb-31
5947007 XXXXXXXXX XX 00000 SFD 7.875 6.750 $3,438.36 353 1-Sep-30
5947519 XXX XXXX XX 00000 SFD 7.750 6.750 $3,080.58 360 1-Apr-31
5948298 XXXXXX XXXXXXX XX 00000 SFD 9.625 6.750 $2,379.97 360 1-Dec-30
5948377 XXXXXX XX 00000 SFD 8.125 6.750 $3,563.99 360 1-Jan-31
5948391 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,169.32 360 1-May-31
5948488 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,177.70 360 1-Apr-31
5948597 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $2,747.24 360 1-Jan-31
5949274 XXXXXXXX XX 00000 SFD 8.625 6.750 $2,507.59 360 1-Oct-30
5949641 XXX XXXX XXXX XX 00000 SFD 7.375 6.750 $1,479.43 360 1-May-31
5949692 XXXXXX XX 00000 SFD 8.000 6.750 $2,641.55 360 1-Feb-31
5950032 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $4,164.35 360 1-Mar-31
5950127 XXX XXXXXX XX 00000 SFD 7.625 6.750 $3,298.32 360 1-Apr-31
5950975 XXXXXX XX 00000 SFD 7.375 6.750 $2,069.96 360 1-May-31
5952482 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $4,314.71 360 1-Apr-31
5952600 XXXXXXXX XX 00000 SFD 7.875 6.750 $3,132.30 360 1-Apr-31
5952611 XXXXXXX XX 00000 SFD 7.250 6.750 $3,410.88 360 1-Apr-31
5953855 XXX XXXXX XX 00000 SFD 7.250 6.750 $2,462.66 360 1-Jun-31
5954390 XXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $6,178.00 360 1-Jun-31
5954972 XXXXXX XX 00000 SFD 7.375 6.750 $2,874.94 360 1-Apr-31
5955024 XXXXXXX XX 00000 LCO 7.250 6.750 $2,373.98 360 1-Jun-31
5955062 XXXX XXXXXX XX 00000 SFD 7.250 6.750 $2,312.58 360 1-Apr-31
5955360 COS XXX XX 00000 SFD 7.125 6.750 $5,389.75 360 1-Jun-31
5955488 XXXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $3,468.19 360 1-Apr-31
5955687 XXXXXXXX XX 00000 SFD 6.875 6.608 $4,270.04 360 1-Mar-31
5955833 XXXX XXXX XX 00000 SFD 7.125 6.750 $2,573.60 360 1-May-31
5956078 XXXXXXXXX XX 00000 SFD 7.000 6.733 $2,395.09 360 1-May-31
5956177 XXX XXXX XX 00000 SFD 7.375 6.750 $2,085.84 360 1-May-31
5956448 XXXXXX XX 00000 SFD 7.375 6.750 $2,059.76 360 1-May-31
5956533 XXXXXX XXXX XXXX XX 00000 SFD 7.125 6.750 $6,737.19 360 1-Jun-31
5956984 XXXXXXX XXXXXXX XX 00000 SFD 7.000 6.733 $2,461.62 360 1-May-31
5957000 XXXX XX 00000 SFD 7.125 6.750 $4,015.37 360 1-Jun-31
5957278 XXXX XX 00000 SFD 7.625 6.750 $2,836.84 360 1-Apr-31
5957500 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,102.00 360 1-May-31
5957522 XXXXXXXXX XX 00000 SFD 7.125 6.750 $2,795.93 360 1-Apr-31
5957580 XXXXXXX XX 00000 SFD 7.625 6.750 $3,255.85 360 1-Apr-31
5957652 XXXXXXX XX 00000 SFD 7.250 6.750 $2,114.75 360 1-May-31
5958329 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,387.62 360 1-Apr-31
5959889 XXXX XXXXXXXX XX 00000 SFD 8.625 6.750 $2,135.04 000 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 7.250 6.750 $2,182.97 360 1-May-31
5960416 XXXXXX XX 00000 SFD 7.500 6.750 $4,542.80 360 1-Apr-31
5960551 XXX XXXXXXXXXX XX 00000 SFD 7.125 6.750 $1,179.01 360 1-May-31
5960621 XXXXX XXXX XX 00000 SFD 7.375 6.750 $2,072.03 360 1-May-31
5960735 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,264.94 360 1-Jun-31
5961038 XXXXXXXX XX 00000 SFD 6.875 6.608 $2,706.55 360 1-Apr-31
5961075 XXXXX XXXX XX 00000 SFD 7.250 6.750 $3,642.83 360 1-May-31
5961557 XXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $2,411.92 360 1-May-31
5962657 XXXXXXXXXX XX 00000 SFD 6.875 6.608 $1,970.79 360 1-May-31
5963234 XXX XXXXX XX 00000 SFD 7.875 6.750 $3,207.71 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 7.000 6.733 $3,236.70 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 7.625 6.750 $5,166.90 360 1-Apr-31
5965701 XXXXXXXXXX XX 00000 HCO 7.250 6.750 $2,646.85 360 1-May-31
5965729 XXXXXXXX XX 00000 SFD 7.875 6.750 $3,661.61 360 1-Mar-31
5966730 XXXXXXX XX 00000 SFD 7.500 6.750 $2,482.22 360 1-Feb-31
5966770 XXXXXXX XX 00000 SFD 7.875 6.750 $3,625.35 360 1-Apr-31
5967531 XXXXXXX XX 00000 SFD 7.875 6.750 $3,033.33 360 1-Jan-31
5967702 XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $2,762.70 360 1-Apr-31
5967737 XXXXXXX XX 00000 SFD 7.375 6.750 $3,066.60 360 1-Apr-31
5967973 XXXXXXXXXXXXX XX 00000 SFD 7.125 6.750 $3,368.60 360 1-Jun-31
5968852 XXXXXXXX XX 00000 SFD 7.000 6.733 $2,268.69 360 1-Jun-31
5969235 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,614.94 360 1-Feb-31
5969242 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,292.52 360 1-Mar-31
5969287 XXXXXXXXX XX 00000 SFD 7.750 6.750 $3,108.28 354 1-Aug-30
5969309 XX XXXXX XX 00000 SFD 7.500 6.750 $3,286.31 360 1-Feb-31
5970095 POTOMAC MD 20854 LCO 7.125 6.750 $2,277.17 360 1-Jun-31
5970475 XXXXXXXXX XX 00000 SFD 7.250 6.750 $3,728.78 360 1-Jun-31
5970583 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,852.80 360 1-Apr-31
5970600 XXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $2,142.04 360 1-Jun-31
5970606 XXXX XXXXXX XX 00000 SFD 7.875 6.750 $2,929.28 360 1-Apr-31
5970809 XXXXXXXXXXX XXX XX 00000 SFD 7.625 6.750 $4,600.66 360 1-Apr-31
5971108 XXX XXXXX XX 00000 SFD 7.875 6.750 $3,125.05 360 1-Apr-31
5971275 XXXXXXXXX XX 00000 SFD 7.375 6.750 $3,159.84 360 1-Apr-31
5971291 XXXXX XXXX XXXXX XX 00000 SFD 8.000 6.750 $2,993.76 360 1-Apr-31
5971934 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,277.75 360 1-May-31
5972158 XXXXXXXXXXX XX 00000 SFD 7.125 6.750 $4,379.17 360 1-May-31
5972558 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $4,360.01 360 1-Mar-31
5972563 XXXXX XX 00000 SFD 7.625 6.750 $2,205.56 353 1-Jul-30
5972594 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,992.64 360 1-Mar-31
5972598 XXXXXXXXX XX 00000 SFD 6.625 6.358 $1,920.93 360 1-Mar-31
5972600 XXXXX XXXXX XX 00000 SFD 7.125 6.750 $2,930.68 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 7.250 6.750 $2,087.46 360 1-Apr-31
5972783 XXXXXXXXXX XXXX XX 00000 SFD 7.125 6.750 $3,749.24 360 1-Jun-31
5972851 XXXXX XXXXX XX 00000 SFD 7.250 6.750 $3,410.88 360 1-Apr-31
5972992 XXXXXXXXX XX 00000 SFD 7.000 6.733 $2,702.46 360 1-Jun-31
5973317 XXXXXXXX XX 00000 SFD 7.000 6.733 $2,993.86 360 1-Feb-31
5973372 XXXXX XXXX XXXXX XX 00000 PUD 7.500 6.750 $2,097.64 360 1-Mar-31
5973387 XXXXXXX XX 00000 SFD 7.750 6.750 $4,370.11 360 1-Mar-31
5973395 XXXX XX XXXXX XX 00000 PUD 7.750 6.750 $2,866.01 360 1-Mar-31
5973406 XXXX XXXXXXXXXXXXX XX 00000 SFD 7.875 6.750 $2,378.23 360 1-Mar-31
5973439 XXXXXXXX XX 00000 LCO 8.125 6.750 $2,598.75 360 1-Mar-31
5973478 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,991.31 360 1-Mar-31
5974072 XXXX XXXXXXXXXX XX 00000 SFD 7.125 6.750 $2,688.14 360 1-May-31
5974577 XXXXXXXXX XX 00000 SFD 7.625 6.750 $3,085.98 360 1-Apr-31
5974847 OSSINING NY 10562 SFD 6.500 6.233 $2,332.33 360 1-Mar-31
5974865 XXX XXXXX XX 00000 SFD 7.875 6.750 $2,537.74 360 1-Mar-31
5974882 XXXXX XX 00000 SFD 7.625 6.750 $3,397.41 360 1-Mar-31
5974898 XX XXXX XX 00000 SFD 7.500 6.750 $2,244.22 356 1-Oct-30
5976370 XXX XXXX XX 00000 LCO 7.750 6.750 $2,872.81 360 1-Apr-31
5976542 XXXXXXX XXXXX XX 00000 SFD 8.000 6.750 $3,668.82 360 1-Apr-31
5976622 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,796.86 360 1-Apr-31
5976743 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $3,367.14 360 1-May-31
5976850 XXX XXXXXX XX 00000 SFD 7.625 6.750 $3,185.07 360 1-Apr-31
5977278 XXXXXXX XX 00000 SFD 7.750 6.750 $5,731.30 360 1-May-31
5978014 XXXXXXX XX 00000 SFD 7.375 6.750 $2,259.89 360 1-Mar-31
5978393 XXXX XX 00000 SFD 7.750 6.750 $2,471.62 360 1-May-31
5978429 XXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $3,390.33 360 1-Apr-31
5978866 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,424.27 360 1-Jun-31
5979352 XXXXXXXX XX 00000 SFD 7.500 6.750 $4,020.48 360 1-Jun-31
5979593 XXXXX XXXXX XX 00000 SFD 7.000 6.733 $4,257.94 360 1-Apr-31
5979607 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $3,453.38 360 1-Apr-31
5979817 XXX XXXXX XX 00000 SFD 7.250 6.750 $2,455.84 360 1-May-31
5981829 XXXX XXXX XX 00000 SFD 7.375 6.750 $2,417.37 360 1-Jun-31
5982593 XXXX XXXXXX XX 00000 SFD 6.875 6.608 $2,647.42 360 1-May-31
5984688 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,167.56 360 1-Mar-31
5985523 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $4,544.89 360 1-Jun-31
5985706 XXXXXXXXX XX 00000 PUD 7.500 6.750 $2,360.55 360 1-Jun-31
5985949 XXX XXXXX XX 00000 SFD 7.750 6.750 $2,641.06 360 1-Jun-31
5985954 XXX XXXXX XX 00000 SFD 8.000 6.750 $4,035.71 360 1-Jun-31
5986967 XXXXXXXXX XX 00000 SFD 7.875 6.750 $3,625.35 360 1-May-31
5986993 XXXX XXXXXXX XX 00000 SFD 7.625 6.750 $5,579.18 360 1-Jun-31
5987225 XXX XXXXXXXXX XX 00000 SFD 7.750 6.750 $7,164.13 360 1-Jun-31
5987924 XXXXXXXXX XX 00000 SFD 7.375 6.750 $3,011.35 360 1-Jun-31
5987926 XXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,194.17 360 1-Jun-31
5988437 XXXXXXX XX 00000 SFD 7.250 6.750 $2,933.36 360 1-Jun-31
5990257 XXXXXXX XX 00000 SFD 8.375 6.750 $2,251.71 360 1-Jul-30
5991056 XXXXXXX XX 00000 SFD 7.500 6.750 $2,999.64 360 1-Jun-31
5991080 XXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $3,368.60 360 1-Jun-31
5991919 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $2,821.41 360 1-Jun-31
5992059 XX XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 720.04 360 1-Jun-31
5992170 XXXXXXX XXXX XX 00000 SFD 7.250 6.750 $2,728.71 360 1-Jun-31
5992239 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,306.85 360 1-Jun-31
5992718 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,358.01 360 1-Jun-31
5993064 XXXXXXX XX 00000 SFD 7.750 6.750 $2,908.99 360 1-Jun-31
5993152 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,080.64 360 1-Jun-31
5994110 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $2,701.13 360 1-Jun-31
5994376 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $3,867.94 360 1-Jun-31
5994537 XXXXXX XX 00000 SFD 7.375 6.750 $2,953.13 360 1-Jun-31
5995115 XXXXXXXX XX 00000 SFD 7.750 6.750 $3,882.96 360 1-Jun-31
5995645 XXXXXX XX 00000 LCO 7.500 6.750 $2,796.86 360 1-Jun-31
5997149 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $3,453.38 360 1-Jun-31
5997316 XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $2,277.16 360 1-Jun-31
5997990 XXXXXXX XX 00000 SFD 7.375 6.750 $4,489.39 360 1-Jun-31
5998071 XXXXXXXX XX 00000 SFD 8.125 6.750 $2,611.74 360 1-Jun-31
5998211 XXXXXX XX 00000 LCO 7.625 6.750 $4,331.70 360 1-Jun-31
5998564 XXXXX XX 00000 SFD 7.750 6.750 $4,656.68 360 1-Jun-31
5998865 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,629.05 360 1-Jun-31
5999584 XXXXXXXX XX 00000 LCO 7.500 6.750 $2,099.05 360 1-Jun-31
5999931 XXX XXXX XXXXXXXXXX XX 00000 SFD 7.000 6.733 $2,807.58 360 1-Jun-31
5999973 XXXXXXX XXXX XX 00000 SFD 7.875 6.750 $2,972.79 360 1-Jun-31
6006096 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $3,324.16 360 1-Jun-31
6008394 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $3,011.35 360 1-Jun-31
6012543 XXXXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $2,783.42 360 1-May-31
6019520 XXXXXXXXX XX 00000 SFD 7.000 6.733 $4,324.47 360 1-Jun-31
6019849 XXXX XXXX XX 00000 SFD 8.125 6.750 $2,502.22 360 1-Jun-31
7644629 XXXXXXXXXX XXX. XX 00000 SFD 7.500 6.750 $2,794.85 360 1-Feb-30
7649519 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,388.94 360 1-Feb-30
7813129 XXXXXXXX XXXX XX 00000 LCO 7.500 6.750 $2,027.72 360 1-Feb-30
7819974 XXXXXXXXX XXXXXXX XX 00000 SFD 7.250 6.750 $3,410.88 360 1-May-31
7848902 XXX XXXXX XX 00000 SFD 7.625 6.750 $3,158.53 360 1-Feb-30
7937705 XXXXXXX XX 00000 SFD 7.875 6.750 $2,118.46 360 1-Oct-30
7938421 XXXXXXXX XX 00000 SFD 7.875 6.750 $2,117.20 360 1-Feb-30
7951329 XXXXX XX 00000 SFD 7.625 6.750 $2,208.44 360 1-Jan-31
7957347 XXXXXXX XXX. XX 00000 SFD 7.625 6.750 $3,892.87 360 1-Apr-31
7958166 XXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,388.27 360 1-Dec-30
7958633 XXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,689.06 360 1-Oct-30
7989435 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $3,146.46 360 1-Mar-30
7997567 XXXXXXXXXXXXXX XX 00000 SFD 8.000 6.750 $2,201.73 360 1-Oct-30
8014716 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,831.79 360 1-Oct-30
8015183 XXXXXXX XX 00000 SFD 7.750 6.750 $2,748.89 360 1-Feb-30
8016845 XXXX XX 00000 SFD 7.625 6.750 $2,568.91 360 1-Feb-30
8016860 XXXXXX XX 00000 SFD 7.875 6.750 $2,451.17 360 1-Feb-30
8022166 XXXXXXX XX 00000 SFD 7.750 6.750 $2,779.68 360 1-Nov-30
8025624 XXX XXXXXX XX 00000 SFD 7.500 6.750 $2,013.04 360 1-Mar-30
8028663 XXXX XXXXXX XX 00000 SFD 7.750 6.750 $2,507.31 360 1-Jan-30
8029946 XXXX XXXXXXXX XX 00000 SFD 7.875 6.750 $2,175.21 360 1-Feb-30
8030507 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,264.94 360 1-Jan-30
8033956 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,121.64 360 1-Feb-30
8036117 XXX XXXXX XX 00000 SFD 7.625 6.750 $1,981.82 360 1-Feb-30
8040709 XXXXXX XXXX XX 00000 SFD 7.750 6.750 $2,120.04 360 1-Feb-30
8042717 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,148.86 360 1-Mar-30
8043490 XXXXXXX XX 00000 SFD 7.625 6.750 $2,725.71 360 1-Feb-30
8046940 XXXX XXXX XX 00000 SFD 7.625 6.750 $2,294.42 360 1-Feb-30
8049883 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $2,712.95 360 1-Feb-30
8050068 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $5,681.07 360 1-Mar-30
8050600 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,244.89 360 1-Nov-30
8058199 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,186.15 360 1-Jan-31
8075372 XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,950.49 360 1-Mar-30
8076724 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,507.44 360 1-Oct-30
8080956 XXXXXXXX XX 00000 SFD 7.750 6.750 $4,656.68 360 1-Mar-30
8085190 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,095.83 357 1-Dec-30
8086816 XXXXXX XX 00000 SFD 7.500 6.750 $3,644.24 360 1-Apr-31
8094080 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,804.75 360 1-Jul-30
8094529 XXXXXX XX 00000 SFD 7.750 6.750 $3,689.52 360 1-Apr-31
8095702 XXXXXXXX XX 00000 SFD 8.375 6.750 $2,133.80 354 1-Jul-30
8102946 XXXXXX XX 00000 SFD 7.500 6.750 $2,237.49 360 1-Apr-30
8105523 XXX XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,278.31 360 1-Dec-30
8106930 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $3,114.29 360 1-Jan-31
8107896 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,088.02 360 1-Apr-30
8111062 XXXXXXXXXXXX XX 00000 SFD 7.875 6.750 $2,653.57 360 1-Dec-30
8113309 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $4,149.79 360 1-Jan-31
8114632 XXXXX XXXXX XX 00000 SFD 8.000 6.750 $3,852.46 360 1-Nov-30
8115046 XXXXXXX XXXXXXXX XX 00000 SFD 7.750 6.750 $4,656.84 360 1-Jan-31
8117932 XXXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $2,202.53 360 1-Apr-30
8121290 XXXXXX XX 00000 SFD 8.000 6.750 $2,763.38 360 1-Oct-30
8123357 XXXXXX XX 00000 SFD 7.625 6.750 $2,185.67 360 1-Nov-30
8126623 XXXXXXX XX 00000 SFD 7.875 6.750 $2,495.37 360 1-Oct-30
8128392 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $2,175.21 360 1-Nov-30
8133578 XXXXXXX XX 00000 SFD 8.375 6.750 $2,584.25 354 1-Jul-30
8134350 XXXXX XX XX 00000 SFD 7.625 6.750 $2,673.21 360 1-Oct-30
8135706 XXXX XXXX XX 00000 SFD 7.625 6.750 $2,614.90 000 0-Xxx-00
0000000 XXXX XX 00000 SFD 7.500 6.750 $2,796.86 360 1-Apr-31
8156858 XXXXXX XX 00000 SFD 7.625 6.750 $3,135.81 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 7.125 6.750 $3,725.66 360 1-Apr-31
8160113 XXXXXXX XX 00000 SFD 7.625 6.750 $2,283.77 360 1-Oct-30
8161135 XXXXXXXX XX 00000 SFD 7.750 6.750 $3,180.87 360 1-Apr-31
8164088 XXXXXXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,948.69 360 1-Oct-30
8167062 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,492.23 360 1-Oct-30
8178355 XXXXX XXXX XX 00000 SFD 7.625 6.750 $2,332.45 360 1-Nov-30
8182570 XXXXXXXX XX 00000 SFD 8.000 6.750 $2,075.09 360 1-Dec-30
8183687 XXXX XXXXX XX 00000 SFD 7.750 6.750 $2,308.04 360 1-Dec-30
8188117 XXXXXXX XXXX XX 00000 SFD 8.375 6.750 $3,418.51 353 1-Jun-30
8188408 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,339.84 360 1-Oct-30
8192911 XXXXX XXXXX XX 00000 SFD 8.375 6.750 $2,323.00 354 1-Jul-30
8193030 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,018.10 360 1-Nov-30
8204785 XXXXXXX XX 00000 SFD 7.625 6.750 $4,600.66 360 1-Dec-30
8205051 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,569.29 360 1-Mar-31
8207168 XXXXX XXXXX XX 00000 SFD 8.375 6.750 $2,356.59 355 1-Aug-30
8207863 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $3,131.28 360 1-Dec-30
8208082 XXX XXXXX XX 00000 SFD 7.625 6.750 $2,020.16 360 1-Nov-30
8209947 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,000.31 360 1-Jul-30
8216777 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,630.23 360 1-Jan-31
8219103 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,036.27 360 1-Sep-30
8219587 XXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,332.06 360 1-Nov-30
8228425 XXXXX XXXXXX XX 00000 SFD 7.500 6.750 $3,111.50 360 1-Oct-30
8229991 XXXXXX XX 00000 SFD 7.625 6.750 $2,329.97 360 1-Nov-30
8231287 XXXX XXXXXXX XX 00000 SFD 7.500 6.750 $3,496.07 360 1-Apr-31
8231337 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,977.90 360 1-Dec-30
8232278 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,005.18 360 1-Dec-30
8234978 XXXXX XX 00000 SFD 7.250 6.750 $4,311.35 360 1-Apr-31
0000000 XXXX XXXX XXXXX XX 00000 SFD 7.625 6.750 $2,774.77 360 1-Nov-30
8238656 XXXXX XXXX XX 00000 SFD 7.125 6.750 $4,042.31 360 1-Apr-31
8247382 XXXXXX XX 00000 SFD 7.625 6.750 $2,256.11 360 1-Oct-30
8253954 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,449.85 360 1-Dec-30
8267501 XXXXXX XX 00000 SFD 8.000 6.750 $2,914.95 360 1-Nov-30
8267628 XX XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,555.50 360 1-May-31
8274117 XXXXXXX XX 00000 SFD 7.000 6.733 $2,661.21 360 1-Apr-31
8279891 XXXXXX XX 00000 SFD 7.625 6.750 $2,713.41 360 1-Oct-30
8282228 XXX XXXXX XX 00000 SFD 7.625 6.750 $2,122.25 360 1-Dec-30
8287027 XXX XXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $3,539.91 360 1-Nov-30
8292624 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,389.49 360 1-Oct-30
8296638 XXXXXXXXX XX 00000 SFD 7.500 6.750 $4,544.89 360 1-May-31
8308714 XXXXXXX XX 00000 SFD 8.000 6.750 $2,054.82 360 1-Oct-30
8314406 XXXXXXX XX 00000 SFD 7.500 6.750 $2,709.69 360 1-Dec-30
8317472 XXXXXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $3,113.73 360 1-Dec-30
8317537 XXXXXXXX XXXX XX 00000 LCO 7.875 6.750 $2,844.52 360 1-Dec-30
8319085 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $3,103.39 360 1-Apr-31
8319784 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $1,106.84 360 1-Nov-30
8324176 XXXXX XXXX XX 00000 LCO 7.875 6.750 $3,900.87 360 1-Nov-30
8324763 XXXXXXX XX 00000 SFD 7.625 6.750 $2,549.13 360 1-Oct-30
8324830 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,076.86 360 1-Oct-30
8325285 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,262.12 360 1-Oct-30
8326756 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,123.57 360 1-Nov-30
8331364 XXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,831.38 360 1-Dec-30
8333608 XXXXXXXX XXXXXX XX 00000 SFD 8.000 6.750 $3,258.40 360 1-Nov-30
8339490 XXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,123.83 360 1-Dec-30
8346141 XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,976.96 360 1-Dec-30
8346756 XXXX XX 00000 SFD 7.750 6.750 $2,507.53 360 1-Jan-31
8348091 SHAVER XXXX XX 00000 SFD 7.750 6.750 $3,044.75 360 1-Jan-31
8348145 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,084.45 360 1-Dec-30
0000000 XX XXXX XX 00000 SFD 7.625 6.750 $3,255.85 360 1-Nov-30
8349364 XXXXXX XX 00000 SFD 7.375 6.750 $2,265.41 360 1-Jun-31
8350603 XXXXXX XX 00000 SFD 7.500 6.750 $3,845.68 360 1-Nov-30
8352991 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,477.28 360 1-Nov-30
8357502 XXXX XX 00000 SFD 7.500 6.750 $3,496.07 360 1-Nov-30
8358601 XXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,158.77 360 1-Dec-30
8359050 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,633.37 360 1-Dec-30
8361476 XXXXXXX XX 00000 SFD 7.625 6.750 $2,725.73 360 1-Nov-30
8365692 XXXXXXXXX XX 00000 SFD 7.375 6.750 $3,108.04 360 1-Apr-31
0000000 XXXX XXXX XXXXX XX 00000 SFD 7.500 6.750 $2,319.08 360 1-Jan-31
8367490 XXXXXX XX 00000 SFD 7.625 6.750 $2,796.04 360 1-Nov-30
8368697 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,831.18 360 1-Nov-30
8370110 XXXX XX 00000 LCO 8.000 6.750 $3,590.31 000 0-Xxx-00
0000000 XXXX XXXX XX 00000 SFD 7.625 6.750 $2,582.40 360 1-Dec-30
8371922 BEND OR 97702 SFD 7.625 6.750 $2,979.47 360 1-Dec-30
8375281 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,125.61 360 1-Dec-30
8376900 XXXXX XX 00000 LCO 7.625 6.750 $3,539.48 360 1-Dec-30
8377690 XXXXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $4,140.59 360 1-Dec-30
8381604 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,548.24 360 1-Dec-30
8381606 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,406.84 360 1-Dec-30
8382691 XXX XXXXXXXX XX 00000 SFD 7.625 6.750 $2,052.57 360 1-Dec-30
8384811 XXXXXXX XX 00000 SFD 7.250 6.750 $3,751.97 360 1-May-31
8389708 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $3,538.97 360 1-Apr-31
8392478 XXXXXX XX 00000 SFD 7.625 6.750 $2,803.07 360 1-Dec-30
8394851 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $2,409.47 360 1-Jan-31
8399249 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,066.34 360 1-Dec-30
8406511 XXXXXXX XX 00000 SFD 7.375 6.750 $2,629.05 360 1-May-31
8412028 XXX XXXXXXXXX XX 00000 SFD 7.000 6.733 $2,602.66 360 1-May-31
8418609 XXXXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $3,368.59 360 1-Apr-31
8434639 XXXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,774.56 360 1-Feb-31
8439009 XXXXXXX XX 00000 SFD 7.250 6.750 $2,728.71 360 1-Apr-31
8449295 XXX XXXXX XX 00000 HCO 7.125 6.750 $2,762.25 360 1-Apr-31
8453013 XXX XXXX XX 00000 SFD 7.125 6.750 $3,832.45 360 1-Apr-31
8464253 XXX XXXXXX XX 00000 SFD 7.500 6.750 $3,598.16 360 1-Apr-31
0000000 XXXX XXXX XXXXX XX 00000 SFD 7.125 6.750 $2,189.59 360 1-Apr-31
8466974 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $2,728.71 360 1-Mar-31
8475856 XXXXXX XXX XXX XX 00000 SFD 7.500 6.750 $4,544.89 360 1-Apr-31
8476884 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,884.26 360 1-Apr-31
8483541 XXXXXX XX 00000 LCO 7.375 6.750 $2,066.50 360 1-May-31
8484703 XXXXXX XX 00000 SFD 7.375 6.750 $2,279.23 360 1-Mar-31
8488435 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $3,178.35 360 1-Apr-31
8492303 XXXXXXXXXX XXXXX XX 00000 LCO 7.500 6.750 $3,579.98 360 1-Mar-31
8493290 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,027.43 360 1-May-31
8494020 XXXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $3,784.90 360 1-Apr-31
8495817 XXXXXXXX XX 00000 SFD 6.875 6.608 $2,522.61 360 1-May-31
8496015 XXXXXXX XX 00000 SFD 7.375 6.750 $2,926.74 360 1-Apr-31
8501023 XXXX XXXXXXX XX 00000 SFD 7.625 6.750 $3,199.23 360 1-Mar-31
8502640 XXXXXXX XX 00000 SFD 7.875 6.750 $2,320.22 360 1-Mar-31
8503290 XXXXXXXX XX 00000 SFD 7.125 6.750 $6,737.19 360 1-Apr-31
8505593 XXXXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $3,184.50 360 1-Apr-31
8508688 XXXXXX XX 00000 SFD 7.375 6.750 $3,574.24 360 1-Apr-31
8509809 XXX XXXX XX 00000 SFD 7.500 6.750 $3,188.42 360 1-Apr-31
8512955 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $2,265.41 360 1-Mar-31
8513518 XXX XXXXXXXXX XX 00000 SFD 6.625 6.358 $3,716.37 360 1-Mar-31
8516121 XXXXXX XX 00000 SFD 7.375 6.750 $2,762.70 360 1-Apr-31
8516839 XXXXXXX XX 00000 SFD 7.875 6.750 $3,103.30 360 1-Mar-31
8517305 XXXXXXXX XXXXXXX XX 00000 SFD 7.000 6.733 $3,353.12 360 1-May-31
8519741 XXX XXXX XX 00000 LCO 7.250 6.750 $2,489.94 360 1-May-31
8520072 XXXXXX XX 00000 SFD 7.625 6.750 $4,361.74 360 1-Apr-31
8521497 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,863.43 360 1-Apr-31
8521558 XXXX XX 00000 SFD 7.375 6.750 $2,337.94 360 1-Mar-31
8525916 XXXXXXX XX 00000 SFD 7.750 6.750 $3,188.03 360 1-Apr-31
8526110 XXXXXXXX XX 00000 SFD 6.625 6.358 $2,881.40 360 1-Apr-31
8526338 XXXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $2,741.95 360 1-Mar-31
8527425 XXXXXX XX 00000 SFD 7.500 6.750 $6,633.80 360 1-May-31
8528221 XXXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $6,554.51 360 1-Apr-31
8531591 XXXX XX 00000 SFD 7.500 6.750 $3,845.68 360 1-Apr-31
8532372 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $3,605.70 360 1-Apr-31
8532526 XXXXXXXX XX 00000 SFD 7.125 6.750 $2,257.63 360 1-May-31
8533281 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,751.39 360 1-Apr-31
8533371 XXXXXXX XXXXXXXXX XX 00000 SFD 6.875 6.608 $2,673.70 360 1-Apr-31
8536325 XXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $3,132.48 360 1-Apr-31
8536606 XXX XXXXX XX 00000 SFD 7.250 6.750 2,728.71 360 1-Apr-31
8537302 XXXXXX XXXX XX 00000 SFD 7.000 6.733 2,062.44 360 1-Apr-31
8537512 XX XXXXX XX 00000 SFD 7.625 6.750 3,204.89 360 1-Apr-31
8538396 XXXXXXX XX 00000 SFD 7.375 6.750 2,217.07 360 1-Apr-31
8540298 XXXXX XXXX XX 00000 SFD 7.500 6.750 2,796.86 360 1-Apr-31
8540655 XXXX XX 00000 SFD 7.375 6.750 $4,002.12 360 1-Apr-31
8541036 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,423.49 360 1-Apr-31
8541711 XXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $3,410.88 360 1-Apr-31
8542825 XXXXXX XX 00000 SFD 7.000 6.733 $4,132.19 360 1-Apr-31
8543578 XXXXXXXXX XX 00000 SFD 7.000 6.733 $5,089.56 360 1-Apr-31
8545548 XXX XXXX XXXXXXXX XX 00000 SFD 7.750 6.750 $3,474.60 360 1-Apr-31
8547383 XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $2,496.93 360 1-Apr-31
8547857 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $3,038.97 360 1-Apr-31
8548428 XXXXXX XX 00000 SFD 7.750 6.750 $2,908.63 360 1-Apr-31
8549741 XXX XXXXXXXXX XX 00000 SFD 7.750 6.750 $3,352.81 360 1-Apr-31
8550921 XXXXXX XX 00000 SFD 7.500 6.750 $6,188.05 360 1-Apr-31
8550991 XXXXXXXX XXXXXXX XX 00000 SFD 7.000 6.733 $2,661.21 360 1-Apr-31
8551144 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $4,345.62 360 1-Apr-31
8551279 XXXXXXXX XXXXXXXX XX 00000 SFD 7.250 6.750 $6,139.59 360 1-Apr-31
8553246 XX. XXXXXX XX 00000 SFD 7.125 6.750 $3,705.45 360 1-Apr-31
8553684 XXXXXX XX 00000 SFD 7.375 6.750 $3,453.38 360 1-Apr-31
8553722 XXX XXXX XXXXXXXX XX 00000 SFD 7.250 6.750 $5,423.30 360 1-Apr-31
8554398 XXXX XXXXXXX XX 00000 SFD 7.750 6.750 $5,731.30 360 1-Apr-31
8554582 XXXXXXX XX 00000 SFD 7.125 6.750 $2,711.72 360 1-Apr-31
8555536 XXX XXXXX XX 00000 SFD 7.000 6.733 $2,661.21 360 1-Apr-31
8557622 XXXXXXX XX 00000 SFD 7.500 6.750 $3,466.71 360 1-Apr-31
8558147 XXXXXXX XX 00000 SFD 7.500 6.750 $3,041.58 360 1-Apr-31
8558647 XXXXXXXXX XX 00000 SFD 7.625 6.750 $3,328.61 360 1-Apr-31
8560489 XXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,947.11 360 1-Apr-31
8564993 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,386.07 360 1-Apr-31
8565473 XXXXXXXXX XX 00000 SFD 7.375 6.750 $3,259.99 360 1-Apr-31
8566238 XXXXXXX XX 00000 LCO 7.500 6.750 $6,936.21 360 1-Apr-31
8566599 XXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $4,379.17 360 1-Apr-31
8566720 XXXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $6,548.89 360 1-Apr-31
8567218 XXXXXXXXX XX 00000 SFD 7.750 6.750 $4,276.98 360 1-Apr-31
8567860 XXX XXXX XX 00000 SFD 7.500 6.750 $4,349.11 360 1-Apr-31
8568787 XXXXXX XX 00000 SFD 7.000 6.733 $3,792.22 360 1-Apr-31
8569379 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,300.29 360 1-Apr-31
8569499 XXXXXXXXX XX 00000 LCO 7.250 6.750 $3,820.19 360 1-Apr-31
8569870 XXXXXXX XX 00000 SFD 7.500 6.750 $4,335.13 360 1-Apr-31
8570974 XXXXXXXXX XX 00000 SFD 7.125 6.750 $2,275.48 360 1-May-31
8571115 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $3,798.71 360 1-Apr-31
8571144 XXXXXXXX XX 00000 SFD 7.375 6.750 $3,125.30 360 1-Apr-31
8571263 XXX XXXX XX 00000 SFD 7.125 6.750 $3,099.11 360 1-Apr-31
8572233 XXXXXXX XX 00000 SFD 7.125 6.750 $2,791.89 360 1-Apr-31
8572905 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,059.19 360 1-Apr-31
8572945 XXX XXXXXXXXX XX 00000 LCO 7.375 6.750 $4,483.86 360 1-Apr-31
8573071 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $3,867.78 360 1-Apr-31
8574108 XXXXXX XX 00000 SFD 7.375 6.750 $2,662.55 360 1-Apr-31
8574577 XXXXXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $2,155.36 360 1-May-31
8574828 XXXXXXX XXXX XX 00000 SFD 7.375 6.750 $2,928.46 360 1-Apr-31
8576017 XXXXXXXXXXX XX 00000 SFD 6.875 6.608 $4,270.04 360 1-May-31
8578529 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $3,052.78 360 1-Apr-31
8579984 XXXXXXX XX 00000 SFD 7.250 6.750 $4,488.72 360 1-Apr-31
8580376 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $3,312.48 360 1-Apr-31
8581288 XXXXXX XXX XXX XX 00000 SFD 7.375 6.750 $6,906.75 360 1-May-31
8584510 XXXXXXX XX 00000 SFD 7.250 6.750 $2,073.82 360 1-Apr-31
8586199 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,873.64 360 1-Apr-31
8586255 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $1,940.31 360 1-May-31
8587110 XXXXXXX XX 00000 SFD 7.250 6.750 $2,425.14 360 1-Apr-31
8588002 XXXX XXXX XXXX XX 00000 SFD 7.250 6.750 $6,096.95 360 1-Apr-31
8589069 XXXXXXXX XXXXX XX 00000 SFD 7.000 6.733 $4,324.47 360 1-Apr-31
8589272 XXXXXXX XX 00000 HCO 7.125 6.750 $3,287.75 360 1-Apr-31
8589371 XXX XXXXX XX 00000 SFD 7.375 6.750 $4,074.98 360 1-Apr-31
8590776 XXXXXXX XXX XX 00000 SFD 7.375 6.750 $2,520.96 360 1-May-31
8591499 XXXXXXX XX 00000 SFD 7.125 6.750 $6,737.19 360 1-May-31
8592516 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,654.23 360 1-Jun-31
8594030 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,241.97 360 1-Apr-31
8596778 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,397.85 360 1-May-31
8598334 XXXXXXXXX XX 00000 SFD 7.125 6.750 $2,680.05 360 1-Apr-31
8599898 XXXXXXXX XX 00000 SFD 7.125 6.750 $3,099.11 360 1-Apr-31
8602453 XXXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,502.43 360 1-Apr-31
8608816 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,333.04 360 1-May-31
8608832 XXXXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $2,370.82 360 1-May-31
8610553 XXXXXXX XX 00000 SFD 7.000 6.733 $4,039.72 360 1-Apr-31
8613790 XXXXXXX XX 00000 SFD 6.875 6.608 $2,101.65 360 1-May-31
8614698 XXX XXXXXXX XX 00000 SFD 7.125 6.750 $2,517.01 360 1-May-31
8617475 XXXXXXX XXXXX XX 00000 LCO 7.375 6.750 $2,514.06 360 1-May-31
8617583 XXXXXX XXXX XX 00000 SFD 7.500 6.750 $6,768.40 360 1-Apr-31
8618098 XXXX XXXX XX 00000 SFD 7.250 6.750 $1,930.56 360 1-May-31
9005806 XXX XXXX XX 00000 SFD 7.625 6.750 $3,538.97 360 1-Feb-31
9010838 XXXXX XXXX XX 00000 SFD 8.375 6.750 $2,341.03 360 1-Mar-31
9013253 XXXXXXX XX 00000 SFD 7.500 6.750 $1,957.80 360 1-Mar-31
9014886 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,121.57 360 1-Mar-31
9015192 XXXXXXX XXXX XX 00000 SFD 8.375 6.750 $2,895.88 360 1-Mar-31
9032289 XXX XXXX XX 00000 SFD 7.750 6.750 $2,794.01 360 1-Mar-31
9058876 XXXXXXX XX 00000 SFD 7.500 6.750 $2,621.71 360 1-Mar-31
9060008 XXXXXX XX 00000 SFD 7.750 6.750 $2,851.32 360 1-Mar-31
9060011 XXX XXXXX XX 00000 SFD 7.500 6.750 $3,328.26 360 1-Mar-31
9060313 XXXXXXX XX 00000 SFD 7.750 6.750 $2,149.24 360 1-Mar-31
9061873 XXX XXXX XX 00000 SFD 8.500 6.750 $3,298.64 360 1-Mar-31
9061874 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $4,119.37 360 1-Mar-31
9062027 XXX XXXX XX 00000 SFD 8.625 6.750 $2,450.04 360 1-Mar-31
9062992 XXXXX XXXXXXXXXX XX 00000 SFD 7.500 6.750 $6,979.74 360 1-Mar-31
9063879 XXX XXXX XX 00000 SFD 7.500 6.750 $2,412.29 360 1-Mar-31
9064547 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,310.43 360 1-Mar-31
9066464 XXXXXXXX XXXXXX XX 00000 SFD 7.000 6.733 $2,761.01 360 1-Apr-31
9066521 XXXXXX XXXXX XX 00000 SFD 8.125 6.750 $2,969.99 360 1-Mar-31
9067399 XXXXX XX 00000 SFD 7.750 6.750 $2,550.43 360 1-Mar-31
9069209 XXX XXXX XX 00000 SFD 7.375 6.750 $2,237.79 360 1-Mar-31
9209863 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $2,865.14 360 1-Mar-31
9210676 XXXXXXX XX 00000 SFD 7.750 6.750 $3,438.78 360 1-Apr-31
9211761 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,552.14 360 1-Mar-31
9235095 XXXXXX XX 00000 SFD 8.250 6.750 $3,842.73 360 1-Mar-31
TABLE (CONTINUED)
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
--- ---- --- ---- ----- ------ ---- -----
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
------ ------- --- ------- ------- --- --- -----
5125030 $ 499,325.86 80.00 0.250 0.017 0.608
5149170 $ 514,731.95 80.00 0.250 0.017 0.608
5709739 $ 420,411.76 80.00 0.250 0.017 0.608
5722181 $ 286,806.69 80.00 0.250 0.017 0.483
5726109 $ 298,081.44 74.07 0.250 0.017 0.608
5750879 $ 306,305.68 80.00 0.250 0.017 0.608
5758977 $ 312,008.37 80.00 0.250 0.017 0.608
5766765 $ 357,545.79 80.00 0.250 0.017 0.608
5805555 $ 291,826.59 80.00 0.250 0.017 0.608
5811707 $ 493,509.83 53.52 0.250 0.017 0.483
5815742 $ 286,301.30 80.00 0.250 0.017 0.608
5816080 $ 298,394.03 77.92 0.250 0.017 0.733
5817640 $ 330,000.00 58.48 0.250 0.017 0.358
5826219 $ 335,649.00 80.00 0.250 0.017 0.108
5836406 $ 763,587.45 54.89 0.250 0.017 0.858
5839785 $ 189,484.91 67.86 0.250 0.017 0.983
5845054 $ 290,711.62 80.00 0.250 0.017 0.608
5851788 $ 348,809.83 76.09 0.250 0.017 0.608
5865420 $ 319,756.50 67.37 0.250 0.017 0.358
5867282 $ 298,900.46 59.30 0.250 0.017 0.608
5871003 $ 305,110.52 79.92 0.250 0.017 1.233
5872398 $ 310,755.29 88.27 06 0.250 0.017 0.983
5879809 $ 533,915.85 78.10 0.250 0.017 0.983
5882821 $ 300,697.95 85.00 06 0.250 0.017 0.858
5890186 $ 391,765.00 90.00 33 0.250 0.017 0.108
5891228 $ 340,000.00 80.00 0.250 0.017 0.233
5893734 $ 309,758.17 74.88 0.250 0.017 0.233
5895371 $ 307,448.61 66.56 0.250 0.017 1.233
5897811 $ 317,445.90 80.00 0.250 0.017 0.483
5897833 $ 598,246.33 69.77 0.250 0.017 0.608
5898032 $ 648,052.28 73.61 0.250 0.017 0.483
5899112 $ 499,291.92 62.50 0.250 0.017 0.733
5899218 $ 543,750.00 50.00 0.250 0.017 0.608
5900124 $ 441,980.49 66.27 0.250 0.017 0.000
5900893 $ 292,000.00 71.22 0.250 0.017 0.233
5902198 $ 459,649.97 68.15 0.250 0.017 0.358
5902838 $ 474,422.44 79.43 0.250 0.017 1.483
5903989 $ 294,200.28 89.39 01 0.250 0.017 0.983
5904090 $ 330,279.26 90.00 01 0.250 0.017 0.858
5904197 $ 337,223.65 56.33 0.250 0.017 0.358
5904211 $ 349,720.11 66.16 0.250 0.017 0.108
5905031 $ 379,696.11 69.09 0.250 0.017 0.108
5907242 $ 345,577.00 74.96 0.250 0.017 0.608
5908254 $ 335,000.00 63.21 0.250 0.017 0.733
5908749 $ 349,720.11 58.82 0.250 0.017 0.108
5908761 $ 349,196.13 75.59 0.250 0.017 0.358
5910215 $ 399,687.96 61.54 0.250 0.017 0.233
5911350 $ 599,084.07 72.73 0.250 0.017 0.358
5911752 $ 398,996.88 76.19 0.250 0.017 0.483
5912683 $ 352,990.88 80.00 0.250 0.017 0.733
5912695 $ 304,130.54 69.32 0.250 0.017 0.733
5912758 $ 350,797.14 77.32 0.250 0.017 0.733
5913644 $ 292,068.24 56.98 0.250 0.017 0.108
5914089 $ 378,889.33 67.86 0.250 0.017 0.608
5915939 $ 302,261.61 80.00 0.250 0.017 0.233
5916306 $ 144,892.38 65.91 0.250 0.017 0.483
5916685 $ 331,661.07 80.00 0.250 0.017 0.233
5916784 $ 458,586.94 80.00 0.250 0.017 0.358
5916954 $ 378,916.75 80.00 0.250 0.017 0.733
5917733 $ 325,069.86 80.00 0.250 0.017 0.733
5918382 $ 310,037.66 79.90 0.250 0.017 0.733
5918726 $ 429,654.47 68.89 0.250 0.017 1.483
5918773 $ 871,712.26 59.32 0.250 0.017 0.483
5919188 $ 459,364.78 80.00 0.250 0.017 0.858
5919655 $ 426,721.20 69.44 0.250 0.017 0.858
5919817 $ 439,361.07 66.57 0.250 0.017 0.608
5920721 $ 372,461.67 77.01 0.250 0.017 0.858
5920957 $ 383,545.49 90.00 06 0.250 0.017 2.483
5921258 $ 424,437.90 79.64 0.250 0.017 0.608
5921870 $ 434,898.61 72.58 0.250 0.017 0.858
5921949 $ 346,957.20 80.00 0.250 0.017 0.483
5922023 $ 325,262.86 66.94 0.250 0.017 0.733
5922148 $ 430,434.21 79.81 0.250 0.017 1.108
5922766 $ 672,526.02 75.00 0.250 0.017 0.608
5923203 $ 489,774.69 80.00 0.250 0.017 1.608
5923213 $ 325,418.42 66.53 0.250 0.017 1.608
5923519 $ 297,910.22 37.31 0.250 0.017 1.108
5923814 $ 648,237.93 74.29 0.250 0.017 0.983
5923905 $ 412,769.44 74.11 0.250 0.017 1.233
5924092 $ 464,429.69 80.00 0.250 0.017 0.733
5924111 $ 294,111.97 56.19 0.250 0.017 2.483
5924793 $ 292,064.48 79.70 0.250 0.017 0.483
5925065 $ 548,827.90 66.67 0.250 0.017 0.733
5925135 $ 283,409.80 81.84 11 0.250 0.017 0.858
5925156 $ 329,314.20 72.53 0.250 0.017 0.858
5925224 $ 397,450.40 69.82 0.250 0.017 0.858
5925608 $ 499,609.94 83.85 12 0.250 0.017 0.233
5926338 $ 397,650.12 36.20 0.250 0.017 0.858
5926579 $ 321,754.98 70.00 0.250 0.017 0.358
5927060 $ 439,376.89 80.00 0.250 0.017 0.733
5927167 $ 159,767.66 50.00 0.250 0.017 0.608
5927525 $ 449,682.39 75.00 0.250 0.017 0.733
5929099 $ 474,238.03 50.00 0.250 0.017 0.108
5929115 $ 310,500.00 50.90 0.250 0.017 0.000
5929126 $ 282,197.16 94.98 06 0.250 0.017 0.983
5930428 $ 393,015.84 68.52 0.250 0.017 0.358
5930577 $ 479,285.31 43.64 0.250 0.017 0.483
5931396 $ 437,730.77 80.00 0.250 0.017 0.358
5931468 $ 485,276.37 77.14 0.250 0.017 0.483
5931620 $ 327,244.52 60.09 0.250 0.017 0.233
5931703 $ 375,684.11 80.00 0.250 0.017 0.000
5932608 $ 509,477.49 75.59 0.250 0.017 0.733
5932627 $ 374,413.17 77.00 0.250 0.017 0.233
5932754 $ 378,197.31 74.22 0.250 0.017 0.108
5932828 $ 398,771.27 80.00 0.250 0.017 0.358
5933361 $ 576,203.20 67.88 0.250 0.017 0.858
5933442 $ 319,334.99 80.00 0.250 0.017 0.858
5933507 $ 396,132.50 74.91 0.250 0.017 0.608
5933516 $ 349,175.92 68.63 0.250 0.017 0.233
5933659 $ 533,143.91 63.94 0.250 0.017 0.733
5934020 $ 399,404.42 80.00 0.250 0.017 0.483
5934350 $ 302,544.57 80.00 0.250 0.017 0.733
5934354 $ 301,388.02 50.33 0.250 0.017 0.983
5934569 $ 310,320.00 80.00 0.250 0.017 0.358
5934721 $ 399,189.45 80.00 0.250 0.017 0.983
5934784 $ 409,126.27 67.21 0.250 0.017 0.733
5935186 $ 478,321.66 69.93 0.250 0.017 0.733
5937649 $ 524,037.91 80.00 0.250 0.017 0.608
5938131 $ 391,164.61 70.00 0.250 0.017 0.733
5938206 $ 478,977.08 70.07 0.250 0.017 0.733
5938721 $ 189,855.42 69.09 0.250 0.017 0.358
5938925 $ 499,251.59 62.50 0.250 0.017 0.483
5938931 $ 424,742.53 57.90 0.250 0.017 1.483
5939677 $ 339,257.05 57.14 0.250 0.017 0.608
5939771 $ 307,753.69 80.00 0.250 0.017 0.108
5939936 $ 451,643.20 79.44 0.250 0.017 0.608
5940714 $ 298,747.74 94.98 13 0.250 0.017 0.983
5941336 $ 318,157.72 80.00 0.250 0.017 0.358
5941511 $ 322,760.28 73.41 0.250 0.017 0.483
5941705 $ 157,882.74 45.14 0.250 0.017 0.483
5942318 $ 299,760.09 60.00 0.250 0.017 0.108
5943014 $ 422,653.83 77.67 0.250 0.017 0.358
5943015 $ 439,085.59 64.60 0.250 0.017 0.858
5943369 $ 398,163.62 80.00 0.250 0.017 1.233
5944174 $ 494,613.85 48.29 0.250 0.017 0.233
5944209 $ 162,276.42 70.00 0.250 0.017 0.358
5945216 $ 309,764.12 69.73 0.250 0.017 0.358
5945278 $ 322,007.69 75.00 0.250 0.017 0.358
5945631 $ 419,358.86 80.00 0.250 0.017 0.358
5945700 $ 509,201.90 39.23 0.250 0.017 0.233
5945740 $ 311,756.61 77.04 0.250 0.017 0.233
5946386 $ 393,453.12 90.00 33 0.250 0.017 0.858
5947007 $ 470,975.10 79.71 0.250 0.017 0.858
5947519 $ 429,391.04 76.11 0.250 0.017 0.733
5948298 $ 279,178.83 80.00 0.250 0.017 2.608
5948377 $ 478,408.64 80.00 0.250 0.017 1.108
5948391 $ 317,751.93 69.13 0.250 0.017 0.233
5948488 $ 314,818.70 79.87 0.250 0.017 0.358
5948597 $ 367,834.49 68.52 0.250 0.017 1.108
5949274 $ 320,838.35 80.00 0.250 0.017 1.608
5949641 $ 214,037.01 70.00 0.250 0.017 0.358
5949692 $ 359,024.08 78.26 0.250 0.017 0.983
5950032 $ 608,905.11 67.83 0.250 0.017 0.233
5950127 $ 465,323.31 66.01 0.250 0.017 0.608
5950975 $ 299,471.95 56.02 0.250 0.017 0.358
5952482 $ 608,714.78 80.00 0.250 0.017 0.608
5952600 $ 431,403.45 74.35 0.250 0.017 0.858
5952611 $ 499,216.84 64.52 0.250 0.017 0.233
5953855 $ 361,000.00 50.42 0.250 0.017 0.233
5954390 $ 917,000.00 60.42 0.250 0.017 0.108
5954972 $ 415,614.59 77.80 0.250 0.017 0.358
5955024 $ 348,000.00 75.00 0.250 0.017 0.233
5955062 $ 338,469.50 78.84 0.250 0.017 0.233
5955360 $ 800,000.00 38.55 0.250 0.017 0.108
5955488 $ 489,288.46 79.02 0.250 0.017 0.608
5955687 $ 648,352.35 59.91 0.250 0.017 0.000
5955833 $ 381,694.53 79.92 0.250 0.017 0.108
5956078 $ 359,704.91 60.00 0.250 0.017 0.000
5956177 $ 301,770.20 44.74 0.250 0.017 0.358
5956448 $ 297,996.07 62.13 0.250 0.017 0.358
5956533 $ 1,000,000.00 45.45 0.250 0.017 0.108
5956984 $ 369,576.70 64.91 0.250 0.017 0.000
5957000 $ 596,000.00 39.73 0.250 0.017 0.108
5957278 $ 400,217.98 80.00 0.250 0.017 0.608
5957500 $ 311,750.50 79.64 0.250 0.017 0.108
5957522 $ 414,334.30 45.36 0.250 0.017 0.108
5957580 $ 459,332.02 75.41 0.250 0.017 0.608
5957652 $ 309,758.17 68.89 0.250 0.017 0.233
5958329 $ 349,452.28 89.74 12 0.250 0.017 0.233
5959889 $ 273,844.70 75.00 0.250 0.017 1.608
5960267 $ 319,750.36 64.00 0.250 0.017 0.233
5960416 $ 648,732.64 74.46 0.250 0.017 0.483
5960551 $ 174,860.05 50.00 0.250 0.017 0.108
5960621 $ 299,771.72 61.22 0.250 0.017 0.358
5960735 $ 320,000.00 85.79 12 0.250 0.017 0.608
5961038 $ 411,104.61 80.00 0.250 0.017 0.000
5961075 $ 533,583.42 49.67 0.250 0.017 0.233
5961557 $ 357,713.71 59.37 0.250 0.017 0.108
5962657 $ 299,583.73 48.05 0.250 0.017 0.000
5963234 $ 441,789.08 80.00 0.250 0.017 0.858
5963946 $ 485,700.11 70.00 0.250 0.017 0.000
5963963 $ 728,604.71 73.00 0.250 0.017 0.608
5965701 $ 387,697.32 80.00 0.250 0.017 0.233
5965729 $ 503,950.51 66.45 0.250 0.017 0.858
5966730 $ 353,936.20 78.02 0.250 0.017 0.483
5966770 $ 499,309.54 79.38 0.250 0.017 0.858
5967531 $ 410,682.29 79.99 0.250 0.017 0.858
5967702 $ 399,292.28 72.73 0.250 0.017 0.358
5967737 $ 443,322.22 75.00 0.250 0.017 0.358
5967973 $ 500,000.00 50.51 0.250 0.017 0.108
5968852 $ 341,000.00 59.30 0.250 0.017 0.000
5969235 $ 515,450.79 79.98 0.250 0.017 0.483
5969242 $ 319,318.06 80.00 0.250 0.017 0.733
5969287 $ 430,714.49 89.07 06 0.250 0.017 0.733
5969309 $ 468,591.63 73.44 0.250 0.017 0.483
5970095 $ 338,000.00 80.00 0.250 0.017 0.108
5970475 $ 546,600.00 68.33 0.250 0.017 0.233
5970583 $ 407,392.51 80.00 0.250 0.017 0.483
5970600 $ 314,000.00 66.11 0.250 0.017 0.233
5970606 $ 403,442.12 67.90 0.250 0.017 0.858
5970809 $ 649,056.11 72.63 0.250 0.017 0.608
5971108 $ 430,404.83 69.52 0.250 0.017 0.858
5971275 $ 456,801.62 75.00 0.250 0.017 0.358
5971291 $ 407,450.66 58.04 0.250 0.017 0.983
5971934 $ 184,859.23 47.56 0.250 0.017 0.358
5972158 $ 649,480.21 38.24 0.250 0.017 0.108
5972558 $ 614,653.82 80.00 0.250 0.017 0.608
5972563 $ 309,047.90 63.27 0.250 0.017 0.608
5972594 $ 427,041.12 80.00 0.250 0.017 0.483
5972598 $ 298,600.85 56.07 0.250 0.017 0.000
5972600 $ 433,596.09 69.60 0.250 0.017 0.108
5972707 $ 305,521.14 55.14 0.250 0.017 0.233
5972783 $ 556,500.00 42.32 0.250 0.017 0.108
5972851 $ 499,217.55 64.31 0.250 0.017 0.233
5972992 $ 406,200.00 80.00 0.250 0.017 0.000
5973317 $ 446,482.30 51.72 0.250 0.017 0.000
5973372 $ 299,327.89 53.10 0.250 0.017 0.483
5973387 $ 608,500.06 69.71 0.250 0.017 0.733
5973395 $ 399,052.31 79.85 0.250 0.017 0.733
5973406 $ 327,318.36 80.00 0.250 0.017 0.858
5973439 $ 349,308.47 72.92 0.250 0.017 1.108
5973478 $ 442,928.48 80.00 0.250 0.017 0.108
5974072 $ 398,680.92 51.48 0.250 0.017 0.108
5974577 $ 435,366.87 80.00 0.250 0.017 0.608
5974847 $ 367,993.83 90.00 06 0.250 0.017 0.000
5974865 $ 349,272.66 93.33 06 0.250 0.017 0.858
5974882 $ 478,951.14 80.00 0.250 0.017 0.608
5974898 $ 319,013.92 80.00 0.250 0.017 0.483
5976370 $ 400,432.13 77.12 0.250 0.017 0.733
5976542 $ 499,326.80 70.92 0.250 0.017 0.983
5976622 $ 399,404.42 84.75 05 0.250 0.017 0.483
5976743 $ 469,668.28 36.15 0.250 0.017 0.733
5976850 $ 449,346.55 66.18 0.250 0.017 0.608
5977278 $ 799,435.36 49.23 0.250 0.017 0.733
5978014 $ 326,448.48 78.47 0.250 0.017 0.358
5978393 $ 344,756.50 72.63 0.250 0.017 0.733
5978429 $ 478,304.43 78.52 0.250 0.017 0.608
5978866 $ 351,000.00 77.48 0.250 0.017 0.358
5979352 $ 575,000.00 58.97 0.250 0.017 0.483
5979593 $ 638,416.98 74.42 0.250 0.017 0.000
5979607 $ 498,851.59 41.67 0.250 0.017 0.358
5979817 $ 359,719.16 54.55 0.250 0.017 0.233
5981829 $ 350,000.00 35.00 0.250 0.017 0.358
5982593 $ 402,661.43 79.96 0.250 0.017 0.000
5984688 $ 309,305.50 89.86 33 0.250 0.017 0.483
5985523 $ 650,000.00 62.26 0.250 0.017 0.483
5985706 $ 337,600.00 80.00 0.250 0.017 0.483
5985949 $ 368,650.00 43.37 0.250 0.017 0.733
5985954 $ 550,000.00 27.50 0.250 0.017 0.983
5986967 $ 499,655.90 69.44 0.250 0.017 0.858
5986993 $ 788,250.00 75.00 0.250 0.017 0.608
5987225 $ 1,000,000.00 45.45 0.250 0.017 0.733
5987924 $ 436,000.00 6.02 0.250 0.017 0.358
5987926 $ 310,000.00 34.83 0.250 0.017 0.608
5988437 $ 430,000.00 27.74 0.250 0.017 0.233
5990257 $ 294,152.37 75.00 0.250 0.017 1.358
5991056 $ 429,000.00 69.98 0.250 0.017 0.483
5991080 $ 500,000.00 43.48 0.250 0.017 0.108
5991919 $ 408,500.00 57.54 0.250 0.017 0.358
5992059 $ 106,875.00 75.00 0.250 0.017 0.108
5992170 $ 400,000.00 53.12 0.250 0.017 0.233
5992239 $ 334,000.00 63.02 0.250 0.017 0.358
5992718 $ 350,000.00 43.02 0.250 0.017 0.108
5993064 $ 406,050.00 78.91 0.250 0.017 0.733
5993152 $ 305,000.00 43.26 0.250 0.017 0.233
5994110 $ 406,000.00 70.00 0.250 0.017 0.000
5994376 $ 567,000.00 68.73 0.250 0.017 0.233
5994537 $ 427,571.00 80.00 0.250 0.017 0.358
5995115 $ 542,000.00 69.94 0.250 0.017 0.733
5995645 $ 400,000.00 28.99 0.250 0.017 0.483
5997149 $ 500,000.00 52.63 0.250 0.017 0.358
5997316 $ 329,700.00 79.99 0.250 0.017 0.358
5997990 $ 650,000.00 79.27 0.250 0.017 0.358
5998071 $ 351,750.00 79.94 0.250 0.017 1.108
5998211 $ 612,000.00 76.50 0.250 0.017 0.608
5998564 $ 650,000.00 74.72 0.250 0.017 0.733
5998865 $ 376,000.00 80.00 0.250 0.017 0.483
5999584 $ 300,200.00 68.23 0.250 0.017 0.483
5999931 $ 422,000.00 50.00 0.250 0.017 0.000
5999973 $ 410,000.00 44.81 0.250 0.017 0.858
6006096 $ 464,000.00 80.00 0.250 0.017 0.733
6008394 $ 436,000.00 45.89 0.250 0.017 0.358
6012543 $ 402,693.35 49.15 0.250 0.017 0.358
6019520 $ 650,000.00 36.77 0.250 0.017 0.000
6019849 $ 337,000.00 94.93 11 0.250 0.017 1.108
7644629 $ 394,737.65 77.23 0.250 0.017 0.483
7649519 $ 333,296.72 90.00 01 0.250 0.017 0.608
7813129 $ 286,390.25 74.42 0.250 0.017 0.483
7819974 $ 499,609.95 71.94 0.250 0.017 0.233
7848902 $ 440,828.55 79.99 0.250 0.017 0.608
7937705 $ 290,528.01 80.00 0.250 0.017 0.858
7938421 $ 288,621.60 80.00 0.250 0.017 0.858
7951329 $ 310,873.31 80.00 0.250 0.017 0.608
7957347 $ 549,201.31 69.85 0.250 0.017 0.608
7958166 $ 335,935.53 80.00 0.250 0.017 0.608
7958633 $ 377,672.21 80.00 0.250 0.017 0.608
7989435 $ 444,765.24 71.66 0.250 0.017 0.483
7997567 $ 298,410.96 73.17 0.250 0.017 0.983
8014716 $ 397,717.49 74.77 0.250 0.017 0.608
8015183 $ 379,119.49 80.00 0.250 0.017 0.733
8016845 $ 358,522.37 79.13 0.250 0.017 0.608
8016860 $ 334,148.63 75.00 0.250 0.017 0.858
8022166 $ 386,045.52 80.00 0.250 0.017 0.733
8025624 $ 284,550.99 80.00 0.250 0.017 0.483
8028663 $ 345,558.51 89.74 11 0.250 0.017 0.733
8029946 $ 296,528.99 80.00 0.250 0.017 0.858
8030507 $ 315,856.03 72.67 0.250 0.017 0.608
8033956 $ 295,990.74 80.00 0.250 0.017 0.608
8036117 $ 276,598.36 54.91 0.250 0.017 0.608
8040709 $ 291,315.32 40.62 0.250 0.017 0.733
8042717 $ 300,153.25 66.00 0.250 0.017 0.608
8043490 $ 380,420.78 67.13 0.250 0.017 0.608
8046940 $ 320,172.19 80.00 0.250 0.017 0.608
8049883 $ 383,170.40 80.00 0.250 0.017 0.483
8050068 $ 792,871.94 70.00 0.250 0.017 0.608
8050600 $ 315,529.90 80.00 0.250 0.017 0.608
8058199 $ 307,736.01 80.00 0.250 0.017 0.608
8075372 $ 275,710.06 90.00 01 0.250 0.017 0.483
8076724 $ 347,978.57 70.00 0.250 0.017 0.733
8080956 $ 642,798.56 52.42 0.250 0.017 0.733
8085190 $ 291,286.52 89.82 01 0.250 0.017 0.733
8086816 $ 520,313.36 65.27 0.250 0.017 0.483
8094080 $ 388,360.49 66.92 0.250 0.017 0.733
8094529 $ 514,270.69 79.88 0.250 0.017 0.733
8095702 $ 278,748.98 89.67 01 0.250 0.017 1.358
8102946 $ 316,536.62 68.09 0.250 0.017 0.483
8105523 $ 316,648.22 80.00 0.250 0.017 0.733
8106930 $ 438,387.34 68.67 0.250 0.017 0.608
8107896 $ 295,171.23 79.99 0.250 0.017 0.483
8111062 $ 364,438.46 84.42 33 0.250 0.017 0.858
8113309 $ 584,151.16 80.00 0.250 0.017 0.608
8114632 $ 522,326.37 53.08 0.250 0.017 0.983
8115046 $ 647,699.24 65.00 0.250 0.017 0.733
8117932 $ 311,590.75 71.34 0.250 0.017 0.483
8121290 $ 374,533.16 80.00 0.250 0.017 0.983
8123357 $ 307,205.35 56.97 0.250 0.017 0.608
8126623 $ 342,217.13 80.00 0.250 0.017 0.858
8128392 $ 298,526.03 79.82 0.250 0.017 0.858
8133578 $ 337,592.51 79.70 0.250 0.017 1.358
8134350 $ 375,445.33 80.00 0.250 0.017 0.608
8135706 $ 367,229.41 78.72 0.250 0.017 0.608
8156737 $ 399,404.42 53.33 0.250 0.017 0.483
8156858 $ 440,752.27 80.00 0.250 0.017 0.608
8159276 $ 552,112.93 68.70 0.250 0.017 0.108
8160113 $ 320,749.65 80.00 0.250 0.017 0.608
8161135 $ 442,937.95 80.00 0.250 0.017 0.733
8164088 $ 414,104.19 80.00 0.250 0.017 0.608
8167062 $ 350,027.96 80.00 0.250 0.017 0.608
8178355 $ 327,836.11 78.08 0.250 0.017 0.608
8182570 $ 281,643.36 80.00 0.250 0.017 0.983
8183687 $ 320,779.63 90.00 01 0.250 0.017 0.733
8188117 $ 446,274.77 79.60 0.250 0.017 1.358
8188408 $ 328,624.49 80.00 0.250 0.017 0.608
8192911 $ 303,465.15 84.81 01 0.250 0.017 1.358
8193030 $ 283,653.46 79.98 0.250 0.017 0.608
8204785 $ 647,132.07 78.70 0.250 0.017 0.608
8205051 $ 362,206.79 79.26 0.250 0.017 0.608
8207168 $ 304,835.78 71.99 0.250 0.017 1.358
8207863 $ 440,448.04 80.00 0.250 0.017 0.608
8208082 $ 283,243.86 85.00 33 0.250 0.017 0.608
8209947 $ 283,670.21 80.00 0.250 0.017 0.483
8216777 $ 370,247.12 80.00 0.250 0.017 0.608
8219103 $ 285,561.92 80.00 0.250 0.017 0.608
8219587 $ 327,609.99 78.58 0.250 0.017 0.608
8228425 $ 442,299.49 71.77 0.250 0.017 0.483
8229991 $ 327,487.67 77.80 0.250 0.017 0.608
8231287 $ 499,255.54 66.67 0.250 0.017 0.483
8231337 $ 418,837.81 79.98 0.250 0.017 0.608
8232278 $ 282,050.25 80.00 0.250 0.017 0.608
8234978 $ 631,010.98 80.00 0.250 0.017 0.233
8237566 $ 390,005.88 80.00 0.250 0.017 0.608
8238656 $ 599,029.80 72.73 0.250 0.017 0.108
8247382 $ 316,864.77 80.00 0.250 0.017 0.608
8253954 $ 344,595.40 80.00 0.250 0.017 0.608
8267501 $ 395,355.61 68.97 0.250 0.017 0.983
8267628 $ 369,718.46 70.62 0.250 0.017 0.358
8274117 $ 399,342.33 40.82 0.250 0.017 0.000
8279891 $ 381,092.07 80.00 0.250 0.017 0.608
8282228 $ 298,397.97 80.00 0.250 0.017 0.608
8287027 $ 497,550.43 26.32 0.250 0.017 0.608
8292624 $ 335,598.73 90.00 33 0.250 0.017 0.608
8296638 $ 649,517.61 32.50 0.250 0.017 0.483
8308714 $ 278,498.79 77.99 0.250 0.017 0.983
8314406 $ 385,780.64 80.00 0.250 0.017 0.483
8317472 $ 437,978.82 80.00 0.250 0.017 0.608
8317537 $ 390,663.27 90.00 01 0.250 0.017 0.858
8319085 $ 436,724.60 80.00 0.250 0.017 0.608
8319784 $ 157,460.20 64.29 0.250 0.017 0.483
8324176 $ 535,356.72 80.00 0.250 0.017 0.858
8324763 $ 358,019.69 90.00 11 0.250 0.017 0.608
8324830 $ 288,223.70 95.00 33 0.250 0.017 0.733
8325285 $ 317,710.02 75.00 0.250 0.017 0.608
8326756 $ 298,477.85 80.00 0.250 0.017 0.608
8331364 $ 398,163.41 79.20 0.250 0.017 0.608
8333608 $ 441,938.25 65.78 0.250 0.017 0.983
8339490 $ 298,739.85 58.82 0.250 0.017 0.608
8346141 $ 281,350.83 80.00 0.250 0.017 0.483
8346756 $ 348,755.87 72.46 0.250 0.017 0.733
8348091 $ 423,480.70 69.11 0.250 0.017 0.733
8348145 $ 293,200.61 95.00 13 0.250 0.017 0.608
8348994 $ 457,624.56 80.00 0.250 0.017 0.608
8349364 $ 328,000.00 77.82 0.250 0.017 0.358
8350603 $ 547,088.60 69.23 0.250 0.017 0.483
8352991 $ 348,192.60 71.57 0.250 0.017 0.608
8357502 $ 497,353.31 45.45 0.250 0.017 0.483
8358601 $ 303,654.30 74.39 0.250 0.017 0.608
8359050 $ 370,411.70 80.00 0.250 0.017 0.608
8361476 $ 383,113.84 73.33 0.250 0.017 0.608
8365692 $ 448,952.45 74.82 0.250 0.017 0.358
8366443 $ 330,392.69 80.00 0.250 0.017 0.483
8367490 $ 392,995.83 50.00 0.250 0.017 0.608
8368697 $ 397,934.42 78.43 0.250 0.017 0.608
8370110 $ 487,297.02 70.00 0.250 0.017 0.983
8370727 $ 363,242.46 80.00 0.250 0.017 0.608
8371922 $ 418,893.57 80.00 0.250 0.017 0.608
8375281 $ 302,625.01 80.00 0.250 0.017 0.483
8376900 $ 497,865.17 54.05 0.250 0.017 0.608
8377690 $ 582,418.10 75.00 0.250 0.017 0.608
8381604 $ 358,437.58 80.00 0.250 0.017 0.608
8381606 $ 338,548.32 69.53 0.250 0.017 0.608
8382691 $ 288,708.29 68.71 0.250 0.017 0.608
8384811 $ 549,570.95 65.09 0.250 0.017 0.233
8389708 $ 499,273.92 80.00 0.250 0.017 0.608
8392478 $ 394,281.31 80.00 0.250 0.017 0.608
8394851 $ 335,121.55 80.00 0.250 0.017 0.733
8399249 $ 290,653.04 80.00 0.250 0.017 0.608
8406511 $ 380,360.36 80.00 0.250 0.017 0.358
8412028 $ 390,482.00 80.00 0.250 0.017 0.000
8418609 $ 499,197.95 85.91 12 0.250 0.017 0.108
8434639 $ 390,854.23 78.40 0.250 0.017 0.608
8439009 $ 399,102.74 79.21 0.250 0.017 0.233
8449295 $ 408,984.33 64.16 0.250 0.017 0.108
8453013 $ 567,937.50 80.00 0.250 0.017 0.108
8464253 $ 513,833.79 77.97 0.250 0.017 0.483
8466206 $ 324,478.65 86.67 01 0.250 0.017 0.108
8466974 $ 397,552.16 67.24 0.250 0.017 0.233
8475856 $ 649,027.06 59.09 0.250 0.017 0.483
8476884 $ 411,583.95 75.00 0.250 0.017 0.483
8483541 $ 298,972.33 80.00 0.250 0.017 0.358
8484703 $ 329,242.04 40.00 0.250 0.017 0.358
8488435 $ 448,397.91 80.00 0.250 0.017 0.608
8492303 $ 510,852.93 80.00 0.250 0.017 0.483
8493290 $ 296,968.15 80.00 0.250 0.017 0.233
8494020 $ 547,163.47 80.00 0.250 0.017 0.358
8495817 $ 383,677.39 60.00 0.250 0.017 0.000
8496015 $ 422,598.69 75.00 0.250 0.017 0.358
8501023 $ 451,012.30 80.00 0.250 0.017 0.608
8502640 $ 319,334.99 64.00 0.250 0.017 0.858
8503290 $ 998,395.87 74.07 0.250 0.017 0.108
8505593 $ 438,578.02 80.00 0.250 0.017 0.858
8508688 $ 516,678.22 69.00 0.250 0.017 0.358
8509809 $ 455,321.04 80.00 0.250 0.017 0.483
8512955 $ 327,158.88 80.00 0.250 0.017 0.358
8513518 $ 578,855.26 80.00 0.250 0.017 0.000
8516121 $ 399,389.39 80.00 0.250 0.017 0.358
8516839 $ 427,110.54 46.07 0.250 0.017 0.858
8517305 $ 503,586.88 74.89 0.250 0.017 0.000
8519741 $ 364,715.27 51.05 0.250 0.017 0.233
8520072 $ 615,349.12 80.00 0.250 0.017 0.608
8521497 $ 551,715.30 73.67 0.250 0.017 0.483
8521558 $ 337,722.51 76.93 0.250 0.017 0.358
8525916 $ 444,369.83 65.93 0.250 0.017 0.733
8526110 $ 449,203.75 75.95 0.250 0.017 0.000
8526338 $ 381,917.36 78.11 0.250 0.017 0.733
8527425 $ 948,045.89 75.00 0.250 0.017 0.483
8528221 $ 947,551.34 69.78 0.250 0.017 0.358
8531591 $ 549,181.09 39.29 0.250 0.017 0.483
8532372 $ 502,587.26 78.40 0.250 0.017 0.733
8532526 $ 334,832.03 69.81 0.250 0.017 0.108
8533281 $ 402,693.83 85.00 06 0.250 0.017 0.233
8533371 $ 406,314.18 45.22 0.250 0.017 0.000
8536325 $ 447,332.96 80.00 0.250 0.017 0.483
8536606 $ 398,829.81 42.78 0.250 0.017 0.233
8537302 $ 309,490.30 72.94 0.250 0.017 0.000
8537512 $ 452,046.76 56.60 0.250 0.017 0.608
8538396 $ 320,373.79 74.65 0.250 0.017 0.358
8540298 $ 399,404.42 72.73 0.250 0.017 0.483
8540655 $ 577,559.31 36.22 0.250 0.017 0.358
8541036 $ 341,902.78 80.00 0.250 0.017 0.608
8541711 $ 499,217.55 57.64 0.250 0.017 0.233
8542825 $ 620,078.81 64.70 0.250 0.017 0.000
8543578 $ 763,742.22 61.20 0.250 0.017 0.000
8545548 $ 484,313.17 72.93 0.250 0.017 0.733
8547383 $ 359,482.11 80.00 0.250 0.017 0.358
8547857 $ 439,328.34 73.33 0.250 0.017 0.358
8548428 $ 405,425.05 51.46 0.250 0.017 0.733
8549741 $ 467,337.25 69.33 0.250 0.017 0.733
8550921 $ 883,682.30 59.00 0.250 0.017 0.483
8550991 $ 399,342.33 74.07 0.250 0.017 0.000
8551144 $ 620,574.63 63.42 0.250 0.017 0.483
8551279 $ 898,591.58 30.00 0.250 0.017 0.233
8553246 $ 549,117.74 70.97 0.250 0.017 0.108
8553684 $ 499,236.74 76.34 0.250 0.017 0.358
8553722 $ 793,755.91 53.00 0.250 0.017 0.233
8554398 $ 798,867.09 50.19 0.250 0.017 0.733
8554582 $ 401,854.33 70.00 0.250 0.017 0.108
8555536 $ 399,342.33 75.61 0.250 0.017 0.000
8557622 $ 494,525.16 76.28 0.250 0.017 0.483
8558147 $ 434,352.32 30.10 0.250 0.017 0.483
8558647 $ 469,597.09 80.00 0.250 0.017 0.608
8560489 $ 426,048.64 46.48 0.250 0.017 0.358
8564993 $ 340,741.90 75.00 0.250 0.017 0.483
8565473 $ 471,279.48 80.00 0.250 0.017 0.358
8566238 $ 990,522.98 80.00 0.250 0.017 0.483
8566599 $ 648,936.38 40.63 0.250 0.017 0.108
8566720 $ 958,497.70 60.00 0.250 0.017 0.233
8567218 $ 596,154.56 56.86 0.250 0.017 0.733
8567860 $ 621,073.89 74.05 0.250 0.017 0.483
8568787 $ 569,062.83 77.03 0.250 0.017 0.000
8569379 $ 471,297.23 75.52 0.250 0.017 0.483
8569499 $ 559,123.64 70.00 0.250 0.017 0.233
8569870 $ 619,076.86 67.03 0.250 0.017 0.483
8570974 $ 337,479.91 79.47 0.250 0.017 0.108
8571115 $ 549,160.43 74.83 0.250 0.017 0.358
8571144 $ 451,809.26 64.64 0.250 0.017 0.358
8571263 $ 459,262.10 54.12 0.250 0.017 0.108
8572233 $ 413,735.25 66.84 0.250 0.017 0.108
8572905 $ 294,061.51 79.70 0.250 0.017 0.483
8572945 $ 648,208.99 80.00 0.250 0.017 0.358
8573071 $ 559,145.16 80.00 0.250 0.017 0.358
8574108 $ 384,911.54 70.09 0.250 0.017 0.358
8574577 $ 317,249.92 80.00 0.250 0.017 0.108
8574828 $ 423,352.76 80.00 0.250 0.017 0.358
8576017 $ 649,453.92 52.00 0.250 0.017 0.000
8578529 $ 441,325.29 72.22 0.250 0.017 0.358
8579984 $ 656,970.30 36.56 0.250 0.017 0.233
8580376 $ 478,867.88 80.00 0.250 0.017 0.358
8581288 $ 999,239.08 62.70 0.250 0.017 0.358
858451 $ 303,524.26 62.68 0.250 0.017 0.233
858619 $ 405,410.43 73.82 0.250 0.017 0.608
858625 $ 287,769.69 70.24 0.250 0.017 0.108
858711 $ 354,943.67 85.56 13 0.250 0.017 0.233
8588002 $ 892,351.37 65.00 0.250 0.017 0.233
8589069 $ 648,931.29 43.33 0.250 0.017 0.000
8589272 $ 487,217.18 80.00 0.250 0.017 0.108
8589371 $ 589,099.34 65.19 0.250 0.017 0.358
8590776 $ 364,122.27 79.35 0.250 0.017 0.358
8591499 $ 999,200.31 62.50 0.250 0.017 0.108
8592516 $ 375,000.00 75.00 0.250 0.017 0.608
8594030 $ 328,135.69 91.89 01 0.250 0.017 0.233
8596778 $ 351,225.80 65.21 0.250 0.017 0.233
8598334 $ 397,161.89 80.00 0.250 0.017 0.108
8599898 $ 459,262.04 80.00 0.250 0.017 0.108
8602453 $ 539,067.52 80.00 0.250 0.017 0.000
8608816 $ 341,733.21 72.00 0.250 0.017 0.233
8608832 $ 351,618.59 80.00 0.250 0.017 0.108
8610553 $ 606,201.66 80.00 0.250 0.017 0.000
8613790 $ 319,651.23 80.00 0.250 0.017 0.000
8614698 $ 373,301.24 80.00 0.250 0.017 0.108
8617475 $ 363,723.02 80.00 0.250 0.017 0.358
8617583 $ 966,558.71 80.00 0.250 0.017 0.483
8618098 $ 282,779.23 68.19 0.250 0.017 0.233
9005806 $ 498,538.59 68.49 0.250 0.017 0.608
9010838 $ 307,421.64 80.00 0.250 0.017 1.358
9013253 $ 279,372.69 30.11 0.250 0.017 0.483
9014886 $ 310,267.76 60.98 0.250 0.017 0.233
9015192 $ 380,284.58 48.85 0.250 0.017 1.358
9032289 $ 389,156.78 75.00 0.250 0.017 0.733
9058876 $ 374,109.96 74.99 0.250 0.017 0.483
9060008 $ 397,151.84 80.00 0.250 0.017 0.733
9060011 $ 474,933.58 80.00 0.250 0.017 0.483
9060313 $ 299,360.67 75.00 0.250 0.017 0.733
9061873 $ 428,214.80 62.63 0.250 0.017 1.483
9061874 $ 573,774.63 78.13 0.250 0.017 0.733
9062027 $ 314,438.05 44.37 0.250 0.017 1.608
9062992 $ 995,988.59 68.84 0.250 0.017 0.483
9063879 $ 344,227.07 62.73 0.250 0.017 0.483
9064547 $ 321,812.72 73.97 0.250 0.017 0.733
9066464 $ 414,317.66 57.24 0.250 0.017 0.000
9066521 $ 399,179.28 56.18 0.250 0.017 1.108
9067399 $ 354,939.39 80.00 0.250 0.017 0.733
9069209 $ 323,255.82 80.00 0.250 0.017 0.358
9209863 $ 419,011.13 42.87 0.250 0.017 0.233
9210676 $ 479,320.25 80.00 0.250 0.017 0.733
9211761 $ 364,182.24 63.48 0.250 0.017 0.483
9235095 $ 510,514.75 76.92 0.250 0.017 1.233
$248,703,321.19
COUNT: 586
WAC: 7.52373417
WAM: 356.6217665
WALTV: 69.61790811
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
WFMBS
WFMBS 2001-16 EXHIBIT F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
--- ---- ----- ---- --- ---- ----- ------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
------ ---- ----- ---- ---- ---- ---- ------- -------- ----
5947297 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 5,273.07 360 1-Feb-31
5947376 XXXXX XXXX XX 00000 SFD 8.125 6.750 $ 5,717.23 360 1-Feb-31
5947832 XXX XXXX XX 00000 LCO 8.625 6.750 $ 2,275.04 360 1-Jan-31
5974903 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,193.09 360 1-Mar-31
5974923 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,622.05 360 1-Mar-31
5977194 XXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,371.49 360 1-Apr-31
5977212 XXXX XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,188.42 360 1-Apr-31
5978472 XXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 2,571.92 360 1-Mar-31
5978510 XXXX XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,453.38 360 1-Apr-31
5978541 XXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,866.57 360 1-Mar-31
5978561 XXXXXX XX 00000 SFD 7.875 6.750 $ 3,063.42 360 1-Apr-31
5978607 XXX XXXX XX 00000 SFD 7.875 6.750 $ 2,791.52 360 1-Mar-31
5978627 XXXXX XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,900.84 360 1-Apr-31
5979189 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,807.00 360 1-Apr-31
5980753 XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,029.36 360 1-Mar-31
5980882 XXX XXXX XX 00000 HCO 7.625 6.750 $ 5,131.51 360 1-Apr-31
5985673 XXXXXX XX 00000 SFD 7.375 6.750 $ 4,489.04 360 1-Apr-31
5892441 XXXXXX XXXXXX XX 00000 SFD 8.925 6.750 $ 2,543.56 360 1-Dec-30
5917309 XXXXXXX XX 00000 SFD 8.550 6.750 $ 2,178.34 360 1-Feb-31
5917365 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,808.34 360 1-Jan-31
5917397 XXXXXXXXX XX 00000 SFD 8.525 6.750 $ 2,342.89 360 1-Feb-31
5917419 XXXXX XXXXXX XX 00000 SFD 8.000 6.750 $ 2,865.85 360 1-Jan-31
5945317 XXXXX XX 00000 SFD 7.950 6.750 $ 2,501.22 360 1-Feb-31
5904726 XXXXX XX XX 00000 SFD 8.250 6.750 $ 1,690.35 360 1-Mar-31
5915494 XXXX XXXXX XX 00000 SFD 7.875 6.750 $ 3,425.96 360 1-Apr-31
5835177 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 833.64 360 1-Apr-31
5889350 XXXXXXXX XX 00000 SFD 8.375 6.750 $ 2,462.64 360 1-Dec-30
5889500 CORTE XXXXXX XX 00000 SFD 8.125 6.750 $ 3,081.37 360 1-Jan-31
5903730 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,505.93 360 1-Jan-31
5903824 XXXX XXXXXX XX 00000 SFD 8.250 6.750 $ 5,469.23 360 1-Dec-30
5906602 XXXXXXXXX XX 00000 SFD 8.500 6.750 $ 2,122.20 360 1-Dec-30
5906733 XXXXX XXXXXX XX 00000 HCO 8.125 6.750 $ 5,286.58 360 1-Dec-30
5909545 XXXXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,707.59 360 1-Dec-30
5909599 XXXXXXXXXX XX 00000 PUD 7.625 6.750 $ 2,370.22 360 1-Jan-31
5909704 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 5,870.12 360 1-Dec-30
5909954 XXXXXXXX XX 00000 PUD 7.750 6.750 $ 2,439.38 360 1-Dec-30
5910000 XXXXX XX 00000 SFD 8.000 6.750 $ 3,500.06 360 1-Dec-30
5953970 XXXXX XX 00000 SFD 7.500 6.750 $ 3,740.80 360 1-Mar-31
5953984 XXXXXXXXX XX 00000 LCO 7.500 6.750 $ 2,622.05 360 1-Mar-31
5954123 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,111.85 360 1-Mar-31
5954728 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,512.67 360 1-Feb-31
5954926 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,932.91 360 1-Mar-31
5954944 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,378.19 360 1-Mar-31
5955187 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,963.72 000 0-Xxx-00
0000000 XXXXXX XXXXXX XX 00000 SFD 7.750 6.750 $ 2,507.44 360 1-Feb-31
5878651 XXXX XXXXX XX 00000 SFD 8.875 6.750 $ 2,800.67 360 1-Dec-30
5890647 XXXXXXX XX 00000 SFD 8.750 6.750 $ 2,795.94 360 1-Dec-30
5896448 XXX XXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,130.86 360 1-Jan-31
5906689 XXXXX XX 00000 SFD 8.000 6.750 $ 2,318.70 360 1-Dec-30
5921513 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,211.55 000 0-Xxx-00
0000000 XX XXXX XX 00000 SFD 7.875 6.750 $ 2,993.09 360 1-Jan-31
5960671 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,335.50 360 1-Mar-31
5960781 XXXXX XX 00000 SFD 7.750 6.750 $ 3,155.08 360 1-Feb-31
5960895 XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 4,482.48 360 1-Mar-31
5961456 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,005.07 360 1-Mar-31
5961549 XXXXXXX XX 00000 SFD 8.000 6.750 $ 2,201.30 360 1-Mar-31
5975303 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,259.99 360 1-Apr-31
5975379 XXXXX XX 00000 SFD 7.375 6.750 $ 2,703.99 360 1-Mar-31
5975416 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,816.43 360 1-Apr-31
5975435 XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,304.00 360 1-Mar-31
5975505 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,593.74 360 1-Mar-31
5975524 XXXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,722.37 360 1-Mar-31
5975579 XXXXX XX 00000 PUD 7.875 6.750 $ 2,992.72 360 1-Jan-31
5975599 XXX XXXXXXX XX 00000 SFD 8.250 6.750 $ 4,071.86 360 1-Jan-31
5975618 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,114.29 360 1-Mar-31
5975744 XXXXX XXXXX XX 00000 PUD 7.750 6.750 $ 2,758.19 360 1-Mar-31
5976199 XXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,012.42 360 1-Mar-31
5976435 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,865.65 360 1-Mar-31
5976792 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,571.92 360 1-Feb-31
5977141 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,756.33 360 1-Apr-31
5977241 XX. XXXXX XX 00000 SFD 7.750 6.750 $ 3,893.71 360 1-Mar-31
5977335 XXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,539.54 360 1-Mar-31
5977351 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,900.84 360 1-Mar-31
5977364 XXXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 2,405.36 360 1-Feb-31
5977378 XXX XXXXXX XX 00000 SFD 7.000 6.733 $ 4,989.77 360 1-Mar-31
5977391 XXXX XXXXXX XX 00000 SFD 8.250 6.750 $ 2,918.68 360 1-Mar-31
5979552 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,210.26 360 1-Mar-31
5979581 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,859.92 360 1-Apr-31
5979628 XXXXXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,790.10 360 1-Apr-31
5979709 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,933.36 360 1-Mar-31
5979762 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,377.33 360 1-Mar-31
5979841 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,688.11 360 1-Mar-31
5980964 XXXXXXX XX 00000 SFD 8.125 6.750 $ 3,712.49 360 1-Feb-31
5980976 XXX XXXXXX XX 00000 SFD 7.375 6.750 $ 3,177.11 360 1-Apr-31
5981015 XXXXXX XX 00000 SFD 8.125 6.750 $ 3,694.67 360 1-Mar-31
5981120 XXXX XX 00000 SFD 7.875 6.750 $ 2,537.02 360 1-Feb-31
5981142 XXXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,264.62 360 1-Feb-31
5981160 XXX XXXX XX 00000 SFD 8.000 6.750 $ 3,610.13 360 1-Jan-31
5981176 BOYDS MD 20841 SFD 8.000 6.750 $ 2,348.05 360 1-Mar-31
5983833 XXXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,553.72 360 1-Jan-31
5983841 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,320.23 360 1-Feb-31
5903185 XXXXXXX XX 00000 SFD 8.125 6.750 $ 3,155.61 360 1-Jan-31
5921065 XXX XXXX XX 00000 SFD 7.500 6.750 $ 4,789.62 360 1-Feb-31
5921401 XXX XXXX XX 00000 SFD 8.000 6.750 $ 3,962.33 360 1-Dec-30
5921848 XXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,591.51 360 1-Feb-31
5958601 XXXXXXXX XXXX XX 00000 SFD 8.375 6.750 $ 4,081.59 360 1-Jan-31
5958932 XXXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,201.29 360 1-Mar-31
5959033 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,972.73 360 1-Mar-31
5959055 UPPER XXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,435.80 360 1-Mar-31
5959855 XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,081.54 360 1-Jan-31
5959886 XXX XXXXXX XX 00000 SFD 7.875 6.750 $ 2,133.15 360 1-Jan-31
5960184 XXXXXX XXXX XX 00000 SFD 8.000 6.750 $ 4,226.48 360 1-Jan-31
5960308 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 4,251.22 360 1-Mar-31
5960441 XXXXXX XXXXX XX 00000 SFD 8.000 6.750 $ 2,054.54 360 1-Jan-31
5960695 XXXXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 3,306.32 360 1-Mar-31
5960883 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,779.38 360 1-Mar-31
5960898 XXXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,090.53 360 1-Feb-31
5960948 MASSAPEQUA NY 11758 SFD 7.250 6.750 $ 2,387.62 360 1-Mar-31
5960971 XXX XXXXX XX 00000 SFD 8.000 6.750 $ 3,903.63 360 1-Jan-31
5961155 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,535.89 360 1-Feb-31
5951821 XXXXXXX XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,831.77 360 1-Apr-31
5902469 XXXXXX XX 00000 SFD 8.125 6.750 $ 2,788.58 360 1-Dec-30
5903649 XXXXXXX XX 00000 SFD 8.625 6.750 $ 1,474.69 360 1-Jan-31
5904459 XXXXXX XX 00000 LCO 9.125 6.750 $ 3,995.76 360 1-Dec-30
5914404 XXXXXXX XX 00000 PUD 7.750 6.750 $ 2,412.88 360 1-Jan-31
5914507 XX XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 2,817.26 360 1-Jan-31
5914533 XXXXXXXX XX 00000 SFD 8.375 6.750 $ 3,277.44 360 1-Jan-31
5914589 XXXXXX XX 00000 SFD 8.000 6.750 $ 2,700.26 360 1-Jan-31
5914607 XXXXXXX XX 00000 SFD 8.125 6.750 $ 2,292.84 360 1-Jan-31
5914738 XXXXX XX 00000 SFD 8.375 6.750 $ 2,177.61 360 1-Jan-31
5915770 XXXXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,797.32 360 1-Jan-31
5916165 XXXXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,563.85 360 1-Jan-31
5918946 XXX XXXXXX XX 00000 SFD 9.125 6.750 $ 2,440.90 360 1-Sep-30
5935625 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,878.71 360 1-Mar-31
5936464 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,408.67 360 1-Feb-31
5936495 XXXXXX XX 00000 SFD 8.000 6.750 $ 2,428.76 360 1-Feb-31
5936552 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,438.08 000 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,425.39 360 1-Mar-31
5936613 XX XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,583.06 360 1-Mar-31
5936642 XXXXX XXXX XX 00000 SFD 7.500 6.750 $ 3,258.34 360 1-Mar-31
5936655 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 4,035.71 360 1-Feb-31
5936930 XXXXXXXX XX 00000 SFD 8.375 6.750 $ 3,739.56 360 1-Feb-31
5937000 XXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,285.29 360 1-Mar-31
5940255 XXXXXX XX 00000 SFD 8.125 6.750 $ 2,613.59 360 1-Feb-31
5940304 XXX XXXXX XX 00000 SFD 8.375 6.750 $ 3,612.24 360 1-Mar-31
5942742 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 1,977.30 360 1-Mar-31
5943011 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,236.51 360 1-Mar-31
5943269 XXXXXXX XX 00000 SFD 9.375 6.750 $ 1,687.62 360 1-Jan-31
5943460 XXXXXXX XXXXX XX 00000 SFD 8.125 6.750 $ 2,880.89 360 1-Mar-31
5950169 XXXXXX XXXXX XX 00000 SFD 8.000 6.750 $ 2,025.20 360 1-Feb-31
5952238 XXXX XX 00000 SFD 7.625 6.750 $ 1,585.46 360 1-Mar-31
5952323 XXXX XX 00000 SFD 9.375 6.750 $ 922.00 360 1-Feb-31
5952342 XXXXXX XX 00000 SFD 8.000 6.750 $ 1,016.27 360 1-Feb-31
5954235 POTOMAC MD 20854 SFD 7.500 6.750 $ 3,419.16 360 1-Mar-31
5954248 BOYDS MD 20841 SFD 7.750 6.750 $ 2,937.30 360 1-Mar-31
5954295 XXXXXX XX 00000 SFD 8.000 6.750 $ 1,078.64 360 1-Mar-31
5954799 XXXXXXX XX 00000 SFD 8.000 6.750 $ 3,023.12 360 1-Mar-31
5954866 XXXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 2,328.39 360 1-Mar-31
5962994 XXXX XXXXX XX 00000 SFD 7.375 6.750 $ 1,298.47 360 1-Mar-31
5964133 XXXXX XXXXX XX 00000 PUD 7.375 6.750 $ 2,607.99 360 1-Mar-31
5964692 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,097.52 360 1-Mar-31
5970431 XXXXXXXX XX 00000 LCO 7.500 6.750 $ 489.45 360 1-Apr-31
5972141 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,181.55 360 1-Apr-31
5972184 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,136.80 360 1-Mar-31
5972243 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,326.23 360 1-Mar-31
5972340 XXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 1,363.68 360 1-Mar-31
5901447 XXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,023.22 360 1-Dec-30
5919079 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,320.22 360 1-Feb-31
5949482 XXXXXXX XX 00000 PUD 7.625 6.750 $ 2,406.50 360 1-Feb-31
5876773 BLACK XXXXXXX XX 00000 SFD 8.125 6.750 $ 2,604.49 360 1-Nov-30
TABLE (CONTINUED)
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
--- ---- --- ---- ----- ------ ---- -----
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
------ ------- --- ------- ---- --- --- -----
5947297 $ 742,822.53 64.78 0.250 0.017 0.608
5947376 $ 767,964.69 66.96 0.250 0.017 1.108
5947832 $ 291,563.58 90.00 33 0.250 0.017 1.608
5974903 $ 312,947.29 85.00 01 0.250 0.017 0.483
5974923 $ 374,159.86 37.50 0.250 0.017 0.483
5977194 $ 351,435.35 80.00 0.250 0.017 0.108
5977212 $ 455,321.04 80.00 0.250 0.017 0.483
5978472 $ 358,234.95 44.88 0.250 0.017 0.733
5978510 $ 499,236.74 73.64 0.250 0.017 0.358
5978541 $ 404,115.00 69.83 0.250 0.017 0.608
5978561 $ 421,916.57 65.00 0.250 0.017 0.858
5978607 $ 384,199.89 79.96 0.250 0.017 0.858
5978627 $ 419,358.86 79.85 0.250 0.017 0.358
5979189 $ 550,358.59 80.00 0.250 0.017 0.358
5980753 $ 427,064.74 80.00 0.250 0.017 0.608
5980882 $ 723,947.19 63.04 0.250 0.017 0.608
5985673 $ 648,957.84 66.66 0.250 0.017 0.358
5892441 $ 317,106.75 95.00 11 0.250 0.017 1.908
5917309 $ 281,316.38 94.95 11 0.800 0.017 0.983
5917365 $ 390,456.41 80.00 0.250 0.017 0.733
5917397 $ 303,259.26 95.00 33 0.900 0.017 0.858
5917419 $ 389,240.10 90.00 33 0.250 0.017 0.983
5945317 $ 341,562.10 83.13 0.450 0.017 0.733
5904726 $ 224,566.62 68.18 0.250 0.017 1.233
5915494 $ 471,847.51 75.00 0.250 0.017 0.858
5835177 $ 120,515.76 71.00 0.250 0.017 0.358
5889350 $ 322,770.37 80.00 0.250 0.017 1.358
5889500 $ 413,624.13 52.87 0.250 0.017 1.108
5903730 $ 475,821.38 89.99 12 0.250 0.017 0.983
5903824 $ 723,478.02 80.00 0.250 0.017 1.233
5906602 $ 274,868.94 80.00 0.250 0.017 1.483
5906733 $ 708,068.79 80.00 0.250 0.017 1.108
5909545 $ 367,489.44 86.32 11 0.250 0.017 0.983
5909599 $ 333,647.65 95.00 0.250 0.017 0.608
5909704 $ 796,725.12 72.73 0.250 0.017 0.983
5909954 $ 339,034.61 80.00 0.250 0.017 0.733
5910000 $ 475,047.36 90.00 12 0.250 0.017 0.983
5953970 $ 533,801.39 79.26 0.250 0.017 0.483
5953984 $ 374,043.35 75.00 0.250 0.017 0.483
5954123 $ 444,052.93 54.41 0.250 0.017 0.483
5954728 $ 353,962.40 78.89 0.250 0.017 0.608
5954926 $ 403,659.37 21.63 0.250 0.017 0.858
5954944 $ 335,265.78 80.00 0.250 0.017 0.608
5955187 $ 407,613.69 75.00 0.250 0.017 0.858
5965924 $ 349,002.30 51.85 0.250 0.017 0.733
5878651 $ 350,793.86 80.00 0.250 0.017 1.858
5890647 $ 354,150.53 90.00 06 0.250 0.017 1.733
5896448 $ 289,412.62 79.98 0.250 0.017 0.983
5906689 $ 314,706.41 64.60 0.250 0.017 0.983
5921513 $ 318,854.08 79.98 0.250 0.017 0.358
5937968 $ 411,360.79 80.00 0.250 0.017 0.858
5960671 $ 325,305.29 74.01 0.250 0.017 0.733
5960781 $ 439,144.58 69.90 0.250 0.017 0.733
5960895 $ 647,509.38 79.88 0.250 0.017 0.358
5961456 $ 399,135.89 62.02 0.250 0.017 1.233
5961549 $ 299,342.15 75.00 0.250 0.017 0.983
5975303 $ 471,279.48 80.00 0.250 0.017 0.358
5975379 $ 390,600.80 90.00 12 0.250 0.017 0.358
5975416 $ 507,349.91 65.63 0.250 0.017 1.233
5975435 $ 454,733.01 80.00 0.250 0.017 0.858
5975505 $ 370,118.93 79.99 0.250 0.017 0.483
5975524 $ 379,190.18 80.00 0.250 0.017 0.733
5975579 $ 411,310.99 79.99 0.250 0.017 0.858
5975599 $ 540,248.02 80.00 0.250 0.017 1.233
5975618 $ 439,038.54 71.54 0.250 0.017 0.608
5975744 $ 384,179.53 46.67 0.250 0.017 0.733
5976199 $ 294,305.43 56.73 0.250 0.017 0.233
5976435 $ 399,147.56 80.00 0.250 0.017 0.733
5976792 $ 357,976.63 79.78 0.250 0.017 0.733
5977141 $ 499,360.15 67.57 0.250 0.017 1.233
5977241 $ 542,341.76 86.96 06 0.250 0.017 0.733
5977335 $ 353,724.57 89.74 11 0.250 0.017 0.733
5977351 $ 419,035.33 79.55 0.250 0.017 0.358
5977364 $ 334,792.87 85.00 12 0.250 0.017 0.733
5977378 $ 747,903.70 57.69 0.250 0.017 0.000
5977391 $ 387,751.65 66.30 0.250 0.017 1.233
5979552 $ 323,237.13 80.00 0.250 0.017 0.233
5979581 $ 398,634.68 80.00 0.250 0.017 0.733
5979628 $ 408,359.95 73.69 0.250 0.017 0.233
5979709 $ 428,886.98 79.63 0.250 0.017 0.233
5979762 $ 339,238.27 79.63 0.250 0.017 0.483
5979841 $ 388,306.08 77.53 0.250 0.017 0.358
5980964 $ 498,678.36 80.00 0.250 0.017 1.108
5980976 $ 459,297.79 20.22 0.250 0.017 0.358
5981015 $ 496,616.86 80.00 0.250 0.017 1.108
5981120 $ 348,927.28 79.54 0.250 0.017 0.858
5981142 $ 304,091.75 78.04 0.250 0.017 1.108
5981160 $ 490,327.19 80.00 0.250 0.017 0.983
5981176 $ 318,480.83 80.00 0.250 0.017 0.983
5983833 $ 359,477.61 80.00 0.250 0.017 0.608
5983841 $ 319,110.37 78.05 0.250 0.017 0.858
5903185 $ 423,591.02 59.03 0.250 0.017 1.108
5921065 $ 682,947.38 66.50 0.250 0.017 0.483
5921401 $ 537,789.46 67.50 0.250 0.017 0.983
5921848 $ 518,402.63 58.10 0.250 0.017 0.358
5958601 $ 535,288.99 64.70 0.250 0.017 1.358
5958932 $ 299,392.10 54.05 0.250 0.017 0.983
5959033 $ 418,824.99 56.76 0.250 0.017 0.608
5959055 $ 339,275.43 45.33 0.250 0.017 0.733
5959855 $ 423,518.29 77.98 0.250 0.017 0.858
5959886 $ 293,174.32 89.90 12 0.250 0.017 0.858
5960184 $ 574,041.66 75.00 0.250 0.017 0.983
5960308 $ 606,637.86 80.00 0.250 0.017 0.483
5960441 $ 279,048.02 78.87 0.250 0.017 0.983
5960695 $ 454,549.07 80.00 0.250 0.017 0.858
5960883 $ 396,609.45 79.50 0.250 0.017 0.483
5960898 $ 440,675.53 78.79 0.250 0.017 0.483
5960948 $ 349,175.92 76.09 0.250 0.017 0.233
5960971 $ 530,191.23 80.00 0.250 0.017 0.983
5961155 $ 344,663.12 76.80 0.250 0.017 0.983
5951821 $ 409,374.12 72.95 0.250 0.017 0.358
5902469 $ 374,067.53 51.80 0.250 0.017 1.108
5903649 $ 189,032.21 80.00 0.250 0.017 1.608
5904459 $ 489,501.84 75.00 0.250 0.017 2.108
5914404 $ 335,595.99 80.00 0.250 0.017 0.733
5914507 $ 373,787.78 64.66 0.250 0.017 1.233
5914533 $ 429,841.06 80.00 0.250 0.017 1.358
5914589 $ 366,748.79 79.83 0.250 0.017 0.983
5914607 $ 307,776.20 80.00 0.250 0.017 1.108
5914738 $ 285,597.08 94.74 13 0.250 0.017 1.358
5915770 $ 384,454.92 79.99 0.250 0.017 0.858
5916165 $ 352,238.99 80.00 0.250 0.017 0.858
5918946 $ 298,518.68 80.00 0.250 0.017 2.108
5935625 $ 546,802.54 72.97 0.250 0.017 0.608
5936464 $ 486,039.20 75.00 0.250 0.017 0.483
5936495 $ 330,102.72 69.68 0.250 0.017 0.983
5936552 $ 351,915.66 73.54 0.250 0.017 0.358
5936577 $ 359,131.19 67.29 0.250 0.017 0.108
5936613 $ 355,509.65 75.00 0.250 0.017 0.858
5936642 $ 464,955.98 74.56 0.250 0.017 0.483
5936655 $ 548,509.01 79.71 0.250 0.017 0.983
5936930 $ 490,763.90 77.48 0.250 0.017 1.358
5937000 $ 334,211.26 77.91 0.250 0.017 0.233
5940255 $ 349,028.52 80.00 0.250 0.017 1.108
5940304 $ 474,357.63 79.99 0.250 0.017 1.358
5942742 $ 275,411.82 80.00 0.250 0.017 0.733
5943011 $ 304,182.37 80.00 0.250 0.017 0.983
5943269 $ 202,379.63 67.63 0.250 0.017 2.358
5943460 $ 387,233.40 80.00 0.250 0.017 1.108
5950169 $ 275,251.76 80.00 0.250 0.017 0.983
5952238 $ 223,510.52 80.00 0.250 0.017 0.608
5952323 $ 110,466.90 75.41 0.250 0.017 2.358
5952342 $ 138,043.56 74.86 0.250 0.017 0.983
5954235 $ 487,904.45 69.86 0.250 0.017 0.483
5954248 $ 409,126.24 78.10 0.250 0.017 0.733
5954295 $ 146,702.10 73.50 0.250 0.017 0.983
5954799 $ 411,161.31 80.00 0.250 0.017 0.983
5954866 $ 332,253.94 73.91 0.250 0.017 0.483
5962994 $ 187,568.20 69.89 0.250 0.017 0.358
5964133 $ 376,732.72 80.00 0.250 0.017 0.358
5964692 $ 442,007.52 75.73 0.250 0.017 0.483
5970431 $ 69,895.78 60.87 0.250 0.017 0.483
5972141 $ 311,535.45 80.00 0.250 0.017 0.483
5972184 $ 304,751.12 80.00 0.250 0.017 0.483
5972243 $ 340,197.10 50.52 0.250 0.017 0.233
5972340 $ 199,429.32 66.66 0.250 0.017 0.233
5901447 $ 271,401.39 78.00 0.250 0.017 1.108
5919079 $ 319,110.41 80.00 0.250 0.017 0.858
5949482 $ 339,006.25 80.00 0.250 0.017 0.608
5876773 $ 349,134.79 94.99 12 0.250 0.017 1.108
$ 63,471,285.34
COUNT: 160
WAC: 7.824931432
WAM: 356.2009123
WALTV: 74.38234635
WFMBS
WFHMI / 2001-16 Exhibit F-2 (continued)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (xvii) (xviii)
--- ------ -------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
------ -------- ------
5947297 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5947376 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5947832 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5974903 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5974923 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5977194 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5977212 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5978472 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5978510 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5978541 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5978561 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5978607 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5978627 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5979189 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5980753 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5980882 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5985673 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5892441 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
0000000 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5915494 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5835177 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
5889350 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5889500 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5903730 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903824 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5906602 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5906733 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909545 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909599 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909704 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909954 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5910000 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5953970 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5953984 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954123 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954728 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954926 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954944 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5955187 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5965924 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5878651 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5890647 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5896448 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5906689 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5921513 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5937968 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960671 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960781 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960895 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5961456 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5961549 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975303 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975379 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975416 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975435 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975505 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975524 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975579 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975599 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975618 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5975744 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5976199 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5976435 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5976792 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5977141 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5977241 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5977335 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5977351 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5977364 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5977378 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5977391 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5979552 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5979581 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5979628 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5979709 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5979762 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5979841 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5980964 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5980976 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5981015 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5981120 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5981142 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5981160 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5981176 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5983833 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5983841 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5903185 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5921065 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5921401 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5921848 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958601 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958932 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959033 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959055 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959855 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959886 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960184 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960308 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960441 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960695 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960883 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960898 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960948 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960971 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961155 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5951821 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5902469 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5903649 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5904459 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5914404 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5914507 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5914533 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5914589 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5914607 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5914738 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5915770 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5916165 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5918946 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5935625 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5936464 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5936495 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5936552 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5936577 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5936613 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5936642 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5936655 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5936930 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5937000 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5940255 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5940304 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942742 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943011 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943269 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943460 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5950169 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952238 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952323 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952342 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954235 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954248 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954295 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954799 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954866 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962994 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964133 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5964692 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5970431 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972141 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972184 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972243 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5972340 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5901447 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5919079 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5949482 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
5876773 WASHINGTON MUTUAL BANK, X.X. XXXXXXXXXX MUTUAL BANK, F.A.
COUNT: 160
WAC: 7.824931432
WAM: 356.2009123
WALTV: 74.38234635
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: ____________________________________
Servicer
Loan No.: ____________________________________
Custodian/Trust Administrator
Name: ____________________________________
Address: ____________________________________
Custodian/Trustee
Mortgage File No.: ____________________________________
Seller
Name: ____________________________________
Address: ____________________________________
____________________________________
Certificates: Mortgage Pass-Through Certificates,
Series 2001-16
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trust Administrator for the Holders
of Mortgage Pass-Through Certificates, Series 2001-16, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of June 28, 2001 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 20__, in the original principal
sum of $___________, made by ____________________, payable to, or
endorsed to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at page/image
____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State
of _____________________ in book/reel/docket ____________________ of
official records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the
Mortgage Loan relating to the Documents has been liquidated and the
proceeds thereof have been remitted to the Certificate Account and
except as expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all
other property in the Master Servicer's possession, custody or
control.
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
By:____________________________________
Name:
Title:
Date: ________________, 20__
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Xxxxx Fargo Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2001-16, Class
[A-R][A-LR] Certificate (the "Class [A-R][A-LR] Certificate") for the account
of, or as agent (including a broker, nominee, or other middleman) for, any
person or entity from which it has not received an affidavit substantially in
the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class [A-R][A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class [A-R][A-LR] Certificate in excess of cash
flows generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or successor form at the time
and in the manner required by the Code or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trust Administrator an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
[A-R][A-LR] Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of the Class
[A-R][A-LR] Certificate will not be disregarded for federal income tax purposes.
"U.S. Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class [A-R][A-LR] Certificate to such a
"disqualified organization," an agent thereof, an ERISA Prohibited Holder or a
person that does not satisfy the requirements of paragraph 4, paragraph 5 and
paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the [Upper-Tier
REMIC][Lower-Tier REMIC] pursuant to Section 8.14 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 20__.
[Name of Purchaser]
By:____________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of __________, 20__.
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 20__.
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Xxxxx Fargo Asset Securities Corporation,
Series 2001-16, Class [A-R][A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
EXHIBIT J
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-16
CLASS [B-4] [B-5] [B-6] CERTIFICATES
TRANSFEREE'S LETTER
________________ __, _____
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxx Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Xxxxx Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-16,
Class [B-4] [B-5] [B-6] Certificates (the "Class [B-4] [B-5] [B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of June 28, 2001 (the "Pooling and Servicing
Agreement") among Xxxxx Fargo Asset Securities Corporation, as seller (the
"Seller"), Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), of Xxxxx Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-16.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [B-4] [B-5] [B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [B-4] [B-5] [B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
(c) [The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[B-4] [B-5] [B-6] Certificates; the Purchaser has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an investment
in the Class [B-4] [B-5] [B-6] Certificates and can afford a complete loss of
such investment.]
[(d) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(e) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated _______________, relating to the
Class [B-4] [B-5] [B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [B-4] [B-5] [B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [B-4] [B-5] [B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [B-4] [B-5] [B-6] Certificates. The Purchaser will not
use or disclose any information it receives in connection with its purchase of
the Class [B-4] [B-5] [B-6] Certificates other than in connection with a
subsequent sale of Class [B-4] [B-5] [B-6] Certificates.
(f) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-4] [B-5] [B-6] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4] [B-5] [B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trust Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as the Seller or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of counsel to
the effect that the proposed transfer will not cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trust
Administrator, the Trustee, the Seller or the Master Servicer to any obligation
in addition to those undertaken in the Pooling and Servicing Agreement
(including any liability for civil penalties or excise taxes imposed pursuant to
ERISA, Section 4975 of the Code or Similar Law).
(g) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [B-4] [B-5] [B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [B-4] [B-5] [B-6] Certificates.
(a) The Purchaser understands that the Class [B-4] [B-5] [B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-4] [B-5] [B-6] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor the Trust
Administrator is under any obligation to register the Class [B-4] [B-5] [B-6]
Certificates or make an exemption available. In the event that such a transfer
is to be made in reliance upon an exemption from the Act or applicable state
securities laws, (i) the Trust Administrator shall require, in order to assure
compliance with such laws, that the Certificateholder's prospective transferee
certify to the Seller and the Trust Administrator as to the factual basis for
the registration or qualification exemption relied upon, and (ii) unless the
transferee is a "Qualified Institutional Buyer" within the meaning of Rule 144A
of the Act, the Trust Administrator or the Seller may, if such transfer is made
within three years from the later of (a) the Closing Date or (b) the last date
on which the Seller or any affiliate thereof was a holder of the Certificates
proposed to be transferred, require an Opinion of Counsel that such transfer may
be made pursuant to an exemption from the Act and state securities laws, which
Opinion of Counsel shall not be an expense of the Trust Administrator, the
Master Servicer or the Seller. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Master Servicer, any Paying Agent acting on behalf of the
Trust Administrator and the Seller against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class [B-4] [B-5] [B-6] shall be made unless
the transferee provides the Seller and the Trust Administrator with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-4] [B-5] [B-6] bear
a legend setting forth the applicable restrictions on transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:____________________________________
Its:___________________________________
EXHIBIT K
[Reserved]
EXHIBIT L
SERVICING AGREEMENTS
WFHM Servicing Agreement
National City Mortgage Co. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
HSBC Mortgage Corporation (USA) Servicing Agreement
HomeSide Lending, Inc. Servicing Agreement
First Nationwide Mortgage Corporation Servicing Agreement
Chevy Chase Bank, F.S.B. Servicing Agreement
Fleet Mortgage Corp. Servicing Agreement
Old Kent Mortgage Company Servicing Agreement
Washington Mutual Bank, FA. Servicing Agreement
Chase Manhattan Mortgage Corporation Servicing Agreement
CUNA Mutual Mortgage Corporation Servicing Agreement
Colonial Savings F.A. Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of , between Xxxxx Fargo Bank
Minnesota, National Association (the "Company" and "Xxxxx Fargo Bank") and (the
"Purchaser").
PRELIMINARY STATEMENT
______________ is the holder of the entire interest in Xxxxx Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-16,
Class (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 among
Xxxxx Fargo Asset Securities Corporation, as seller (the "Seller"), Xxxxx Fargo
Bank Minnesota, National Association, as Master Servicer and First Union
National Bank, as Trust Administrator and the United States Trust Company of New
York, as Trustee.
_____________ intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least P-1 by Xxxxx'x Investors Service, Inc.
("Moody's") or at least A-1 by Standard and Poor's, a division of The McGraw
Hill Companies, Inc. ("S&P") or (vi) demand and time deposits in, certificates
of deposit of, any depository institution or trust company (which may be an
affiliate of the Company) incorporated under the laws of the United States of
America or any state thereof and subject to supervision and examination by
federal and/or state banking authorities, so long as at the time of such
investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by S&P or Moody's, (y)
the certificate of deposit or other unsecured short-term debt obligations of
such depository institution or trust company have a rating of at least A-1 by
Moody's or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Moody's or S&P and, for each of the preceding
clauses (i), (iv), (v) and (vi), the maturity thereof shall be not later than
the earlier to occur of (A) 30 days from the date of the related investment and
(B) the next succeeding Distribution Date as defined in the related Pooling and
Servicing Agreement.
Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to
Certificateholders pursuant to the Pooling and Servicing
Agreement), the Company, shall provide to the Purchaser a
report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate
the number of Mortgage Loans that are (A) thirty days, (B)
sixty days, (C) ninety days or more delinquent or (D) in
foreclosure, and indicating for each such Mortgage Loan the
loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with
any Mortgage Loan, the Company shall cause (to the extent that
the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the Servicer to provide the
Purchaser with a notice (sent by telecopier) of such proposed
and imminent foreclosure, stating the loan number and the
aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a
referral letter from such Servicer to an attorney requesting
the institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Xxxxx Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Xxxxx Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-16." Amounts held in the Collateral Fund
shall continue to be the property of the Purchaser, subject to the first
priority security interest granted hereunder for the benefit of the
Certificateholders, until withdrawn from the Collateral Fund pursuant to Section
2.02 or 2.03 hereof. The Collateral Fund shall be an "outside reserve fund"
within the meaning of the REMIC Provisions, beneficially owned by the Purchaser
for federal income tax purposes. All income, gain, deduction or loss with
respect to the Collateral Fund shall be that of the Purchaser. All distributions
from the Trust Fund to the Collateral Fund shall be treated as distributed to
the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 Notices
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Xxxxx Fargo Bank Minnesota, National Association
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, XX 00000
Attention: Vice President, Master Servicing
Phone: 000-000-0000
Fax: 000-000-0000
(b) in the case of the Purchaser,
__________________________________
__________________________________
__________________________________
Attention: _______________________
Section 4.05 Severability of Provisions
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 Successors and Assigns
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07 Article and Section Headings
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Xxxxx Fargo Bank Minnesota, National Association
By:____________________________________
Name:
Title:
________________________________________________
By:____________________________________
Name:
Title:
SCHEDULE I
Xxxxx Fargo Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2001-16
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
WFHM (Type 1) Mid-Month Mid-Month
National City Mortgage Co. Mid-Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
Chevy Chase Bank, F.S.B. Mid-Month Prior Month
Old Kent Mortgage Company Mid-Month Prior Month
Fleet Mortgage Corp. Mid-Month Prior Month
First Nationwide Mortgage Corp. Mid-Month Prior Month
Washington Mutual Bank, F.A. Mid-Month Prior Month
The Huntington Mortgage Company Mid-Month Prior Month
CUNA Mutual Mortgage Corporation Mid-Month Prior Month
First Union Mortgage Corporation Mid-Month Prior Month
Colonial Savings, F.A. Mid-Month Prior Month
Chase Manhattan Mortgage Corporation Mid-Month Prior Month
