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XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of January 29, 2002
$1,300,335,099.28
Mortgage Pass-Through Certificates
Series 2002-4
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions...............................................
Section 1.02 Acts of Holders...........................................
Section 1.03 Effect of Headings and Table of Contents..................
Section 1.04 Benefits of Agreement.....................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..............................
Section 2.02 Acceptance by Trustee.....................................
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller. ..............................................
Section 2.04 Execution and Delivery of Certificates....................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date.........................
Section 2.06 Optional Substitution of Mortgage Loans...................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account.......................................
Section 3.02 Permitted Withdrawals from the Certificate Account........
Section 3.03 Advances by Master Servicer and Trustee...................
Section 3.04 Trustee to Cooperate; Release of Owner Mortgage Loan
Files. ...................................................
Section 3.05 Reports to the Trustee; Annual Compliance Statements......
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan. ....................................................
Section 3.07 Amendments to Servicing Agreements; Modification of
Standard Provisions.......................................
Section 3.08 Oversight of Servicing....................................
Section 3.09 Termination and Substitution of Servicing Agreements......
Section 3.10 Application of Net Liquidation Proceeds...................
Section 3.11 Act Reports...............................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.............................................
Section 4.02 Allocation of Realized Losses.............................
Section 4.03 Paying Agent..............................................
Section 4.04 Statements to Certificateholders; Reports to the Trustee
and the Seller............................................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service....
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer............................
Section 4.07 Determination of LIBOR....................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..........................................
Section 5.02 Registration of Certificates..............................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.........
Section 5.04 Persons Deemed Owners.....................................
Section 5.05 Access to List of Certificateholders' Names and Addresses.
Section 5.06 Maintenance of Office or Agency...........................
Section 5.07 Definitive Certificates...................................
Section 5.08 Notices to Clearing Agency................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...........
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer .................................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others.......................................
Section 6.04 Resignation of the Master Servicer........................
Section 6.05 Compensation to the Master Servicer.......................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.....
Section 6.07 Indemnification of Trustee and Seller by Master Servicer..
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.........................................
Section 7.02 Other Remedies of Trustee.................................
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default...................................
Section 7.04 Action Upon Certain Failures of the Master Servicer and
Upon Event of Default.....................................
Section 7.05 Trustee to Act; Appointment of Successor..................
Section 7.06 Notification to Certificateholders........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.........................................
Section 8.02 Certain Matters Affecting the Trustee.....................
Section 8.03 Trustee Not Required to Make Investigation................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.....
Section 8.05 Trustee May Own Certificates..............................
Section 8.06 The Master Servicer to Pay Fees and Expenses..............
Section 8.07 Eligibility Requirements..................................
Section 8.08 Resignation and Removal...................................
Section 8.09 Successor.................................................
Section 8.10 Merger or Consolidation...................................
Section 8.11 Authenticating Agent......................................
Section 8.12 Separate Trustees and Co-Trustees.........................
Section 8.13 Appointment of Custodians.................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions.............
Section 8.15 Monthly Advances..........................................
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Seller or Liquidation
of All Mortgage Loans.....................................
Section 9.02 Additional Termination Requirements.......................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.................................................
Section 10.02 Recordation of Agreement..................................
Section 10.03 Limitation on Rights of Certificateholders................
Section 10.04 Governing Law; Jurisdiction...............................
Section 10.05 Notices...................................................
Section 10.06 Severability of Provisions................................
Section 10.07 Special Notices to Rating Agencies........................
Section 10.08 Covenant of Seller........................................
Section 10.09 Recharacterization........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off Date..............................................
Section 11.02 Cut-Off Date Aggregate Principal Balance..................
Section 11.03 Original Group I-A Percentage.............................
Section 11.04 Original Group II-A Percentage............................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates..............................................
Section 11.05(a) Original Notional Amount ...............................
Section 11.06 Original Aggregate Non-PO Principal Balance...............
Section 11.07 Original Aggregate Percentages............................
Section 11.07(a) Original Aggregate Subordinate Percentage ..............
Section 11.07(b) Original Aggregate Class A Percentage ..................
Section 11.08 Original Class B Principal Balance........................
Section 11.09 Original Group I Subordinated Principal Balance...........
Section 11.10 Original Group II Subordinated Principal Balance..........
Section 11.11 Original Principal Balances of the Classes of
Class B Certificates .....................................
Section 11.12 Original Class B-1 Fractional Interest....................
Section 11.13 Original Class B-2 Fractional Interest....................
Section 11.14 Original Class B-3 Fractional Interest....................
Section 11.15 Original Class B-4 Fractional Interest....................
Section 11.16 Original Class B-5 Fractional Interest....................
Section 11.17 Closing Date..............................................
Section 11.18 Right to Purchase.........................................
Section 11.19 Wire Transfer Eligibility.................................
Section 11.20 Single Certificate........................................
Section 11.21 Servicing Fee Rate........................................
Section 11.22 Master Servicing Fee Rate.................................
EXHIBITS
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-PO - Form of Face of Class I-A-PO Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-2 - Form of Face of Class II-A-2 Certificate
EXHIBIT A-II-A-3 - Form of Face of Class II-A-3 Certificate
EXHIBIT A-II-A-4 - Form of Face of Class II-A-4 Certificate
EXHIBIT A-II-A-5 - Form of Face of Class II-A-5 Certificate
EXHIBIT A-II-A-6 - Form of Face of Class II-A-6 Certificate
EXHIBIT A-II-A-7 - Form of Face of Class II-A-7 Certificate
EXHIBIT A-II-A-8 - Form of Face of Class II-A-8 Certificate
EXHIBIT A-II-A-9 - Form of Face of Class II-A-9 Certificate
EXHIBIT A-II-A-10 - Form of Face of Class II-A-10 Certificate
EXHIBIT A-II-A-11 - Form of Face of Class II-A-11 Certificate
EXHIBIT A-II-A-12 - Form of Face of Class II-A-12 Certificate
EXHIBIT A-II-A-13 - Form of Face of Class II-A-13 Certificate
EXHIBIT A-II-A-14 - Form of Face of Class II-A-14 Certificate
EXHIBIT A-II-A-PO - Form of Face of Class II-A-PO Certificate
EXHIBIT A-II-A-R - Form of Face of Class II-A-R Certificate
EXHIBIT A-II-A-LR - Form of Face of Class II-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 2002-4 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Type 1 Mortgage Loans in Loan Group I
EXHIBIT F-1B - Schedule of Type 1 Mortgage Loans in Loan Group II
EXHIBIT F-2 - Schedule of Type 2 Mortgage Loans in Loan Group I
EXHIBIT F-3A - Schedule of Other Servicer Mortgage Loans in
Group I
EXHIBIT F-3B - Schedule of Other Servicer Mortgage Loans in Group II
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4][B-5][B-6] Certificates)
EXHIBIT K - Reserved
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of January 29, 2002
executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION
NATIONAL BANK, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: The earlier to occur of (i) the
Distribution Date following the Distribution Date on which the Principal Balance
of the Class II-A-8 Certificates has been reduced to zero or (ii) the
Subordination Depletion Date.
Accrual Certificates: The Class II-A-9 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to
the Accretion Termination Date and the Accrual Certificates, an amount equal to
the sum of (i) the Group II-A Interest Percentage of such Class of Accrual
Certificates of the Current Group II-A Interest Distribution Amount and (ii) the
Group II-A Interest Shortfall Percentage of such Class of Accrual Certificates
of the amount distributed in respect of the Classes of Group II-A Certificates
pursuant to Paragraph second Clause (A) of Section 4.01(a)(i) on such
Distribution Date. As to any Distribution Date on or after the Accretion
Termination Date, zero.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Aggregate Class A Principal Balance and the Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Aggregate Class A Principal Balance and the Class B Principal Balance as of
the Determination Date succeeding such Distribution Date and (ii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Aggregate Adjusted Pool Amount: With respect to any Distribution
Date, the sum of the Group I Adjusted Pool Amount and Group II Adjusted Pool
Amount.
Aggregate Class A Principal Balance: With respect to any
Determination Date, the sum of the Group I-A Principal Balance and Group II-A
Principal Balance.
Aggregate Class A Percentage: As to any Distribution Date, the
percentage obtained by dividing (i) the sum of the Group I-A Non-PO Principal
Balance and the Group II-A Non-PO Principal Balance by (ii) the sum of the Group
I Pool Balance (Non-PO Portion) and the Group II Pool Balance (Non-PO Portion).
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 Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group I-A Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group II-A Certificates.
Aggregate Non-PO Principal Balance: As of any Determination Date,
the sum of the Group I-A Non-PO Principal Balance, the Group II-A Non-PO
Principal Balance and the Class B Principal Balance as of such date.
Aggregate Subordinate Percentage: As to any Determination Date, the
Class B Principal Balance divided by the sum of the Group I Pool Balance (Non-PO
Portion) and the Group II Pool Balance (Non-PO Portion).
Agreement: This Pooling and Servicing Agreement and all amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Apportioned Class B Principal Distribution Amount: As to any
Distribution Date and any Class of Class B Certificates, the product of (i) the
applicable Class B Principal Distribution Amount less the amount, if any, that
would have been distributable to such Class pursuant to Section 4.01(a)(ii) that
is used to pay the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount as provided in Paragraph fourth of Section 4.01(a)(i) and (ii) the
Apportionment Fraction for such Class.
Apportioned Interest Accrual Amount: As to any Distribution Date and
either of the Group I Apportioned Principal Balance or Group II Apportioned
Principal Balance of a Class of Class B Certificates, an amount equal to the
product of (i) 1/12th of the Class B Pass-Through Rate and (ii) such Group I
Apportioned Principal Balance or Group II Apportioned Principal Balance as of
the Determination Date preceding such Distribution Date.
Apportionment Fraction: As to any Class of Class B Certificates and
any Distribution Date occurring prior to the Subordination Depletion Date and
(i) on or after the Distribution Date on which the Principal Balances of the
Group I-A Certificates (other than the Class I-A-PO Certificates) have been
reduced to zero, a fraction, the numerator of which is the applicable Class B
Loan Group I Optimal Principal Amount and the denominator of which is the
applicable Class B Optimal Principal Amount without regard to the proviso
thereto or (ii) on or after the Distribution Date on which the Principal
Balances of the Group II-A Certificates (other than the Class II-A-PO
Certificates) have been reduced to zero, a fraction, the numerator of which is
the applicable Class B Loan Group II Optimal Principal Amount and the
denominator of which is the applicable Class B Optimal Principal Amount without
regard to the proviso thereto.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
Available Master 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 Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1 Certificates,
Class I-A-PO Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates,
Class II-A-3 Certificates, Class II-A-4 Certificates, Class II-A-5 Certificates,
Class II-A-6 Certificates, Class II-A-7 Certificates, Class II-A-8 Certificates,
Class II-A-9 Certificates, Class II-A-10 Certificates, Class II-A-11
Certificates, Class II-A-12 Certificates, Class II-A-13 Certificates, Class
II-A-14 Certificates, Class II-A-PO Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates beneficial ownership and transfers
of which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-l Certificate.
Class I-A-PO Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-PO and Exhibit C hereto.
Class I-A-PO Certificateholder: The registered holder of a Class
I-A-PO Certificate.
Class I-A-PO Deferred Amount: For any Distribution Date prior to the
Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class I-A-PO Optimal Principal Amounts for the
Class I-A-PO Certificates for all prior Distribution Dates exceeded the amounts
distributed on the Class I-A-PO Certificates on such prior Distribution Dates
pursuant to Paragraph third Clause (A) of Section 4.01(a)(i) and (y) the sum of
the product for each Group I 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 Group I 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 and (B) the sum of (x) the sum of the Class I-A-PO Recoveries for
such Distribution Date and prior Distribution Dates and (y) amounts distributed
on the Class I-A-PO Certificates on prior Distribution Dates pursuant to
Paragraph fourth Clause (A) of Section 4.01(a)(i). On and after the
Subordination Depletion Date, the Class I-A-PO Deferred Amount will be zero. No
interest will accrue on any Class I-A-PO Deferred Amount.
Class I-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with
respect to such Group I Mortgage Loan and (y) the sum of:
(i) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Group I Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Group I Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group I Mortgage Loan
which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group I
Mortgage Loan substituted for a Group I Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date occurs over the unpaid principal balance of such Group I
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Group I
Mortgage Loan; and
(II) the Class I-A-PO Recovery for such Distribution Date.
Class I-A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class I-A-PO Deferred Amount
for such Distribution Date (calculated without regard to the Class I-A-PO
Recovery for such Distribution Date) and (b) an amount equal to the sum as to
each Group I Mortgage Loan as to which there has been a Recovery during the
Applicable Unscheduled Principal Receipt Period, of the product of (x) the PO
Fraction with respect to such Group I Mortgage Loan and (y) the amount of the
Recovery with respect to such Group I Mortgage Loan. As to any Distribution Date
on or after the Subordination Depletion Date, the amount determined in
accordance with clause (b) above.
Class II-A-1 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a Class
II-A-1 Certificate.
Class II-A-2 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-2 and Exhibit C hereto.
Class II-A-2 Certificateholder: The registered holder of a Class
II-A-2 Certificate.
Class II-A-3 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-3 and Exhibit C hereto.
Class II-A-3 Certificateholder: The registered holder of a Class
II-A-3 Certificate.
Class II-A-4 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-4 and Exhibit C hereto.
Class II-A-4 Certificateholder: The registered holder of a Class
II-A-4 Certificate.
Class II-A-5 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-5 and Exhibit C hereto.
Class II-A-5 Certificateholder: The registered holder of a Class
II-A-5 Certificate.
Class II-A-6 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-6 and Exhibit C hereto.
Class II-A-6 Certificateholder: The registered holder of a Class
II-A-6 Certificate.
Class II-A-7 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-7 and Exhibit C hereto.
Class II-A-7 Certificateholder: The registered holder of a Class
II-A-7 Certificate.
Class II-A-8 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-8 and Exhibit C hereto.
Class II-A-8 Certificateholder: The registered holder of a Class
II-A-8 Certificate.
Class II-A-9 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-9 and Exhibit C hereto.
Class II-A-9 Certificateholder: The registered holder of a Class
II-A-9 Certificate.
Class II-A-10 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-10 and Exhibit C hereto.
Class II-A-10 Certificateholder: The registered holder of a Class
II-A-10 Certificate.
Class II-A-11 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-11 and Exhibit C hereto.
Class II-A-11 Certificateholder: The registered holder of a Class
II-A-11 Certificate.
Class II-A-12 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-12 and Exhibit C hereto.
Class II-A-12 Certificateholder: The registered holder of a Class
II-A-12 Certificate.
Class II-A-13 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-13 and Exhibit C hereto.
Class II-A-13 Certificateholder: The registered holder of a Class
II-A-13 Certificate.
Class II-A-13 Pass-Through Rate: With respect to the Distribution
Date occurring in February 2002, 2.310% per annum. With respect to each
succeeding Distribution Date, a per annum rate, determined by the Trustee on the
applicable Rate Determination Date, equal to 0.570% plus LIBOR subject to a
minimum rate of 0.570% and a maximum rate of 8.500%.
Class II-A-14 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-14 and Exhibit C hereto.
Class II-A-14 Certificateholder: The registered holder of a Class
II-A-14 Certificate.
Class II-A-14 Interest Accrual Amount: As to any Distribution Date,
(i) the product of (A) 1/12th of the Class A Pass-Through Rate for the Class
II-A-14 Certificates and (B) the Notional Amount as of such Distribution Date
minus (ii) the sum of the Group II-A Interest Percentage of the Class II-A-14
Certificates of (A) the interest portion of any Realized Losses allocated to the
Group II-A Certificates on or after the Subordination Depletion Date pursuant to
Section 4.02(c) and (B) any Non-Supported Interest Shortfall or Relief Act
Shortfall allocated to the Group II-A Certificates with respect to such
Distribution Date.
Class II-A-14 Pass-Through Rate: With respect to the Distribution
Date occurring in February 2002, 6.190% per annum. With respect to each
succeeding Distribution Date, a per annum rate, determined by the Trustee on the
applicable Rate Determination Date, equal to 7.930% minus LIBOR subject to a
minimum rate of 0.000% and a maximum rate of 7.930%.
Class II-A-LR Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-LR and Exhibit C hereto.
Class II-A-LR Certificateholder: The registered holder of a Class
II-A-LR Certificate.
Class II-A-PO Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-PO and Exhibit C hereto.
Class II-A-PO Certificateholder: The registered holder of a Class
II-A-PO Certificate.
Class II-A-PO Deferred Amount: For any Distribution Date prior to
the Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class II-A-PO Optimal Principal Amounts for the
Class II-A-PO Certificate for all prior Distribution Dates exceeded the amounts
distributed on the Class II-A-PO Certificates on such prior Distribution Dates
pursuant to Paragraph third Clause (B) of Section 4.01 (a)(i) and (y) the sum of
the product for each Group II 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 Group II 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 and (B) the sum of (x) the sum of the Class II-A-PO
Recoveries for such Distribution Date and prior Distribution Dates and (y)
amounts distributed on the Class II-A-PO Certificates on prior Distribution
Dates pursuant to Paragraph fourth Clause (B) of Section 4.0l(a)(i). On and
after the Subordination Depletion Date, the Class II-A-PO Deferred Amount will
be zero. No interest will accrue on any Class II-A-PO Deferred Amount.
Class II-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum of, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with
respect to such Group II Mortgage Loan and (y) the sum of:
(i) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Group II Mortgage
Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Group II Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group II Mortgage Loan
which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group II
Mortgage Loan substituted for a Group II Mortgage Loan during the one
month period ending on the preceding Determination Date for such
Distribution Date occurs over the unpaid principal balance of such Group
II Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Group II Mortgage Loan; and
(II) the Class II-A-PO Recovery for such Distribution Date.
Class II-A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class II-A-PO Deferred
Amount for such Distribution Date (calculated without regard to the Class
II-A-PO Recovery for such Distribution Date) and (b) an amount equal to the sum
as to each Group II Mortgage Loan as to which there has been a Recovery during
the Applicable Unscheduled Principal Receipt Period, of the product of (x) the
PO Fraction with respect to such Group II Mortgage Loan and (y) the amount of
the Recovery with respect to such Group II Mortgage Loan. As to any Distribution
Date on or after the Subordination Depletion Date, the amount determined in
accordance with clause (b) above.
Class II-A-R Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-R and Exhibit C hereto.
Class II-A-R Certificateholder: The registered holder of a Class
II-A-R Certificate.
Class A Pass-Through Rate: As to the Class II-A-2, Class II-A-3,
Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class
II-A-9, Class II-A-10, Class II-A-12, Class II-A-R and Class II-A-LR
Certificates, 6.500% per annum. As to the Class I-A-1 and Class II-A-1
Certificates, 6.000% per annum. As to the Class II-A-11 Certificates, 6.250% per
annum. As to the Class II-A-13 Certificates, the Class II-A-13 Pass-Through
Rate. As to the Class II-A-14 Certificates, the Class II-A-14 Pass-Through Rate.
The Class A-PO Certificates are not entitled to interest and have no Class A
Pass-Through Rate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
Class of Class A Certificates, the amount, if any, by which the aggregate of the
Group I-A Interest Shortfall Amounts or Group II-A Interest Shortfall Amounts
for such Class for prior Distribution Dates is in excess of the amounts
distributed in respect of such Class (or in the case of the Accrual Certificates
prior to the 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-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-L11 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-L13 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-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 Certificates: Any of the Class I-A-PO Certificates or
Class II-A-PO Certificates.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution Date
and any Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loan Group I Optimal Principal Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I Optimal
Principal Amounts.
Class B Loan Group II Optimal Principal Amount: Any of the Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II
Optimal Principal Amounts.
Class B Loan Group Optimal Principal Amount: Any of the Class B Loan
Group I Optimal Principal Amount or Class B Loan Group II Optimal Principal
Amount.
Class B Loss Percentage: With respect to any Determination Date and
any Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.
Class B Pass-Through Rate: With respect to the Distribution Date
occurring in February 2002, 6.385% per annum. With respect to each succeeding
Distribution Date, a per annum rate equal to the weighted average of 6.000% for
Loan Group I and 6.500% for Loan Group II, weighted on the basis of the Group
Subordinate Amount for each Loan Group.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Principal Distribution Amount: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution
Amounts.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs first, second and third of Section 4.01(a)(ii).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
first of Section 4.01(a)(ii).
Class B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal Principal Amount calculated only with
respect to Group I Mortgage Loans and without regard to the proviso thereto.
Class B-1 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal Principal Amount calculated only with
respect to Group II Mortgage Loans and without regard to the proviso thereto.
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-1 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Prepayment Class B-1
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-1 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Section 2.02
or 2.03; and
(iv) the Group I Class B-1 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-1 Prepayment Percentage or Group II Class B-1
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-1 Certificates on prior Distribution Dates
(A) pursuant to Paragraph third of Section 4.01(a)(ii) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-1 Certificates are the
most subordinate Certificates outstanding, the Class B-1 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the Aggregate Class A Principal Balance as
of such Determination Date.
Class B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-1 Certificates
pursuant to Paragraph third of Section 4.01(a)(ii).
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph second of Section 4.01(a)(ii).
Class B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(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
fourth of Section 4.01(a)(ii).
Class B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal Principal Amount calculated only with
respect to Group I Mortgage Loans and without regard to the proviso thereto.
Class B-2 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal Principal Amount calculated only with
respect to Group II Mortgage Loans and without regard to the proviso thereto.
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-2 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Sections 2.02
or 2.03; and
(iv) the Group I Class B-2 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-2 Prepayment Percentage or Group II Class B-2
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-2 Certificates on prior Distribution Dates
(A) pursuant to Paragraph sixth of Section 4.01(a)(ii) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-2 Certificates are the
most subordinate Certificates outstanding, the Class B-2 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance and the Class B-1 Principal Balance as of such Determination Date.
Class B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-2 Certificates
pursuant to Paragraph sixth of Section 4.01(a)(ii).
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph fifth of Section 4.01(a)(ii).
Class B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(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
seventh of Section 4.01(a)(ii).
Class B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal Principal Amount calculated only with
respect to Group I Mortgage Loans and without regard to the proviso thereto.
Class B-3 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal Principal Amount calculated only with
respect to Group II Mortgage Loans and without regard to the proviso thereto.
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-3 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Sections 2.02
or 2.03; and
(iv) the Group I Class B-3 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-3 Prepayment Percentage (with
respect to each such Group II Mortgage Loan) of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-3 Prepayment Percentage or Group II Class B-3
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-3 Certificates on prior Distribution Dates
(A) pursuant to Paragraph ninth of Section 4.01(a)(ii) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-3 Certificates are the
most subordinate Certificates outstanding, the Class B-3 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such Determination Date.
Class B-3 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-3 Certificates
pursuant to Paragraph ninth of Section 4.01(a)(ii).
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph eighth of Section 4.01(a)(ii).
Class B-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs tenth, eleventh and twelfth of Section 4.01(a)(ii).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
tenth of Section 4.01(a)(ii).
Class B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal Principal Amount calculated only with
respect to Group I Mortgage Loans and without regard to the proviso thereto.
Class B-4 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal Principal Amount calculated only with
respect to Group II Mortgage Loans and without regard to the proviso thereto.
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-4 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-4 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-4 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Section 2.02
or 2.03; and
(iv) the Group I Class B-4 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-4 Prepayment Percentage or Group II Class B-4
Prepayment Percentage of the Non-PO Recovery for each Loan Group for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-4 Certificates on prior Distribution Dates
(A) pursuant to Paragraph twelfth of Section 4.01(a)(ii) and (B) as a result of
a Principal Adjustment; provided, however, if the Class B-4 Certificates are the
most subordinate Certificates outstanding, the Class B-4 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-4 Certificates
pursuant to Paragraph twelfth of Section 4.01(a)(ii).
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eleventh of Section 4.01(a)(ii).
Class B-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs thirteenth, fourteenth and fifteenth of Section 4.01(a)(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
thirteenth of Section 4.01(a)(ii).
Class B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal Principal Amount calculated only with
respect to Group I Mortgage Loans and without regard to the proviso thereto.
Class B-5 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal Principal Amount calculated only with
respect to Group II Mortgage Loans and without regard to the proviso thereto.
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-5 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Section 2.02
or 2.03; and
(iv) the Group I Class B-5 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-5 Prepayment Percentage or Group II Class B-5
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-5 Certificates on prior Distribution Dates
(A) pursuant to Paragraph fifteenth of Section 4.01(a)(ii) and (B) as a result
of a Principal Adjustment; provided, however, if the Class B-5 Certificates are
the most subordinate Certificates outstanding, the Class B-5 Principal Balance
will equal the difference, if any, between the Aggregate Adjusted Pool Amount as
of the preceding Distribution Date less the sum of the Aggregate Class A
Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance, the Class B-3 Principal Balance and the Class B-4 Principal Balance as
of such Determination Date.
Class B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-5 Certificates
pursuant to Paragraph fifteenth of Section 4.01(a)(ii).
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph fourteenth of Section 4.01(a)(ii).
Class B-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section 4.01(a)(ii).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
sixteenth of Section 4.01(a)(ii).
Class B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal Principal Amount calculated only with
respect to Group I Mortgage Loans and without regard to the proviso thereto.
Class B-6 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal Principal Amount calculated only with
respect to Group II Mortgage Loans and without regard to the proviso thereto.
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-6 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-6 Prepayment Percentage (with
respect to each such Group II Mortgage Loan) of the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Section 2.02
or 2.03; and
(iv) the Group I Class B-6 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-6 Prepayment Percentage (with
respect to each such Group II Mortgage Loan) of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group I Class B-6 Prepayment Percentage or Group II Class B-6
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group
for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of 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); provided, however, if
the Class B-6 Certificates are outstanding, the Class B-6 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-6 Certificates
pursuant to Paragraph eighteenth of Section 4.01(a)(ii).
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph seventeenth of Section 4.01(a)(ii).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.17.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: With respect to any Distribution Date, the
lesser of (a) the aggregate Prepayment Interest Shortfall on the Mortgage Loans
for such Distribution Date, (b) the product of (i) 1/12th of 0.20% and (ii) the
Pool Scheduled Principal Balance for such Distribution Date and (c) the
Available Master Servicing Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument, is located at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes as follows:
Uncertificated Lower-Tier
Interest Corresponding Upper-Tier Class or Classes
Class A-L1 Interest Class I-A-1 Certificates and Class II-A-1
Certificates
Class A-L2 Interest Class II-A-2 Certificates, Class II-A-3
Certificates, Class II-A-4 Certificates,
Class II-A-5 Certificates, Class II-A-6
Certificates, Class II-A-7 Certificates,
Class II-A-8 Certificates, Class II-A-9
Certificates, Class II-A-10 Certificates
and Class II-A-12 Certificates
Class A-L11 Interest Class II-A-11 Certificates
Class A-L13 Interest Class II-A-13 Certificates and Class II-
A-14 Certificates
Class A-LPO Interest Class I-A-PO Certificates and Class
II-A-PO Certificates
Class A-LUR Interest Class II-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 Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group I-A
Certificates pursuant to Paragraph first Clause (A) of Section 4.01(a)(i) on
such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group
II-A Certificates pursuant to Paragraph first Clause (B) of Section 4.01(a)(i)
on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs first, fourth, seventh, tenth, thirteenth and sixteenth
of Section 4.01(a)(ii) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the
first Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Non-PO Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the
Original Class B-4 Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO
Principal Balance. As to the first Distribution Date, the Original Class B-5
Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Curtailment Interest Shortfall: On any Distribution Date with
respect to a Group I or Group II Mortgage Loan which was the subject of a
Curtailment:
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Curtailment is
received by the Servicer on or after the Determination Date in
the month preceding the month of such Distribution Date but
prior to the first day of the month of such Distribution Date,
the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Curtailment from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month preceding the month
of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Curtailment
is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Curtailment from the day of its receipt or, if
earlier, its application by the Servicer through the last day
of the month in which such Curtailment is received.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of the Trustee. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Class II-A-14 Certificates) representing the
principal portion of the Cut-Off Date Aggregate Principal Balance evidenced by
such Certificate. As to the Class II-A-14 Certificates, the amount specified on
the face of each such Certificate representing the portion of the Original
Notional Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Group I Discount Mortgage Loan or Group II
Discount Mortgage Loan.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as two separate REMICs or result in the imposition of any
federal tax on either of the Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency;
(viii)such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or other
pooled investment vehicle, the assets of which are limited to instruments
that otherwise would constitute Eligible Investments hereunder, including
any such fund that is managed by the Trustee or any affiliate of the
Trustee or for which the Trustee or any of its affiliates acts as an
adviser as long as such fund is rated in at least the highest rating
category by each Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Group I-A Certificates is February 25, 2017, which corresponds to
the "latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended. The Final Scheduled Maturity Date for
each Class of Group II-A Certificates (other than the Class II-A-8 Certificates)
and the Class B Certificates is February 25, 2032. The Final Scheduled Maturity
Date for the Class II-A-8 Certificates is June 25, 2006.
Fitch: Fitch, Inc., or its successors in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than (i) for the Group I
Mortgage Loans, the sum of (a) 6.000%, (b) the applicable Servicing Fee Rate and
(c) the Master Servicing Fee Rate and (ii) for the Group II Mortgage Loans, the
sum of (a) 6.500%, (b) the applicable Servicing Fee Rate and (c) the Master
Servicing Fee Rate, which will be determined on a loan by loan basis and will
equal the Mortgage Interest Rate on each Mortgage Loan minus the rate described
in Clause (i) or (ii), as applicable, which is not assigned to and not part of
the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus (i) for the Group I Mortgage Loans, the sum of (a)
6.000%, (b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee
Rate and (ii) for the Group II Mortgage Loans, the sum of (a) 6.500%, (b) the
applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Group: The Group I-A Certificates or the Group II-A Certificates.
Group Subordinate Amount: Either of the Group I Subordinate Amount
or the Group II Subordinate Amount.
Group I: The Group I-A Certificates.
Group I Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage
Loans minus the sum of (i) all amounts in respect of principal received in
respect of the Group I Mortgage Loans (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts
and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group I
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group I Mortgage Loans from the Cut-Off Date through
the end of the period corresponding to the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Group I Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group I Mortgage Loans: the product
of (i) the PO Fraction for each such Group I Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group I Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses incurred on such Group I Mortgage Loans
for which Liquidation Proceeds were received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Group I Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group I Aggregate Non-PO Principal Balance: The sum of the Group I-A
Non-PO Principal Balance and the Group I Subordinate Amount.
Group I Apportioned Interest Percentage: As to any Distribution Date
and any Class of Group I-A Certificates or Class B Certificates, the percentage
calculated by dividing (a) in the case of a Class of Group I-A Certificates, the
Interest Accrual Amount (determined without regard to clause (ii) of the
definition thereof) and in the case of a Class of Class B Certificates, the
Apportioned Interest Accrual Amount for the Group I Apportioned Principal
Balance of such Class by (b) the Group I Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group I Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group I Class B Percentage: Any one of the Group I Class B-1
Percentage, Group I Class B-2 Percentage, Group I Class B-3 Percentage, Group I
Class B-4 Percentage, Group I Class B-5 Percentage or Group I Class B-6
Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class B-1
Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class
B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I
Class B-5 Prepayment Percentage or Group I Class B-6 Prepayment Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group I Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group I Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group I Subordinated
Prepayment Percentage by either (i) if any Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group I Class B-2 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-2 Percentage for such Distribution Date will be zero.
Group I Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-3 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-3 Percentage for such Distribution Date will be zero.
Group I Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-4 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-4 Percentage for such Distribution Date will be zero.
Group I Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-5 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-5 Percentage for such Distribution Date will be zero.
Group I Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-6 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-6 Percentage for such Distribution Date will be zero.
Group I Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a Net
Mortgage Interest Rate of less than 6.000%.
Group I Interest Accrual Amount: As to any Distribution Date, the
sum of the Group I-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group I Apportioned Principal Balances of the Class B
Certificates.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1A,
F-2 and F-3A attached hereto.
Group I Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group I-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group I Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group I Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group I Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group I
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03, and (iii) all other amounts (including any Insurance Proceeds and
Compensating Interest) with respect to a Group I Mortgage Loan required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by
the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular Group
I Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group I Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
with respect to Group I Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal balance of a
Group I Mortgage Loan substituted for a Group I Mortgage Loan pursuant to
Sections 2.02, 2.03 or 2.06 on or following the Determination Date in the
month in which such Distribution Date occurs and the unpaid principal
balance of such Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group I Mortgage Loan which represents any unpaid Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group I Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be deposited
in the Certificate Account under this Agreement;
(j) Liquidation Profits in respect of Group I Mortgage Loans;
(k) Month End Interest in respect of Group I Mortgage Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group I Mortgage Loans.
Group I Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group I Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group I Scheduled Principal Amount: The sum for each outstanding
Group I Mortgage Loan (including each defaulted Group I Mortgage Loan with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses Iy(i) and Iy(iv) of the definition
of Group I-A Non-PO Optimal Principal Amount, but without such amount being
multiplied by the Group I-A Percentage.
Group I Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group I Pool Balance (Non-PO Portion) over (ii) the Group I-A Non-PO
Principal Balance.
Group I Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group I-A
Prepayment Percentage for such date.
Group I Unscheduled Principal Amount: The sum for each outstanding
Group I Mortgage Loan (including each defaulted Group I Mortgage Loan with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses Iy(ii) and Iy(iii) of the definition
of Group I-A Non-PO Optimal Principal Amount, but without such amount being
multiplied by the applicable Group I-A Prepayment Percentage.
Group II: The Group II Certificates.
Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group II
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group II Mortgage Loans (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group II
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group II Mortgage Loans from the Cut-Off Date
through the end of the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Group II Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group II Mortgage Loans: the product
of (i) the PO Fraction for each such Group II Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group II Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses incurred on such Group II Mortgage Loans
for which Liquidation Proceeds were received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Group II Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group II Apportioned Interest Percentage: As to any Distribution
Date and any Class of Group II-A Certificates or Class B Certificates, the
percentage calculated by dividing (a) in the case of a Class of Group II-A
Certificates, the Interest Accrual Amount and in the case of a Class of Class B
Certificates, the Apportioned Interest Accrual Amount for the Group II
Apportioned Principal Balance of such Class by (b) the Group II Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount).
Group II Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group II Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group II Class B Percentage: Any one of the Group II Class B-1
Percentage, Group II Class B-2 Percentage, Group II Class B-3 Percentage, Group
II Class B-4 Percentage, Group II Class B-5 Percentage or Group II Class B-6
Percentage.
Group II Class B Prepayment Percentage: Any of the Group II Class
B-1 Prepayment Percentage, Group II Class B-2 Prepayment Percentage, Group II
Class B-3 Prepayment Percentage, Group II Class B-4 Prepayment Percentage, Group
II Class B-5 Prepayment Percentage or Group II Class B-6 Prepayment Percentage.
Group II Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group II Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group II Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group II Subordinated
Prepayment Percentage by either (i) if any Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group II Class B-2 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-2 Percentage for such Distribution Date will be zero.
Group II Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-3 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-3 Percentage for such Distribution Date will be zero.
Group II Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-4 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-4 Percentage for such Distribution Date will be zero.
Group II Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-5 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-5 Percentage for such Distribution Date will be zero.
Group II Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-6 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-6 Percentage for such Distribution Date will be zero.
Group II Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a Net
Mortgage Interest Rate of less than 6.500%.
Group II Interest Accrual Amount: As to any Distribution Date, the
sum of the Group II-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group II Apportioned Principal Balances of the Class B
Certificates.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibits
F-1B and F-3B attached hereto.
Group II Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group II Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group II Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group II-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group II Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group II Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group II Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group II
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03 and (iii) all other amounts (including any Insurance Proceeds and
Compensating Interest) with respect to a Group II Mortgage Loan required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group II Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by
the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular Group
II Mortgage Loan which represent (i) the Fixed Retained Yield, if any,
(ii) the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group II Mortgage Loans due after the Due Date occurring in
the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
with respect to Group II Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal balance of a
Group II Mortgage Loan substituted for a Group II Mortgage Loan pursuant
to Sections 2.02, 2.03 or 2.06 on or following the Determination Date in
the month in which such Distribution Date occurs and the unpaid principal
balance of such Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group II Mortgage Loan which represents any unpaid
Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer; (i) all other
amounts permitted to be withdrawn from the Certificate Account in respect
of the Group II Mortgage Loans, to the extent not covered by clauses (a)
through (h) above, or not required to be deposited in the Certificate
Account under this Agreement;
(j) Liquidation Profits in respect of Group II Mortgage Loans;
(k) Month End Interest in respect of Group II Mortgage Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group II Mortgage Loans.
Group II Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group II Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group II Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group II Pool Balance (Non-PO Portion) over (ii) the Group II-A
Non-PO Principal Balance.
Group II Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group II-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1 or Class I-A-PO Certificate.
Group I-A Distribution Amount: As to any Distribution Date and any
Class of Group I-A Certificates (other than the Class I-A-PO Certificates), the
amount distributable to such Class of Group I-A Certificates pursuant to
Paragraphs first Clause (A), second Clause (A) and third Clause (A)(1) of
Section 4.01(a)(i). As to any Distribution Date and the Class I-A-PO
Certificates, the amount distributable to the Class I-A-PO Certificates pursuant
to Paragraphs third Clause (A)(2) and fourth Clause (A) of Section 4.01(a)(i) on
such Distribution Date.
Group I-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Group I-A Certificates with respect
to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group I-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first Clause (A) of Section 4.01(a)(i).
Group I-A Loss Denominator: As to any Determination Date, an amount
equal to the Group I-A Non-PO Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates (other than the Class I-A-PO Certificates), the
percentage calculated by dividing the Principal Balance of such Class by the
Group I-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group I-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group I-A Interest Accrual Amount,
(ii) the Aggregate Group I-A Unpaid Interest Shortfall and (iii) the Group I-A
Non-PO Optimal Principal Amount.
Group I-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group I Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Group I-A Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I-A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group I-A Prepayment Percentage of the Non-PO Recovery for Loan
Group I for such Distribution Date.
Group I-A Non-PO Principal Balance: As of any date, an amount equal
to the Group I-A Principal Balance less the Principal Balance of the Class
I-A-PO Certificates.
Group I-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group I-A Certificates pursuant to Paragraph third Clause (A)(1) of Section
4.01(a)(i).
Group I-A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Group I-A Non-PO Principal Balance
(determined as of the Determination Date preceding such Distribution Date) by
the Group I Pool Balance (Non-PO Portion). As to any Distribution Date occurring
subsequent to the Subordination Depletion Date, 100% or such lesser percentage
which will cause the Group I-A Non-PO Principal Balance to decline to zero
following the distribution made on such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in January 2007, 100%. As to any Distribution
Date subsequent to January 2007 to and including the Distribution Date in
January 2008, the Group I-A Percentage as of such Distribution Date plus 70% of
the Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to January 2008 to and including the Distribution
Date in January 2009, the Group I-A Percentage as of such Distribution Date plus
60% of the Group I Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to January 2009 to and including the
Distribution Date in January 2010, the Group I-A Percentage as of such
Distribution Date plus 40% of the Group I Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to January 2010 to and
including the Distribution Date in January 2011, the Group I-A Percentage as of
such Distribution Date plus 20% of the Group I Subordinated Percentage as of
such Distribution Date. As to any Distribution Date subsequent to January 2011,
the Group I-A Percentage as of such Distribution Date. The foregoing is subject
to the following: (i) if the aggregate distribution to Holders of Group I-A
Certificates on any Distribution Date of the Group I-A Prepayment Percentage
provided above of Unscheduled Principal Receipts distributable on such
Distribution Date would reduce the Group I-A Non-PO Principal Balance below
zero, the Group I-A Prepayment Percentage for such Distribution Date shall be
the percentage necessary to bring the Group I-A Non-PO Principal Balance to zero
and thereafter the Group I-A Prepayment Percentage shall be zero and (ii) if the
Aggregate Class A Percentage as of any Distribution Date is greater than the
Original Aggregate Class A Percentage, the Group I-A Prepayment Percentage for
such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Group I-A Prepayment Percentage described in the second
through sixth sentences of this definition of Group I-A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Group I-A Prepayment Percentage for such Distribution Date will be
determined in accordance with the applicable provision, as set forth in the
first through fifth sentences above, which was actually used to determine the
Group I-A Prepayment Percentage for the Distribution Date occurring in the
January preceding such Distribution Date (it being understood that for the
purposes of the determination of the Group I-A Prepayment Percentage for the
current Distribution Date, the current Group I-A Percentage and Group I
Subordinated Percentage shall be utilized). No reduction in either the Group I-A
Prepayment Percentage or the Group II-A Prepayment Percentage referred to in the
second through sixth sentences hereof or the definition of "Group II-A
Prepayment Percentage" shall be applicable, with respect to any Distribution
Date if (a) the average outstanding principal balance on such Distribution Date
and for the preceding five Distribution Dates on the 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 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 February 2007 and
January 2008 (2) 35% of the Original Class B Principal Balance if such
Distribution Date occurs between and including February 2008 and January 2009,
(3) 40% of the Original Class B Principal Balance if such Distribution Date
occurs between and including February 2009 and January 2010, (4) 45% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including February 2010 and January 2011, and (5) 50% of the Original Class B
Principal Balance if such Distribution Date occurs during or after February
2011. With respect to any Distribution Date on which the Group I-A Prepayment
Percentage is reduced below the Group I-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trustee, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in the preceding sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Group I-A Certificates.
Group I-A Shortfall Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the Class
A Unpaid Interest Shortfall for such Class by the Aggregate Group I-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group II-A Certificate: Any Class II-A-1, Class II-A-2, Class
II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8,
Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-14, Class II-A-R, Class II-A-LR or Class II-A-PO Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates (other than the Class II-A-9, Class II-A-14 and
Class II-A-PO Certificates), the amount distributable to such Class of Group
II-A Certificates pursuant to Paragraphs first Clause (B), second Clause (B) and
third Clause (B)(1) of Section 4.01(a)(i). As to the Accrual Certificates, (a)
as to any Distribution Date prior to the Accretion Termination Date, the amount
distributable to the Accrual Certificates pursuant to the provisos in Paragraphs
first Clause (B) and second Clause (B) of Section 4.01(a)(i) and Paragraph third
Clause (B)(1) of Section 4.01(a)(i) and (b) as to any Distribution Date on or
after the Accretion Termination Date, the amount distributable to the Accrual
Certificates pursuant to Paragraphs first Clause (B), second Clause (B) and
third Clause (B)(1) of Section 4.01(a)(i). As to the Class II-A-14 Certificates,
the amount distributable to such Class pursuant to Paragraphs first Clause (B)
and second Clause (B) of Section 4.01(a)(i). As to any Distribution Date and the
Class II-A-PO Certificates, the amount distributable to the Class II-A-PO
Certificates pursuant to Paragraphs third Clause (B)(2) and fourth Clause (B) of
Section 4.01(a)(i) on such Distribution Date.
Group II-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Group II-A Certificates
with respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group II-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group II-A Certificates, any amount by which the Interest
Accrual Amount of such Class with respect to such Distribution Date exceeds the
amount distributed in respect of such Class on such Distribution Date pursuant
to Paragraph first Clause (B) of Section 4.01(a)(i).
Group II-A Loss Denominator: As to any Determination Date, an amount
equal to the Group II-A Non-PO Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and any
Class of Group II-A Certificates (other than the Class II-A-PO Certificates),
the percentage calculated by dividing the Principal Balance of such Class by the
Group II-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group II-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group II-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group II-A Interest Accrual Amount,
(ii) the Aggregate Group II-A Unpaid Interest Shortfall and (iii) the Group II-A
Non-PO Optimal Principal Amount.
Group II-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group II Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Group II-A Percentage of the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group II-A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Group II-A Prepayment Percentage of the Non-PO Recovery for Loan
Group II for such Distribution Date.
Group II-A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Group II-A
Certificates pursuant to Paragraph third Clause (B)(1) of Section 4.01(a)(i).
Group II-A Non-PO Principal Balance: As of any date, an amount equal
to the Group II-A Principal Balance less the Principal Balance of the Class
II-A-PO Certificates.
Group II-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the Accrual Distribution Amount, if any, with
respect to such Distribution Date of the Accrual Certificates and (ii) the Group
II-A Non-PO Principal Amount with respect to such Distribution Date.
Group II-A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Group II-A Non-PO Principal Balance
(determined as of the Determination Date preceding such Distribution Date) by
the Group II Pool Balance (Non-PO Portion). As to any Distribution Date
occurring subsequent to the Subordination Depletion Date, 100% or such lesser
percentage which will cause the Group II-A Non-PO Principal Balance to decline
to zero following the distribution made on such Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in January 2007, 100%. As to any Distribution
Date subsequent to January 2007 to and including the Distribution Date in
January 2008, the Group II-A Percentage as of such Distribution Date plus 70% of
the Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to January 2008 to and including the Distribution
Date in January 2009, the Group II-A Percentage as of such Distribution Date
plus 60% of the Group II Subordinated Percentage as of such Distribution Date.
As to any Distribution Date subsequent to January 2009 to and including the
Distribution Date in January 2010, the Group II-A Percentage as of such
Distribution Date plus 40% of the Group II Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to January 2010 to and
including the Distribution Date in January 2011, the Group II-A Percentage as of
such Distribution Date plus 20% of the Group II Subordinated Percentage as of
such Distribution Date. As to any Distribution Date subsequent to January 2011,
the Group II-A Percentage as of such Distribution Date. The foregoing is subject
to the following: (i) if the aggregate distribution to Holders of Group II-A
Certificates on any Distribution Date of the Group II-A Prepayment Percentage
provided above of Unscheduled Principal Receipts distributable on such
Distribution Date would reduce the Group II-A Non-PO Principal Balance below
zero, the Group II-A Prepayment Percentage for such Distribution Date shall be
the percentage necessary to bring the Group II-A Non-PO Principal Balance to
zero and thereafter the Group II-A Prepayment Percentage shall be zero and (ii)
if the Aggregate Class A Percentage as of any Distribution Date is greater than
the Original Aggregate Class A Percentage, the Group II-A Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Group II-A Prepayment Percentage described in the second
through sixth sentences of this definition of Group II-A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Group II-A Prepayment Percentage for such Distribution Date will be
determined in accordance with the applicable provision, as set forth in the
first through fifth sentences above, which was actually used to determine the
Group II-A Prepayment Percentage for the Distribution Date occurring in the
January preceding such Distribution Date (it being understood that for the
purposes of the determination of the Group II-A Prepayment Percentage for the
current Distribution Date, the current Group II-A Percentage and Group II
Subordinated Percentage shall be utilized). No reduction in either the Group I-A
Prepayment Percentage or the Group II-A Prepayment Percentage referred to in the
second through sixth sentences hereof or the definition of "Group I-A Prepayment
Percentage" shall be applicable, with respect to any Distribution Date if (a)
the average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates on 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 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 February 2007 and January 2008
(2) 35% of the Class B Principal Balance if such Distribution Date occurs
between and including February 2008 and January 2009, (3) 40% of the Original
Class B Principal Balance if such Distribution Date occurs between and including
February 2009 and January 2010, (4) 45% of the Class B Principal Balance if such
Distribution Date occurs between and including February 2010 and January 2011,
and (5) 50% of the Original Class B Principal Balance if such Distribution Date
occurs during or after February 2011. With respect to any Distribution Date on
which the Group II-A Prepayment Percentage is reduced below the Group II-A
Prepayment Percentage for the prior Distribution Date, the Master Servicer shall
certify to the Trustee, based upon information provided by each Servicer as to
the Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the [Group II-A Certificates].
Group II-A Shortfall Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Group II-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group A Non-PO Principal Balance: Any of the Group I-A Non-PO
Principal Balance and Group II-A Non-PO Principal Balance.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
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 II-A-14, Class I-A-PO and Class
II-A-PO Certificates), (i) the product of (a) 1/12th of the Class A Pass-Through
Rate for such Class and (b) the Principal Balance of such Class as of the
Determination Date immediately preceding such Distribution Date minus (ii) the
sum of (A) the Group I-A Interest Percentage or Group II-A Interest Percentage
of the interest portion of any Realized Losses allocated to the Group I-A
Certificates or to the Group II-A Certificates, as applicable, on or after the
Subordination Depletion Date pursuant to Section 4.02(c) and (B) the Class A
Interest Percentage of such Class of any Non-Supported Interest Shortfall or
Relief Act Shortfall allocated to the Class A Certificates with respect to such
Distribution Date. As to any Distribution Date and the Class II-A-14
Certificates, the Class II-A-14 Interest Accrual Amount. The Class I-A-PO and
Class II-A-PO Certificates have no Interest Accrual Amount.
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 any Non-Supported Interest Shortfall and any Relief Act Shortfall allocated
to the Class B Certificates with respect to such Distribution Date.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month U.S. dollar deposits, as
determined by the Trustee on the related Rate Determination Date in accordance
with Section 4.07.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and Charlotte, North Carolina.
LIBOR Certificates: Any of the Class II-A-13 and Class II-A-14
Certificates.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group: Any of Loan Group I or Loan Group II.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(iii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the insurance policies,
if any, relating to a Mortgage Loan and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Xxxxx Fargo Bank Minnesota, National Association,
or its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.22.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of January 29, 2002 between WFHM, as seller, and the Seller,
as purchaser.
Mortgage Loan Rider: The standard Xxxxxx Xxx/Xxxxxxx Mac riders to
the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is
a condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1A, F-1B, F-2, F-3A and F-3B, which list may be amended
following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Sections 2.02, 2.03 or 2.06 and which list shall set forth at a
minimum the following information of the close of business on the Cut-Off Date
(or, with respect to Substitute Mortgage Loans, as of the close of business on
the day of substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield Rate, if applicable; and
(xvi) for each Other Servicer Mortgage Loan, the name of the
Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Sections 2.02, 2.03 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 Servicing Fee Rate, as set forth in Section 11.21 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.22 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Group I or Group II Mortgage
Loan, the lesser of (i) 1.00 and (ii) the quotient obtained by dividing the Net
Mortgage Interest Rate for such Mortgage Loan by 6.000% or 6.500%, respectively.
Non-PO Recovery: As to any Distribution Date and each Loan Group,
the amount of all Recoveries for Group I Mortgage Loans or Group II Mortgage
Loans, as applicable, received during the Applicable Unscheduled Principal
Receipt Periods for such Distribution Date less the Class I-A-PO Recovery or
Class II-A-PO Recovery, as applicable, for such Distribution Date.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer or delivered to the Trustee, in each case detailing the reasons for
such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the sum of (i) the excess, if any, of the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating Interest with
respect to such Distribution Date and (ii) Curtailment Interest Shortfalls with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Subordination Depletion Date, the Non-Supported
Interest Shortfall determined pursuant to the preceding sentence will be
increased by the amount of any Subordination Depletion Date Interest Shortfall
for such Distribution Date. Any Non-Supported Interest Shortfall will be
allocated to (a) the Group I-A Certificates and Group II-A Certificates
according to the percentage obtained by dividing the Group I-A Non-PO Principal
Balance or Group II-A Non-PO Principal Balance, as applicable, by the Aggregate
Non-PO Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the Aggregate
Non-PO Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Notional Amount: As to any Distribution Date, an amount equal to the
Principal Balance of the Class II-A-13 Certificates.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Aggregate Class A Percentage: The Aggregate Class A
Percentage as of the Cut-Off Date as set forth in Section 11.07(b).
Original Aggregate Non-PO Principal Balance: The Aggregate Non-PO
Principal Balance as of the Cut-Off Date, as set forth in Section 11.06.
Original Aggregate Subordinate Percentage: The Aggregate Subordinate
Percentage as of the Cut-Off Date, as set forth in Section 11.07(a).
Original Group I Subordinated Principal Balance: The aggregate of
the Group I Apportioned Principal Balances of the Class B Certificates as of the
Cut-Off Date, as set forth in Section 11.09.
Original Group II Subordinated Principal Balance: The aggregate of
the Group II Apportioned Principal Balances of the Class B Certificates as of
the Cut-Off Date, as set forth in Section 11.10.
Original Group I-A Percentage: The Group I-A Percentage as of the
Cut-Off Date, as set forth in Section 11.03.
Original Group II-A Percentage: The Group II-A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.08.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-1 Fractional Interest is specified in Section 11.12.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-2 Fractional Interest
is specified in Section 11.13.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-3 Fractional Interest is specified in Section 11.14.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-4 Fractional Interest
is specified in Section 11.15.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance. The Original Class
B-5 Fractional Interest is specified in Section 11.16.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Notional Amount: The Original Notional Amount, as set forth
in Section 11.05(a).
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.11.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any of the Group I Mortgage Loans, if
any, identified in Exhibit F-3A hereto and any of the Group II Mortgage Loans
identified in Exhibit F-3B 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 Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the Unscheduled Principal Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other
than Class II-A-14 Certificates), the undivided percentage interest obtained by
dividing the original principal balance of such Certificate by the Original
Principal Balance of such Class of Class A Certificates. With respect to a Class
II-A-14 Certificate, the undivided percentage interest obtained by dividing the
original notional amount evidenced by such Certificate by the Original Notional
Amount of such Class. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): Any of the Group I Pool Balance
(Non-PO Portion) or Group II Pool Balance (Non-PO Portion).
Pool Scheduled Principal Balance: The sum of the Group I Pool
Scheduled Principal Balance and Group II Pool Scheduled Principal Balance.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Distribution Date Occurring In Prepayment
------------------------------ Shift
Percentage
----------
February 2002 through January 2007............................ 0%
February 2007 through January 2008............................. 30%
February 2008 through January 2009............................. 40%
February 2009 through January 2010............................. 60%
February 2010 through January 2011............................. 80%
February 2011 and thereafter................................... 100%
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 II-A-14 Certificates), the
Original Principal Balance of such Class. As of any subsequent Determination
Date prior to the Subordination Depletion Date and as to any Class of Class A
Certificates (other than the Class I-A-PO and Class II-A-PO Certificates), the
Original Principal Balance of such Class (increased in the case of the Accrual
Certificates by the Accrual Distribution Amounts with respect to prior
Distribution Dates for such Class of Accrual Certificates) less the sum of all
amounts previously distributed in respect of such Class on prior Distribution
Dates (i) pursuant to Paragraph third clauses (A)(1) and (B)(1) of Section
4.01(a)(i), as applicable, (ii) pursuant to Clause (iii) of Section 4.01(b),
(iii) as a result of a Principal Adjustment and (iv), if applicable, from the
Accrual Distribution Amounts for such prior Distribution Dates. After the
Subordination Depletion Date, each such Principal Balance of a Class of Class A
Certificates (other than the Class I-A-PO and Class II-A-PO Certificates) will
also be reduced (if clause (i) is greater than clause (ii)) or increased (if
clause (i) is less than clause (ii)) on each Determination Date by an amount
equal to the product of the Group I-A Loss Percentage or Group II-A Loss
Percentage, as applicable, of such Class and the difference, if any, between (i)
the Group I Non-PO Principal Balance or Group II Non-PO Principal Balance, as
applicable, as of such Determination Date without regard to this sentence and
(ii) the difference between (A) the Group I Adjusted Pool Amount or Group II
Adjusted Pool Amount, as applicable, for the preceding Distribution Date and (B)
the Group I Adjusted Pool Amount (PO Portion) or Group II Adjusted Pool Amount
(PO Portion), as applicable, for the preceding Distribution Date.
The Class II-A-14 Certificates are interest only Certificates and
have no Principal Balance.
As of any subsequent Determination Date prior to the Subordination
Depletion Date and as to the Class I-A-PO and Class II-A-PO Certificates, the
Original Principal Balance of such Class less the sum of all amounts previously
distributed in respect of the Class I-A-PO Certificates on prior Distribution
Dates pursuant to Paragraphs third clause (A)(2) and fourth Clause (A) of
Section 4.01(a)(i), or all amounts previously distributed in respect of the
Class II-A-PO Certificates on prior Distribution Dates pursuant to Paragraphs
third clause (B)(2) and fourth Clause (B) of Section 4.01(a)(i), as applicable.
After the Subordination Depletion Date, the Group I Adjusted Pool Amount (PO
Portion) or Group II Adjusted Pool Amount (PO Portion), as applicable, for the
preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class will
be increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance (plus any Accrual Distribution
Amounts previously added to the Principal Balance of the Accrual Certificates)
less all amounts previously distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph third Clauses (A)(1) or (B)(1) of
Section 4.01(a)(i), Paragraph third Clauses (A)(2) or (B)(2) of Section
4.01(a)(i), or Paragraphs third, sixth, ninth, twelfth, fifteenth or eighteenth
of Section 4.01(a)(ii).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date, the lesser of (i) the
Principal Balance of the Class II-A-10 Certificates and (ii) the sum of (A) the
product of (1) the Priority Percentage, (2) the Shift Percentage and (3) the
Group II Scheduled Principal Amount and (B) the product of (1) the Priority
Percentage, (2) the Prepayment Shift Percentage and (3) the Group II Unscheduled
Principal Amount.
Priority Percentage: The Principal Balances of the Class II-A-10
Certificates divided by the Group II Aggregate Non-PO Principal Balance.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated December 17, 2001 as supplemented
by the prospectus supplement dated January 22, 2002, relating to the Class A,
Class B-1, Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day preceding the 25th day of
the month preceding the month in which such Distribution Date occurs.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates are Fitch and
S&P. The Rating Agency for the 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 Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean F-1+ in the
case of Fitch, A-1 in the case of S&P and in the case of any other Rating Agency
shall mean its equivalent of such ratings. References herein to the highest
long-term rating categories of a Rating Agency shall mean AAA in the case of
Fitch and S&P, and in the case of any other Rating Agency shall mean its
equivalent of such ratings without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on Liquidated Loans for which the Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts with respect to such
Distribution Date and (ii) Bankruptcy Losses incurred during the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the month
of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Reference Banks: Initially, the Reference Banks shall be Deutsche
Bank International, Bank of America, N.A., Citibank, N.A., and The Fuji Bank,
Limited. If any of these banks are not available, the Trustee shall select from
one of the following banks a substitute Reference Bank: Credit Suisse First
Boston Corporation, Westdeutsche Landesbank Girozentrale, The Chase Manhattan
Bank or National Westminster Bank Plc. If any of these banks are not available,
the Trustee shall in its discretion select another Reference Bank.
Relief Act Shortfall: Any interest shortfalls arising as a result of
the reduction in the amount of monthly interest payments on any Mortgage Loans
as a result of the application of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended. Any Relief Act Shortfall will be allocated to (a) the Group
I-A Certificates and Group II-A Certificates according to the percentage
obtained by dividing the Group I-A Non-PO Principal Balance or Group II-A Non-PO
Principal Balance, as applicable, by the Aggregate Non-PO Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the Aggregate Non-PO Principal Balance.
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Xxxxx Fargo Asset Securities Corporation, or its successor
in interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of WFHM, SunTrust Mortgage, Inc., HomeSide Lending,
Inc., HSBC Mortgage Corporation (USA), Hibernia National Bank, Chevy Chase Bank,
F.S.B., National City Mortgage Co., CUNA Mutual Mortgage Corporation, First
Nationwide Mortgage Corporation and Navy Federal Credit Union, as a Servicer
under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.21.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Shift
Percentage
February 2002 through January 2007............................ 0%
February 2007 and thereafter.................................. 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.20.
S&P: Standard and Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
Startup Day: As defined in Section 2.05.
Subordination Depletion Date: The Distribution Date preceding the
first Distribution Date on which each of the Group I-A Percentage and Group II-A
Percentage (in each case, determined pursuant to clause (ii) of the definition
thereof) equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Subordination Depletion Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled Principal Receipt is
received by the Servicer on or after the Determination Date in the month
preceding the month of such Distribution Date but prior to the first day of the
month of such Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month preceding the month of such
Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer during the month preceding the month of such
Distribution Date, the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the Servicer through
the last day of the month in which such Unscheduled Principal Receipt is
received.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trustee, to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Union National Bank, a national banking association
with its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
Type 1 Mortgage Loan: Any of the Group I Mortgage Loans identified
in Exhibit F-1A hereto and any of the Group II Mortgage Loans identified in
Exhibit F-1B hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Mid-Month Receipt Period with respect
to all types of Unscheduled Principal Receipts.
Type 2 Mortgage Loan: Any of the Group I 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, serviced under
the WFHM Servicing Agreement and having a Prior Month Receipt Period with
respect to all types of Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class A-L1 Interest,
the Class A-L2 Interest, the Class A-L11 Interest, the Class A-L13 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 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 II-A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class II-A-14 Certificates
will be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Group I-A
Principal Balance, the Group II-A Principal Balance and the Class B Principal
Balance. Each Certificateholder of a Class will have a Voting Interest equal to
the product of the Voting Interest to which such Class is collectively entitled
and the Percentage Interest in such Class represented by such Holder's
Certificates. With respect to any provisions hereof providing for action,
consent or approval of each Class of Certificates or specified Classes of
Certificates, each Certificateholder of a Class will have a Voting Interest in
such Class equal to such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
WFHM: Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.
WFHM Correspondents: The entities listed on the Mortgage Loan
Schedule, from which WFHM purchased the Mortgage Loans.
WFHM Servicing Agreement: The Servicing Agreement providing for the
servicing of the Type 1 Mortgage Loans and Type 2 Mortgage Loans initially by
WFHM.
SECTION 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by WFHM or the applicable WFHM
Correspondent to be a true and complete copy of the document sent for recording,
and the Seller shall use its best efforts to cause each such original recorded
document or certified copy thereof to be delivered to the Trustee promptly
following its recordation, but in no event later than one (1) year following the
Closing Date. If any Mortgage has been recorded in the name of Mortgage
Electronic Registration System, Inc. ("MERS") or its designee, no assignment of
Mortgage in favor of the Trustee will be required to be prepared or delivered
and instead, the Master Servicer shall take all actions as are necessary to
cause the Trust Estate to be shown as the owner of the related Mortgage Loan on
the records of MERS for the purpose of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. The Seller shall also
cause to be delivered to the Trustee any other original mortgage loan document
to be included in the Owner Mortgage Loan File if a copy thereof has been
delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trustee within one (1) year following the Closing Date any
original Mortgage or assignment of a Mortgage (except with respect to any
Mortgage recorded in the name of MERS) not delivered to the Trustee on the
Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, if (i) with respect to
a particular state the Trustee has received an Opinion of Counsel acceptable to
it that such recording is not required to make the assignment effective against
the parties to the Mortgage or subsequent purchasers or encumbrancers of the
Mortgaged Property or (ii) the Seller has been advised by each Rating Agency
that non-recordation in a state will not result in a reduction of the rating
assigned by that Rating Agency at the time of the initial issuance of the
Certificates. In the event that the Master Servicer receives notice that
recording is required to protect the right, title and interest of the Trustee in
and to any such Mortgage Loan for which recordation of an assignment has not
previously been required, the Master Servicer shall promptly notify the Trustee
and the Trustee shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trustee) of its
receipt of such notice deliver each previously unrecorded assignment to the
related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUSTEE.
The Trustee, acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments (unless the related Mortgage has been registered in
the name of MERS or its designee) and other documents required to be delivered
on the Closing Date pursuant to Section 2.01 above and declares that it holds
and will hold such documents and the other documents constituting a part of the
Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set
forth, for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate, 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 Trustee and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited
in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the month of substitution shall not be part of the Trust
Estate. Upon receipt by the Trustee of written notification of any such deposit
signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the
case may be, the Trustee shall release to the Seller the related Owner Mortgage
Loan File and shall execute and deliver such instrument of transfer or
assignment (or, in the case of a Mortgage Loan registered in the name of MERS or
its designee, the Master Servicer shall take all necessary action to reflect
such assignment on the records of MERS), in each case without recourse, as shall
be necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trustee on behalf of the
Certificateholders. The failure of the Trustee to give any notice contemplated
herein within forty-five (45) days after the execution of this Agreement shall
not affect or relieve the Seller's obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02.
The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee, in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER
AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller has
full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii)Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the Seller's
knowledge, the Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii)Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac,
issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be
in full force and effect and inure to the benefit of the Trustee, no
claims have been made under such mortgagee title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such
mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the outstanding principal
balance of the Mortgage Loan, but in no event less than the minimum amount
necessary to fully compensate for any damage or loss on a replacement cost
basis; if the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii)To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii)Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv)With respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Xxxxxx Xxx or Xxxxxxx Mac
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated; and
(xxvi)If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, (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 II-A-R and Class II-A-LR Certificates) and the Classes of
Class B Certificates as classes of "regular interests" and the Class II-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-L11 Interest, Class A-L13 Interest, Class A-LPO Interest, Class A-LUR
Interest, Class B-L1 Interest, Class B-L2 Interest, Class II-B-L3 Interest,
Class II-B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest as classes
of "regular interests" and the Class II-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 February
25, 2032 for purposes of Code Section 860G(a)(1).
SECTION 2.06 OPTIONAL SUBSTITUTION OF MORTGAGE LOANS.
During the three-month period beginning on the Startup Date, the
Seller shall have the right, but not the obligation, in its sole discretion for
any reason, to substitute for any Group I or Group II Mortgage Loan a Substitute
Mortgage Loan meeting the requirements of Section 2.02. Any such substitution
shall be carried out in the manner described in Section 2.02. The Substitution
Principal Amount, if any, plus accrued interest thereon and the other amounts
referred to in Section 2.02, shall be deposited in the Certificate Account.
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements, and shall, in addition, deposit
into the Certificate Account the following amounts, in the case of amounts
specified in clause (i), not later than the Distribution Date on which such
amounts are required to be distributed to Certificateholders and, in the case of
the amounts specified in clause (ii), not later than the Business Day next
following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Sections 2.02, 2.03 or 3.08 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 2.06, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee
for any Periodic Advances determined in good faith to have become
Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee
(or, in certain cases, the Seller) for expenses incurred by it (including
taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(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 TRUSTEE.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of WFHM or such Other Servicer, as the case may be, (ii) the amount
actually advanced by WFHM or such Other Servicer, (iii) the amount that the
Trustee or Master Servicer is required to advance hereunder and (iv) whether the
Master Servicer has determined that it reasonably believes that such Periodic
Advance is a Nonrecoverable Advance. Amounts advanced by the Trustee or Master
Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trustee will be obligated to make a Periodic Advance that it reasonably
believes to be a Nonrecoverable Advance. The Trustee may conclusively rely for
any determination to be made by it hereunder upon the determination of the
Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trustee that such failure has occurred.
Upon receipt of such certification, the Trustee shall advance such funds and
take such steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
SECTION 3.04 TRUSTEE TO COOPERATE; RELEASE OF OWNER MORTGAGE LOAN
FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trustee and the Trustee shall, within five Business Days, release
the related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer
pursuant to clause (ii) of the preceding paragraph, the Trustee shall execute
and deliver to the Master Servicer or such Servicer, as directed by the Master
Servicer, court pleadings, requests for trustee's sale or other documents
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. Each such certification shall
include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE; ANNUAL COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current Xxxxxx Xxx monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE
LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of a REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS; MODIFICATION OF
STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c) (i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing
the applicable Remittance Date to the 18th day of each month (or if such day is
not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an amendment
to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
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 and the Certificateholders' reliance on the
Master Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Upper-Tier REMIC or the
Lower-Tier REMIC of REMIC status for federal income tax purposes or (iii) the
imposition of any Prohibited Transaction Tax or any federal taxes on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer
shall have full power and authority in its sole discretion to take any action
with respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Master Servicer, such modification shall
be construed as a substitution of the modified Mortgage Loan for the Mortgage
Loan originally deposited in the Trust Estate if it would be a "significant
modification" within the meaning of Section 1.860G-2(b) of the regulations of
the U.S. Department of the Treasury. No modification shall be approved unless
(i) the modified Mortgage Loan would qualify as a Substitute Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs more than
three months after the Closing Date and is not the result of a default or a
reasonably foreseeable default under the Mortgage Loan, there is delivered to
the Trustee an Opinion of Counsel (at the expense of the party seeking to modify
the Mortgage Loan) to the effect that such modification would not be treated as
giving rise to a new debt instrument for federal income tax purposes as
described in the preceding sentence; provided, however, that no such Opinion of
Counsel need be delivered if the sole purpose of the modification is to reduce
the Monthly Payment on a Mortgage Loan as a result of a Curtailment such that
the Mortgage Loan is fully amortized by its original maturity date.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall have a limited option to repurchase any defaulted
Mortgage Loan or REO Mortgage Loan during the following time periods: (i)
beginning on the first day of the second month following the month in which the
Master Servicer has reported that a Servicer has initiated foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with such repurchase
option expiring on the last day of such second following month; (ii) beginning
on the first day of the second month following the month in which the Master
Servicer has reported that such defaulted Mortgage Loan has become an REO
Mortgage Loan, with such repurchase option expiring on the last day of such
second following month; and (iii) beginning on the day on which a Servicer
accepts a contractual commitment by a third party to purchase the Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage Loan, with such
repurchase option expiring on the earlier of the last day of the month in which
such contractual commitment was accepted by the Servicer or the day immediately
prior to the day on which the closing occurs with respect to such third party
purchase of the Mortgaged Property related to the defaulted Mortgage Loan or REO
Mortgage Loan. The Seller shall be entitled to repurchase at its option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b) of the
Mortgage Loan Purchase Agreement, WFHM requests the Seller to repurchase and to
sell to WFHM to facilitate the exercise of WFHM's rights against the originator
or a prior holder of such Mortgage Loan. The purchase price for any Mortgage
Loan repurchased pursuant to this paragraph shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate for such Mortgage Loan, through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Master Servicer shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian, if any, shall promptly release
to the Seller the Owner Mortgage Loan File relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) WFHM fails to make any advance, as a consequence of which the Trustee
is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee
provides WFHM written notice of the failure to make such advance and such
failure shall continue unremedied for a period of 15 days after receipt of such
notice, the Trustee shall terminate the WFHM Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class B-1, Class B-2 and Class B-3 Certificates pursuant to the Securities
Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
(a) On each Distribution Date, the Group I Pool Distribution Amount
and the Group II Pool Distribution Amount will be applied in the following
amounts, to the extent the Group I Pool Distribution Amount and the Group II
Pool Distribution Amount are sufficient therefor, in the manner and in the order
of priority as follows, subject to adjustment in accordance with Section
4.01(b)(iii) below:
(i) with respect to the Group I-A Certificates and the Group II-A
Certificates, from the Group I Pool Distribution Amount and the Group II
Pool Distribution Amount, respectively, as follows:
first, (A) to the Classes of Group I-A Certificates, pro rata, based
upon their respective Interest Accrual Amounts, in an aggregate
amount up to the Group I-A Interest Accrual Amount with respect to
such Distribution Date or (B) to the Classes of Group II-A
Certificates, pro rata, based upon their respective Interest Accrual
Amounts, in an aggregate amount up to the Group II-A Interest
Accrual Amount with respect to such Distribution Date; provided that
prior to the Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of interest
to the Accrual Certificates pursuant to this provision will instead
be distributed in reduction of the Principal Balances of certain
Classes of Group II-A Certificates, in each case in accordance with
Section 4.01(b);
second, (A) to the Classes of Group I-A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in
an aggregate amount up to the Aggregate Class A Unpaid Interest
Shortfall or (B) to the Classes of Group II-A Certificates, pro
rata, based upon their respective Class A Unpaid Interest
Shortfalls, in an aggregate amount up to the Aggregate Group II-A
Unpaid Interest Shortfall; provided that prior to the Accretion
Termination Date, an amount equal to the amount that would otherwise
be distributable in respect of unpaid interest shortfalls to the
Accrual Certificates pursuant to this provision will instead be
distributed in reduction of the Principal Balances of certain
Classes of Group II-A Certificates, in each case in accordance with
Section 4.01(b);
third, (A) concurrently, to the Group I-A Certificates (other than
the Class I-A-PO Certificates) and the Class I-A-PO Certificates,
pro rata, based on their respective Group I-A Non-PO Optimal
Principal Amount and Class I-A-PO Optimal Principal Amount, (1) to
the Classes of Group I-A Certificates (other than the Class I-A-PO
Certificates), in an aggregate amount up to the Group I-A Non-PO
Optimal Principal Amount, such distribution to be allocated among
such Classes in accordance with Section 4.01(b)(i) or Section
4.01(c), as applicable, and (2) to the Class I-A-PO Certificates in
an amount up to the Class I-A-PO Optimal Principal Amount; or (B)
concurrently, to the Group II-A Certificates (other than the Class
II-A-PO Certificates) and the Class II-A-PO Certificates, pro rata,
based on their respective Group II-A Non-PO Optimal Principal Amount
and Class II-A-PO Optimal Principal Amount, (1) to the Classes of
Group II-A Certificates (other than the Class II-A-PO Certificates),
in an aggregate amount up to the Group II-A Non-PO Optimal Principal
Amount, such distribution to be allocated among such Classes in
accordance with Section 4.01(b)(ii) or Section 4.01(c), as
applicable, and (2) to the Class II-A-PO Certificates in an amount
up to the Class II-A-PO Optimal Principal Amount;
fourth, (A) to the Class I-A-PO Certificates in an amount up to the
Class I-A-PO Deferred Amount from amounts otherwise distributable
(without regard to this Clause (i) Paragraph fourth) first to the
Class B-6 Certificates pursuant to Clause (ii) Paragraph eighteenth,
below, second to the Class B-5 Certificates pursuant to Clause (ii)
Paragraph fifteenth, below, third to the Class B-4 Certificates
pursuant to Clause (ii) Paragraph twelfth, below, fourth to the
Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth
below, fifth to the Class B-2 Certificates pursuant to Clause (ii)
Paragraph sixth below, and sixth to the Class B-1 Certificates
pursuant to Clause (ii) Paragraph third below or (B) to the Class
II-A-PO Certificates in an amount up to the Class II-A-PO Deferred
Amount from amounts otherwise distributable (without regard to this
Clause (i) Paragraph fourth) first to the Class B-6 Certificates
pursuant to Clause (ii) Paragraph eighteenth, below, second to the
Class B-5 Certificates pursuant to Clause (ii) Paragraph fifteenth,
below, third to the Class B-4 Certificates pursuant to Clause (ii)
Paragraph twelfth, below, fourth to the Class B-3 Certificates
pursuant to Clause (ii) Paragraph ninth below, fifth to the Class
B-2 Certificates pursuant to Clause (ii) Paragraph sixth below, and
sixth to the Class B-1 Certificates pursuant to Clause (ii)
Paragraph third below; provided, however, to the extent necessary to
reduce the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount to zero, any amounts otherwise distributable to a Class of
Class B Certificates will be allocated pro rata between the Class
I-A-PO Deferred Amount and the Class II-A-PO Deferred Amount; and
(ii) to the Class B Certificates, from the Group I Pool Distribution
Amount and Group II Pool Distribution Amount, subject to Section
4.01(b)(iii), as follows:
first, to the Class B-1 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-1 Certificates with respect
to such Distribution Date;
second, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
third, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Clause
(ii) Paragraph third will be reduced by the amount, if any, that
would have been distributable to the Class B-1 Certificates
hereunder used to pay the Class I-A-PO Deferred Amount and Class
II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
fourth, to the Class B-2 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect
to such Distribution Date;
fifth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
sixth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Clause
(ii) Paragraph sixth will be reduced by the amount, if any, that
would have been distributable to the Class B-2 Certificates
hereunder used to pay the Class I-A-PO Deferred Amount and Class
II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
seventh, to the Class B-3 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect
to such Distribution Date;
eighth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
ninth, to the Class B-3 Certificates in an amount up to the Class
B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Clause
(ii) Paragraph ninth will be reduced by the amount, if any, that
would have been distributable to the Class B-3 Certificates
hereunder used to pay the Class I-A-PO Deferred Amount and Class
II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
tenth, to the Class B-4 Certificates in an amount up to the Interest
Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
eleventh, to the Class B-4 Certificates in an amount up to the Class
B-4 Unpaid Interest Shortfall;
twelfth, to the Class B-4 Certificates in an amount up to the Class
B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Clause
(ii) Paragraph twelfth will be reduced by the amount, if any, that
would have been distributable to the Class B-4 Certificates
hereunder used to pay the Class I-A-PO Deferred Amount and Class
II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
thirteenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect
to such Distribution Date;
fourteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
fifteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-5 Certificates pursuant to this
Clause (ii) Paragraph fifteenth will be reduced by the amount, if
any, that would have been distributable to the Class B-5
Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i)
Paragraph fourth above;
sixteenth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect
to such Distribution Date;
seventeenth, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
eighteenth, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-6 Certificates pursuant to this
Clause (ii) Paragraph eighteenth will be reduced by the amount, if
any, that would have been distributable to the Class B-6
Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i)
Paragraph fourth above; and
nineteenth, to the Holder of the Class II-A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the
Holder of the Class II-A-LR Certificate, any amounts remaining in
the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or
notional amount of any Class (other than the Class II-A-R or Class II-A-LR
Certificate) has been reduced to zero, such Class will be entitled to no further
distributions of principal or interest (including, without limitation, any
Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class I-A-PO
and Class II-A-PO Certificates) and any Class of Class B Certificates with a
lower numerical designation pro rata based on their outstanding Principal
Balances.
(iii) Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest shall receive distributions in respect of interest (or in
the case of the Class A-L2 Interest, with respect to the Accrual Certificates,
shall have such amounts added to its Principal Balance) 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 or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest shall
be 6.000%. The pass-through rate with respect to the Class A-L2 Interest and
Class A-LUR Interest shall be 6.500% per annum. The pass-through rate with
respect to the Class A-L11 Interest shall be 6.250%. The pass-through rate with
respect to the Class A-L13 Interest shall be 8.500%. The pass-through rate with
respect to the Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest,
Class B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest shall be equal
to the Class B Pass-Through Rate. The Class A-LPO Interest is a principal-only
interest and is not entitled to distributions of interest. Any Non-Supported
Interest Shortfalls and Relief Act Shortfalls will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
(b) The Class II-A-14 Certificates are interest-only Certificates
and are not entitled to distributions in respect of principal.
Group I-A Certificates
On each Distribution Date occurring prior to the Subordination
Depletion Date, the Group I-A Non-PO Principal Distribution Amount will be
distributed in reduction of the Principal Balance of the Class I-A-1
Certificates.
Group II-A Certificates
On each Distribution Date occurring prior to the Accretion
Termination Date for the Class II-A-9 Certificates, the Accrual Distribution
Amount will be distributed sequentially to the Class II-A-8 and Class II-A-9
Certificates.
On each Distribution Date occurring prior to the Subordination
Depletion Date, the Group II-A Non-PO Principal Amount will be allocated among
and distributed in reduction of the Principal Balances of the Classes of Group
II-A Certificates (other than the Class II-A-PO Certificates) sequentially, as
follows:
first, concurrently, to the Class II-A-R and Class II-A-LR
Certificates, pro rata;
second, to the Class II-A-10 Certificates, up to the Priority Amount
for such Distribution Date;
third, concurrently, until the Principal Balances of the Class
II-A-1, Class II-A-11 Class II-A-12 and Class II-A-13 Certificates have
been reduced to zero as follows:
(i) 97.1315671149%, concurrently, to the Class II-A-1, Class II-A-11
Class II-A-12 and Class II-A-13 Certificates, pro rata; and
(ii) 2.8684328851%, to the Class II-A-7 Certificates;
fourth, concurrently, as follows:
(i) 93.2622273729%, concurrently, to the Class II-A-2 and Class
II-A-7 Certificates, pro rata; and
(ii) 6.7377726271%, sequentially, to the Class II-A-3, Class II-A-4,
Class II-A-5 and Class II-A-6 Certificates; and
fifth, sequentially, to the Class II-A-8, Class II-A-9 and Class
II-A-10 Certificates.
(iii) Notwithstanding the foregoing, (X) on any Distribution Date
occurring prior to the Subordination Depletion Date but on or after the date on
which the Principal Balances of the Group I-A Certificates (other than the Class
I-A-PO Certificates) or the Principal Balances of the Group II-A Certificates
(other than the Class II-A-PO Certificates) have been reduced to zero and on
which (a) the Aggregate Subordinate Percentage for such Distribution Date is
less than 2.85% or (b) the average outstanding principal balance of the Mortgage
Loans delinquent 60 days or more over the preceding six months as a percentage
of the Class B Principal Balance is greater than or equal to 100%, the remaining
Group of Class A Certificates (other than the Class A-PO Certificates) will be
entitled to receive as principal, in addition to any principal payments
described in Section 4.01(a) above, in accordance with the priorities set forth
in Section 4.01(b)(i) or (ii) above and until the aggregate Principal Balance of
each such Group of Class A Certificates has been reduced to zero, amounts
otherwise distributable (without regard to this Clause (iii)) first to the Class
B-6 Certificates pursuant to Paragraph eighteenth of 4.01(a)(ii) above, second
to the Class B-5 Certificates pursuant to Paragraph fifteenth of 4.01(a)(ii)
above, third to the Class B-4 Certificates pursuant to Paragraph twelfth of
4.01(a)(ii) above, fourth to the Class B-3 Certificates pursuant to Paragraph
ninth of 4.01(a)(ii) above, fifth to the Class B-2 Certificates pursuant to
Paragraph sixth of 4.01(a)(ii) above and sixth to the Class B-1 Certificates
pursuant to Paragraph third of 4.01(a)(ii) above but in each case only up to the
applicable Apportioned Class B Principal Distribution Amount for such Class of
Class B Certificates and (Y) if on any Distribution Date the Group I-A Non-PO
Principal Balance or Group II-A Non-PO Principal Balance (after giving effect to
all distributions on such Distribution Date) is greater than the Group I-A Pool
Balance (Non-PO Portion) or Group II-A Pool Balance (Non-PO Portion),
respectively (the Group I-A Certificates or Group II-A Certificates, as
applicable, in such instance, the "Undercollateralized Group"), the Class A
Certificates (other than the Class I-A-PO or Class II-A-PO Certificates, as
applicable) of the Undercollateralized Group will be entitled to receive first
in respect of any Class A Unpaid Interest Shortfalls therefor (including any
Group I Interest Shortfall Amount or Group II Interest Shortfall Amount, as
applicable, arising on such Distribution Date) and second as principal, in
addition to any principal payments described in Section 4.01(a)(i) above, in
accordance with the priorities set forth in Section 4.01(b)(i) or (ii) above and
until the aggregate Principal Balance of the Class A Certificates (other than
the Class I-A-PO or Class II-A-PO Certificates, as applicable) of the
Undercollateralized Group equals the Group I Pool Balance (Non-PO Portion) or
Group II Pool Balance (Non-PO Portion), as applicable (such amount, the
"Undercollateralized Amount"), all amounts otherwise distributable (without
regard to this Clause (iii)) first to the Class B-6 Certificates pursuant to
Paragraph eighteenth of 4.01(a)(ii) above, second to the Class B-5 Certificates
pursuant to Paragraph fifteenth of 4.01(a)(ii) above, third to the Class B-4
Certificates pursuant to Paragraph twelfth of 4.01(a)(ii) above, fourth to the
Class B-3 Certificates pursuant to Paragraph ninth of 4.01(a)(ii) above, fifth
to the Class B-2 Certificates pursuant to Paragraph sixth of 4.01(a)(ii) above
and sixth to the Class B-1 Certificates pursuant to Paragraph third of
4.01(a)(ii) above (less any amounts used to pay any Class I-A-PO Deferred
Amounts or Class II-A-PO Deferred Amounts).
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Subordination Depletion Date, (x) the Group
I-A Non-PO Principal Distribution Amount shall be distributed among the Classes
of Group I-A Certificates (other than the Class I-A-PO Certificates), and (y) )
the Group II-A Non-PO Principal Distribution Amount shall be distributed among
the Classes of Group II-A Certificates (other than the Class II-A-PO
Certificates) pro rata in accordance with their outstanding Principal Balances
without regard to either the proportions or the priorities set forth in Section
4.01(b)(i) and (ii).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1
Principal Balance is greater than zero, the Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2
Principal Balance is greater than zero, the Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3
Principal Balance is greater than zero, the Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4
Principal Balance is greater than zero, the Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5
Principal Balance is greater than zero, the Class B-6 Certificates
shall not be eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Group I Class B Prepayment
Percentage and Group II Class B Prepayment Percentage of any affected Class of
Class B Certificates for such Distribution Date beginning with the affected
Class with the lowest numerical Class designation and then, if necessary, the
Group I Class B Percentage and Group II Class B Percentage of such Class of the
Class B Certificates for such Distribution Date shall be reduced to the
respective percentages necessary to bring the Principal Balance of such Class of
Class B Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Group I Subordinated Prepayment Percentage and Group II
Subordinated Prepayment Percentages and Group I Subordinated Percentage and
Group II Subordinated Percentage in such computations the difference between (A)
the Group I Subordinated Prepayment Percentage or Group II Subordinated
Prepayment Percentage or Group I Subordinated Percentage or Group II
Subordinated Percentage, as the case may be, and (B) the percentages determined
in accordance with the preceding sentence necessary to bring the Principal
Balances of the affected Classes of Class B Certificates to zero; provided,
however, that if the Principal Balances of all the Classes of Class B
Certificates eligible to receive distributions of principal shall be reduced to
zero on such Distribution Date, the Group I Class B Prepayment Percentage, Group
II Class B Prepayment Percentage, Group I Class B Percentage and Group II Class
B Percentage of the Class of Class B Certificates with the lowest numerical
Class designation which would otherwise be ineligible to receive distributions
of principal in accordance with this Section shall equal the remainder of the
Group I Subordinated Prepayment Percentage and Group II Subordinated Prepayment
Percentage for such Distribution Date minus the sum of the Group I Class B
Prepayment Percentages and Group II Class B Prepayment Percentages of the
Classes of Class B Certificates having lower numerical Class designations, if
any, and the remainder of the Group I Subordinated Percentage and Group II
Subordinated Percentage for such Distribution Date minus the sum of the Group I
Class B Percentages and Group II Class B Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, respectively.
Any entitlement of any Class of Class B Certificates to principal payments
solely pursuant to this clause (ii) shall not cause such Class to be regarded as
being eligible to receive principal distributions for the purpose of applying
the definition of its Group I Class B Percentage, Group II Class B Percentage,
Group I Class B Prepayment Percentage or Group II Class B Prepayment Percentage.
(e) The Trustee shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class II-A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Group II-A Distribution Amount with respect to the Class II-A-LR
Certificate and all other amounts distributable to the Class II-A-LR
Certificate. The Trustee may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class II-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 11.20, 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 II-A-R Certificate or has
not so notified the Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such Holder's share of the
Group I-A Distribution Amount or Group II-A Distribution Amount, as applicable,
with respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than Class II-A-14, Class II-A-R or II-A-LR Certificates) or the
Principal Balance of any Class of Class B Certificates would be reduce to zero,
or in the case of the Class II-A-14 Certificates, the Notional Amount would be
reduced to zero, the Master Servicer shall, as soon as practicable after the
Determination Date relating to such Distribution Date, send a notice to the
Trustee. The Trustee will then send a notice to each Certificateholder of such
Class with a copy to the Certificate Registrar, specifying that the final
distribution with respect to such Class will be made on such Distribution Date
only upon the presentation and surrender of such Certificateholder's
Certificates at the office or agency of the Trustee therein specified; provided,
however, that the failure to give such notice will not entitle a
Certificateholder to any interest beyond the interest payable with respect to
such Distribution Date in accordance with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions) occurring with respect to
Group I Mortgage Loans and Group II Mortgage Loans will be allocated as follows:
first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and
seventh, (i) with respect to such losses occurring with respect to
Group I Mortgage Loans, concurrently, to the Group I-A Certificates (other
than the Class I-A-PO Certificates) and Class I-A-PO Certificates, pro
rata, based on the Non-PO Fraction and the PO Fraction of such Mortgage
Loans, respectively; and (ii) with respect to such losses occurring with
respect to Group II Mortgage Loans, concurrently, to the Group II-A
Certificates (other than the Class II-A-PO Certificates) and Class II-A-PO
Certificates, pro rata, based on the Non-PO Fraction and the PO Fraction
of such Mortgage Loans, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance. (b) Any Realized Losses
allocated to a Class of Class A Certificates or Class B Certificates pursuant to
Section 4.02(a) shall be allocated among the Certificates of such Class based on
their Percentage Interests.
(c) After the Class B Principal Balance has been reduced to zero,
the interest portion of Realized Losses occurring with respect to any Group I
Mortgage Loan or Group II Mortgage Loan will be allocated among the outstanding
Classes of Group I-A and Group II-A Certificates, respectively, based upon their
Group I-A and Group II-A Interest Percentages.
(d) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
(e) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
(f) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer
in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS; REPORTS TO THE
TRUSTEE AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Group I-A Interest Distribution Amount allocated to each Class of Group
I-A Certificates and Current Group II-A Interest Distribution Amount
allocated to each Class of Group II-A Certificates, (c) any Group I Class
A Interest Shortfall Amounts or Group II 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 amount of any Relief Act Shortfalls
allocated to each Class of Class A Certificates for such Distribution
Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the amount of any Relief
Act Shortfalls allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of Group I Mortgage Loans and Group II Mortgage
Loans outstanding as of the preceding Determination Date;
(vii) the Group I-A Principal Balance, the Group II-A Principal
Balance of each Class of Class A Certificates, the Class B Principal
Balance and the Principal Balance of each Class of Class B Certificates as
of the following Determination Date after giving effect to the
distributions of principal made, and the principal portion of Realized
Losses, if any, allocated with respect to such Distribution Date;
(viii) the Group I Adjusted Pool Amount, the Group II Adjusted Pool
Amount, the Group I Adjusted Pool Amount (PO Portion), the Group II
Adjusted Pool Amount (PO Portion), the Group I Pool Scheduled Principal
Balance of the Group I Mortgage Loans for such Distribution Date, the
Group II Pool Scheduled Principal Balance of the Group II Mortgage Loans
for such Distribution Date, the aggregate Scheduled Principal Balance of
the Group I Discount Mortgage Loans for such Distribution Date, and the
aggregate Scheduled Principal Balance of the Group II Discount Mortgage
Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Group I
Mortgage Loans and Group II Mortgage Loans serviced by WFHM and,
collectively, by the Other Servicers as of such Distribution Date;
(x) the Group I-A Percentage and Group II-A Percentage for such
Distribution Date;
(xi) the Group I-A Prepayment Percentage and Group II-A Prepayment
Percentage for such Distribution Date;
(xii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Percentages; and the Group II Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Percentages; for such
Distribution Date;
(xiii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Prepayment Percentages; and the Group II Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Prepayment
Percentages; for such;
(xiv) the number and aggregate principal balances of Group I
Mortgage Loans and Group II Mortgage Loans delinquent (a) one month, (b)
two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Group I
Mortgage Loans and Group II Mortgage Loans in foreclosure as of the
preceding Determination Date;
(xvi) the book value of any real estate acquired with respect to
Group I Mortgage Loans and Group II Mortgage Loans through foreclosure or
grant of a deed in lieu of foreclosure;
(xvii) the principal and interest portions of Realized Losses with
respect to Group I Mortgage Loans and Group II Mortgage Loans allocated as
of such Distribution Date;
(xviii) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xix) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses with
respect to Group I Mortgage Loans and Group II Mortgage Loans allocated as
of such Distribution Date;
(xx) the unpaid principal balance of any Group I Mortgage Loans and
Group II Mortgage Loans as to which the Servicer of such Mortgage Loan has
determined not to foreclose because it believes the related Mortgaged
Property may be contaminated with or affected by hazardous wastes or
hazardous substances;
(xxi) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxii) in the case of the Class II-A-14 Certificates, the Notional
Amount, if any;
(xxiii) in the case of each Class of LIBOR Certificates, the
applicable Class A Pass-Through Rate;
(xxiv) the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount, if any;
(xxv) the amount of PMI Advances made by a Servicer, if any, with
respect to each Loan Group; 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 Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class II-A-R and Class II-A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class II-A-R and Class II-A-LR
Certificates with a $50 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall, upon request, furnish or cause to be furnished to each
Person who at any time during the calendar year was the Holder of a Certificate
a statement containing the information set forth in clauses (i) and (ii)(a)
above in the case of a Class A Certificateholder and the information set forth
in clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer ot the Trustee pursuant to
any requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Group I-A Distribution Amount or Group II-A
Distribution Amount, as applicable, with respect to each Class of Class A
Certificates and the Class B Distribution Amount with respect to each Class of
Class B Certificates. The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee and the Paying Agent shall be
protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04,
the Paying Agent shall make available upon request to each Holder and each
proposed transferee of a Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A which information shall be
provided on a timely basis to the Paying Agent by the Master Servicer.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates, the allocation of losses to the Certificates or
otherwise, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
SECTION 4.07 DETERMINATION OF LIBOR.
On each Rate Determination Date, the Trustee shall determine LIBOR
for the Distribution Date occurring in the succeeding month on the basis of the
British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month
deposits in U.S. dollars as found on Telerate page 3750 as of 11:00 A.M. London
time on such Rate Determination Date. As used herein, "Telerate page 3750" means
the display designated as page 3750 on the Bridge Telerate Service.
If on any Rate Determination Date the Trustee is unable to determine
LIBOR on the basis of the method set forth in the preceding paragraph, LIBOR for
the Distribution Date in the succeeding month will be whichever is higher of (x)
LIBOR as determined on the previous Rate Determination Date or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U.S. dollar lending rates that the Reference Banks are quoting, on
the relevant Rate Determination Date, to the principal London offices of at
least two leading banks in the London interbank market or (b) in the event that
the Trustee can determine no such arithmetic mean, the lowest one-month U.S.
dollar lending rate that the Reference Banks are quoting on such Rate
Determination Date to leading European banks.
If on any Rate Determination Date the Trustee is required but is
unable to determine the Reserve Interest Rate in the manner provided in the
preceding paragraph, LIBOR for the Distribution Date in the succeeding month
will be LIBOR as determined on the previous Rate Determination Date, or, in the
case of the first Rate Determination Date, 1.74%.
The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Class A Pass-Through
Rates of the LIBOR Certificates for the related Distribution Date to Beneficial
Owners or Holders of LIBOR Certificates who place a telephone call to the
Trustee at (000) 000-0000 and make a request therefor during normal working
hours on any Business Day.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class II-A-R
and Class II-A-LR Certificates, integral multiples of $1,000 in excess thereof
(except, if necessary, for one Certificate of each Class (other than the Class
II-A-R and Class II-A-LR Certificates) that evidences one Single Certificate
plus such additional principal portion or notional amount as is required in
order for all Certificates of such Class to equal the aggregate Original
Principal Balance or notional amount of such Class, as the case may be), and
shall be substantially in the respective forms set forth as Exhibits X-X-X-0,
X-X-X-XX, X-XX-X-0, X-XX-X-0, X-XX-X-0, A-II-A-4, X-XX-X-0, X-XX-X-0, X-XX-X-0,
X-XX-X-0, X-XX-X-0, X-XX-X-00, X-XX-X-00, X-XX-X-00, X-XX-X-00, X-XX-X-00,
A-II-A-R, A-II-A-LR, A-II-A-PO, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse side
of Certificates) hereto. On original issue the Certificates shall be executed
and delivered by the Trustee to or upon the order of the Seller upon receipt by
the Trustee or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion (or notional amount) evidenced by the Class A and
Class B Certificates shall be the sum of the amounts specifically set forth in
the respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by any Responsible Officer thereof.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Trustee shall bind the Trustee
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trustee, or unless
there appears on such Certificate a certificate of authentication executed by
the Authenticating Agent by manual signature, and such countersignature or
certificate upon a Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the registration requirements of the Securities Act of
1933, as amended, and any applicable State securities laws are complied with, or
such transfer is exempt from the registration requirements under said Act and
laws. In the event that a transfer is to be made in reliance upon an exemption
from said Act or laws, (i) unless such transfer is made in reliance on Rule
144A, the Trustee or the Seller may, if such transfer is to be made within three
years after the later of (i) the date of the initial sale of Certificates or
(ii) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, require a Class B-4, Class B-5 or
Class B-6 Certificateholder to deliver a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Seller, to the
effect that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer, and (ii) the Trustee
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee, the Seller or
the Master Servicer. The Holder of a Class B-4, Class B-5 or Class B-6
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trustee is under an obligation to
register the Class B-4, Class B-5 or Class B-6 Certificates under said Act or
any other securities law.
(c) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the Trustee and the Seller shall have received (i) a
representation letter from the transferee in the form of Exhibit J hereto, to
the effect that either (a) such transferee is not an employee benefit plan or
other retirement arrangement subject to Title I of ERISA or Code Section 4975,
or a governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") and is not a person acting on behalf of or using the assets of any such
Plan, which representation letter shall not be an expense of the Trustee, the
Seller or the Master Servicer or (b) if such transferee is an insurance company,
(A) the source of funds used to purchase the Class B-4, Class B-5 or Class B-6
Certificate is an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B-4, Class B-5 or Class B-6 Certificate is covered by
Sections I and III of PTE 95-60 or (ii) in the case of any such Class B-4, Class
B-5 or Class B-6 Certificate presented for registration in the name of a Plan,
or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the
Trustee and the Seller to the effect that the purchase or holding of such Class
B-4, Class B-5 or Class B-6 Certificate will not result in the assets of the
Trust Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer and (B) such other
opinions of counsel, officer's certificates and agreements as the Seller or the
Master Servicer may require in connection with such transfer, which opinions of
counsel, officers' certificates and agreements shall not be an expense of the
Trustee, the Seller or the Master Servicer. The Class B-4, Class B-5 and Class
B-6 Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class II-A-R or Class II-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
II-A-R or Class II-A-LR Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form 4224 or (iii) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class II-A-R or Class II-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 II-A-R or Class II-A-LR Certificate will not be
disregarded for federal income tax purposes (any such person who is not covered
by clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted
Foreign Holder"), and any such purported transfer shall be void and have no
effect. The Trustee shall not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new Class II-A-R or Class
II-A-LR Certificate in connection with any such transfer to a disqualified
organization or agent thereof (including a broker, nominee or middleman), an
ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the
Certificate Registrar nor the Trustee shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class II-A-R or Class
II-A-LR Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class II-A-R or Class II-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
II-A-R or Class II-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 II-A-R or Class II-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 II-A-R and Class II-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 II-A-R or Class II-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 II-A-R or Class II-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 II-A-R or Class II-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 II-A-R or Class II-A-LR
Certificate, and (ii) the Master Servicer agrees to furnish to the Internal
Revenue Service and to any transferor of the Class II-A-R or Class II-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 II-A-R or Class II-A-LR Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trustee in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER
SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER
SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with the performance of its duties and obligations and
any legal action relating to this Agreement or the Certificates, including,
without limitation, any legal action against the Trustee in its capacity as
Trustee hereunder, other than any loss, liability or expense (including, without
limitation, expenses payable by the Master Servicer under Section 8.06) incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of his or its duties hereunder or by reason of reckless disregard of
his or its obligations and duties hereunder. The Seller, the Master Servicer and
any of the directors, officers, employees or agents of either may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. Neither the
Seller nor the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and which in its opinion does not involve
it in any expense or liability; provided, however, that the Seller or the Master
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder if
the Certificateholders offer to the Seller or the Master Servicer, as the case
may be, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate, and the Seller or the
Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account, and such amounts shall, on the following Distribution Date
or Distribution Dates, be allocated in reduction of distributions on the Class A
Certificates and Class B Certificates in the same manner as Realized Losses are
allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac,
is satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER
SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property;
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make
an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both Xxxxxx Mae and Xxxxxxx Mac, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND
UPON EVENT OF DEFAULT.
In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
SECTION 7.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.
The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee, and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement; and
(iii) The Trustee shall not be liable for any error of judgment made
in good faith by any of its Responsible Officers, unless it shall be
proved that the Trustee or such Responsible Officer, as the case may be,
was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties and the manner of
obtaining consents and evidencing the authorization of the execution
thereof shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) The Trustee may consult with counsel, and any written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(iv) Subject to Section 7.04, the Trustee shall not be accountable,
shall have no liability and makes no representation as to any acts or
omissions hereunder of the Master Servicer until such time as the Trustee
may be required to act as Master Servicer pursuant to Section 7.05 and
thereupon only for the acts or omissions of the Trustee as successor
Master Servicer; and
(v) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
SECTION 8.03 TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee shall be repaid
by the Master Servicer upon demand.
SECTION 8.04 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05 TRUSTEE MAY OWN CERTIFICATES.
The Trustee, and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent and may transact banking
and/or trust business with the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to the Trustee from
time to time, from its own funds, and the Trustee shall be entitled to receive,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee and,
except as otherwise agreed by the Master Servicer and the Trustee, the Master
Servicer will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith. The Trustee shall have no right of
reimbursement from the Trust Estate for any such expenses, disbursements and
advances not paid or reimbursed to it by the Master Servicer.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all Owner
Mortgage Loan Files and related documents and statements held by it hereunder
(other than any Owner Mortgage Loan Files at the time held by a Custodian, which
Custodian shall become the agent of any successor trustee hereunder), and the
Seller, the Master Servicer and the predecessor entity shall execute and deliver
such instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
SECTION 8.11 AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trustee may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trustee,
by entering into a Custodial Agreement. Subject to this Article VIII, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as two
separate REMICs, or (ii) cause the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer,
or, in the case of any tax return or other action required by law to be
performed directly by the Trustee, the Trustee shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
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 Trustee and calculated on a monthly basis by using the issue
prices of the Certificates; (iv) make available information necessary for the
application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms 8811 and apply for an Employee Identification Number with a Form SS-4 or
any other permissible method and respond to inquiries by Certificateholders or
their nominees concerning information returns, reports or tax returns; (vi)
maintain (or cause to be maintained by the Servicers) such records relating to
the Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class I-A-1, Class I-A-PO, Class II-A-1,
Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class
II-A-7, Class II-A-8, Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12,
Class II-A-13, Class II-A-14, Class II-A-PO, and Class II-A-R Certificates and
the 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-L11, Class A-L13, 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 II-A-LR Certificate; (viii) exercise reasonable care not to allow
the occurrence of any "prohibited transactions" within the meaning of Code
Section 860F(a), unless the Master Servicer shall have provided an Opinion of
Counsel to the Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Upper-Tier REMIC or Lower-Tier REMIC or
the Trust Estate to tax or (c) cause the Trust Estate to fail to qualify as two
separate REMICs; (ix) exercise reasonable care not to allow either the
Upper-Tier REMIC or the Lower-Tier REMIC to receive income from the performance
of services or from assets not permitted under the REMIC Provisions to be held
by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC)
the amount of any federal income tax, including, without limitation, prohibited
transaction taxes, taxes on net income from foreclosure property, and taxes on
certain contributions to a REMIC after the Startup Day, imposed on the
Upper-Tier REMIC or 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 II-A-R and
Class II-A-LR Certificateholders for such purpose (or if the Master Servicer is
not so permitted, the Holders of the Class II-A-R and Class II-A-LR Certificates
shall be tax matters persons for the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively, in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee shall sign the tax returns referred to in clause (i) of
the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
or the Trustee, as the case may be, for any losses, liabilities, damages, claims
or expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of either REMIC as described above. In the event
that the Trustee prepares any of the federal, state and local tax returns of
either REMIC as described above, the Trustee hereby indemnifies the Seller and
the Master Servicer for any losses, liabilities, damages, claims or expenses of
the Seller or the Master Servicer arising from the Trustee's willful
misfeasance, bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee, respectively, to perform its obligations under this
Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that WFHM fails to make a Periodic Advance required to
be made pursuant to the WFHM Servicing Agreement on or before the Distribution
Date, the Trustee shall make a Periodic Advance as required by Section 3.03
hereof; provided, however, the Trustee shall not be required to make such
Periodic Advances if prohibited by law or if it determines that such Periodic
Advance would be a Nonrecoverable Advance. With respect to those Periodic
Advances which should have been made by WFHM, the Trustee shall be entitled,
pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the
Certificate Account for Periodic Advances and Nonrecoverable Advances made by
it.
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION
OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. Xxxxx, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.18. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to Certificateholders mailed not earlier than the 15th day
of the month preceding the month of such final distribution and not later than
the twentieth day of the month of such final distribution specifying (A) the
Final Distribution Date upon which final payment of the Certificates will be
made upon presentation and surrender of Certificates at the office or agency of
the Trustee therein designated, (B) the amount of any such final payment and (C)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. If the Seller is exercising its right to purchase,
the Seller shall deposit in the Certificate Account on or before the Final
Distribution Date in immediately available funds an amount equal to the purchase
price for the assets of the Trust Estate computed as above provided. Failure to
give notice of termination as described herein shall not entitle a
Certificateholder to any interest beyond the interest payable on the Final
Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class II-A-R and Class II-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)(iii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trustee of any
Periodic Advances, is insufficient to pay in full the amounts set forth in
clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the amount
available for distribution to Certificateholders shall be allocated in reduction
of the amounts otherwise distributable on the Final Distribution Date in the
same manner as Realized Losses are allocated pursuant to Sections 4.02(a) and
4.02(e) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders. The Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject 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 Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such
cash within 90 days of such adoption in the manner specified in Section
9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein or in the related
Prospectus, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust Estate
as 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 Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the Code that
would be a claim against the Trust Estate, provided that (a) the Trustee has
received an Opinion of Counsel to the effect that such action is necessary or
desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to change the timing and/or nature of deposits into
the Upper-Tier Certificate Account and 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 or 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 and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of
(a) changing the Applicable Unscheduled Principal Receipt Period for
Type 2 Mortgage Loans to a Mid-Month Receipt Period with respect to all
Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period for
all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period with
respect to Full Unscheduled Principal Receipts and to a Prior Month Receipt
Period with respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Xxxxx Fargo Asset Securities Corporation, 0000 Xxx
Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer and the
Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to
Xxxxx Fargo Bank Minnesota, National Association, 0000 Xxx Xxxxxxx Xxx,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Vice President or such other address as
may hereafter be furnished to the Seller and the Trustee in writing by the
Master Servicer and (iii) in the case of the Trustee, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee, in each case Attention: Corporate
Trust Department. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice mailed
or transmitted within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the addressee
receives such notice; provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CUT-OFF DATE.
The Cut-Off Date for the Certificates is January 1, 2002.
SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $1,300,335,099.28.
SECTION 11.03 ORIGINAL GROUP I-A PERCENTAGE.
The Original Group I-A Percentage is 97.49561884%.
SECTION 11.04 ORIGINAL GROUP II-A PERCENTAGE.
The Original Group II-A Percentage is 97.49525583%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS A
CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class I-A-1 $292,203,000.00
Class I-A-PO $ 492,500.00
Class II-A-1 $125,000,000.00
Class II-A-2 $133,002,000.00
Class II-A-3 $ 3,370,000.00
Class II-A-4 $ 3,040,000.00
Class II-A-5 $ 2,900,000.00
Class II-A-6 $ 690,000.00
Class II-A-7 $ 25,000,000.00
Class II-A-8 $ 25,530,000.00
Class II-A-9 $ 16,513,000.00
Class II-A-10 $100,000,000.00
Class II-A-11 $339,504,000.00
Class II-A-12 $125,000,000.00
Class II-A-13 $ 73,688,000.00
Class II-A-R $ 50.00
Class II-A-LR $ 50.00
Class II-A-PO $ 1,893,276.00
SECTION 11.05(A) ORIGINAL NOTIONAL AMOUNT.
The Original Notional Amount is $73,688,000.00.
SECTION 11.06 ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE.
The Original Aggregate Non-PO Principal Balance is
$1,297,949,322.04.
SECTION 11.07 ORIGINAL AGGREGATE PERCENTAGES.
SECTION 11.07(A) ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE.
The Original Aggregate Subordinate Percentage is 2.50466035%.
SECTION 11.07(B) ORIGINAL AGGREGATE CLASS A PERCENTAGE.
The Original Aggregate Class A Percentage is 97.49533965%.
SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $32,509,222.04.
SECTION 11.09 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
The Original Group I Subordinated Principal Balance is
$7,505,854.60.
SECTION 11.10 ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE.
The Original Group II Subordinated Principal Balance is
$25,003,367.44.
SECTION 11.11 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS B
CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
--------- ------------------
Class B-1 $ 17,555,000.00
Class B-2 $ 5,201,000.00
Class B-3 $ 4,551,000.00
Class B-4 $ 1,951,000.00
Class B-5 $ 1,300,000.00
Class B-6$ $ 1,951,222.04
SECTION 11.12 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.15214221%.
SECTION 11.13 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.75143319%.
SECTION 11.14 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.40080317%.
SECTION 11.15 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.25048913%.
SECTION 11.16 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.15033114%.
SECTION 11.17 CLOSING DATE.
The Closing Date is January 29, 2002.
SECTION 11.18 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Aggregate
Scheduled Principal Balance of the Mortgage Loans being less than
$130,033,509.93 (10% of the Cut-Off Date Aggregate Principal Balance) at the
time of any such purchase.
SECTION 11.19 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A (other than the Class II-A-R and Class
II-A-LR Certificates) and the Class B Certificates, the minimum Denomination
eligible for wire transfer on each Distribution Date is $500,000. With respect
to the Class II-A-14 Certificates, the minimum Denomination eligible for wire
transfer on each Distribution Date is 100% Percentage Interest. The Class II-A-R
and Class II-A-LR Certificates are not eligible for wire transfer.
SECTION 11.20 SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other
than the Class I-A-PO, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5,
Class II-A-6, Class II-A-14, Class II-A-PO, Class II-A-R and Class II-A-LR
Certificates) represents a $25,000 Denomination. A Single Certificate for the
Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5 and Class II-A-6
Certificates represents a $1,000 Denomination. A Single Certificate for the
Class II-A-14 Certificates represents a $1,339,781.00 Denomination. A Single
Certificate for the Class II-A-R and Class II-A-LR Certificates represents a $50
Denomination. A Single Certificate for the Class I-A-PO, Class II-A-PO, Class
B-1, Class B-2 and Class B-3 Certificates represents a $100,000 Denomination. A
Single Certificate for the Class B-4, Class B-5 and Class B-6 Certificates
represents a $250,000 Denomination.
SECTION 11.21 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan
SECTION 11.22 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
XXXXX FARGO ASSET SECURITIES
CORPORATION
as Seller
By:
--------------------------------------
Name: Xxxx X. XxXxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Master Servicer
By:
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
as Trustee
By:
--------------------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
-------------------------
Title:
------------------------
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXXXXX )
On this 29th day of January, 2002, 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 a Vice President of Xxxxx Fargo Asset Securities
Corporation, a Delaware corporation, one of the parties that executed the
foregoing instrument; and that he signed his name thereto by order of the Board
of Directors of said corporation.
----------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXXXXX )
On this 29th day of January, 2002, 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 NORTH CAROLINA )
) ss.:
COUNTY OF )
On this 29th day of January, 2002, before me, a notary public in and
for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS I-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AA 4 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2017
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-1 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-1 Certificates required to be
distributed to Holders of the Class I-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-1 Certificates applicable to each
Distribution Date will be 6.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class I-A-1 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT I-A-PO
[FORM OF FACE OF CLASS I-A-PO CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS I-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AB 2 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: February 25,
2017
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-PO Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-PO Certificates required to be
distributed to Holders of the Class I-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class I-A-PO Certificates are principal only Certificates and will not be
entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
EXHIBIT II-A-1
[FORM OF FACE OF CLASS II-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AC 0 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-1 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-1 Certificates required to be
distributed to Holders of the Class II-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-1 Certificates applicable to each
Distribution Date will be 6.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-1 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-2
[FORM OF FACE OF CLASS II-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AD 8 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-2 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-2 Certificates required to be
distributed to Holders of the Class II-A-2 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Group
II-A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Classes of Group
II-A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-2 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-2 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-3
[FORM OF FACE OF CLASS II-A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AE 6 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-3 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-3 Certificates required to be
distributed to Holders of the Class II-A-3 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-3 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-3 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-4
[FORM OF FACE OF CLASS II-A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AF 3 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-4 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-4 Certificates required to be
distributed to Holders of the Class II-A-4 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-4 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-4 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-5
[FORM OF FACE OF CLASS II-A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AG 1 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-5 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-5 Certificates required to be
distributed to Holders of the Class II-A-5 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-5 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-5 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-6
[FORM OF FACE OF CLASS II-A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AH 9 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-6 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-6 Certificates required to be
distributed to Holders of the Class II-A-6 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-6 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-6 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-7
[FORM OF FACE OF CLASS II-A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AJ 5 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-7 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-7 Certificates required to be
distributed to Holders of the Class II-A-7 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-7 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-7 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-8
[FORM OF FACE OF CLASS II-A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AK 2 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced Final Scheduled Maturity Date: June 25, 2006
by this Certificate: ______%
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-8 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-8 Certificates required to be
distributed to Holders of the Class II-A-8 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-8 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-8 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-9
[FORM OF FACE OF CLASS II-A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-9
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE 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: January 1, 2002
CUSIP No.: 94978K AL 0 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-9 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-9 Certificates required to be
distributed to Holders of the Class II-A-9 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-9 Certificates applicable to each
Distribution Date will be 6.500% per annum. Prior to the Accretion Termination
Date, no distribution of interest on this Certificate will be made. Prior to the
Accretion Termination Date, interest otherwise available for distribution on
this Certificate will be added to the Principal Balance of the Class II-A-9
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 Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-9 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-10
[FORM OF FACE OF CLASS II-A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AM 8 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-10 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-10 Certificates required to be
distributed to Holders of the Class II-A-10 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-10 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-10 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-11
[FORM OF FACE OF CLASS II-A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AN 6 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-11 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-11 Certificates required to be
distributed to Holders of the Class II-A-11 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-11 Certificates applicable to each
Distribution Date will be 6.250% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-11 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-12
[FORM OF FACE OF CLASS II-A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AP 1 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-12 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-12 Certificates required to be
distributed to Holders of the Class II-A-12 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-12 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-12 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-13
[FORM OF FACE OF CLASS II-A-13 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AQ 9 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-13 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class II-A-13 Certificates required to be
distributed to Holders of the Class II-A-13 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Class A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-13 Certificates applicable to each
Distribution Date will be a floating rate of interest determined as provided
herein and as specified in the Agreement. The pass-through rate applicable with
respect to the Distribution Date in February 2002 will be 2.310% per annum.
Thereafter, with respect to each Distribution Date, the pass-through rate will
be a per annum rate equal to 0.570% plus LIBOR as determined on the second
business day prior to the 25th day of the month preceding the month in which
such Distribution Date occurs, subject to a minimum rate of 0.570% and a maximum
rate of 8.500%. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and Relief Act Shortfall and the interest portion of certain Realized
Losses allocated to the Class II-A-13 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-14
[FORM OF FACE OF CLASS II-A-14 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT REPRESENTED.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AR 7 First Distribution Date: February 25, 2002
Denomination: $________________(Initial
Notional
Amount)
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-14 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of January 29, 2002 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")and
First Union National Bank, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class II-A-14 Certificates required to be
distributed to Holders of the Class II-A-14 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-14 Certificates are not entitled to distributions in respect of
principal. The pass-through rate on the Class II-A-14 Certificates applicable to
each Distribution Date will be a floating rate of interest determined as
provided herein and as specified in the Agreement. The pass-through rate
applicable with respect to the Distribution Date in February 2002 will be 6.190%
per annum. Thereafter, with respect to each Distribution Date, the pass-through
rate will be a per annum rate equal to 7.930% minus LIBOR as determined on the
second business day prior to the 25th day of the month preceding the month in
which such Distribution Date occurs, subject to a minimum rate of 0.000% and a
maximum rate of 7.930%. The amount of interest which accrues on this Certificate
in any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and Relief Act Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-A-14 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-PO
[FORM OF FACE OF CLASS II-A-PO CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AU 0 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-PO Certificates required to be
distributed to Holders of the Class II-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-PO Certificates are principal only Certificates and will not be
entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-R
[Form of Face of Class II-A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS II-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AS 5 First Distribution Date: February 25, 2002
Denomination: $___________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class II-A-R Certificate with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-R Certificate required to be
distributed to the Holder of the Class II-A-R Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-R Certificate applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-R Certificate, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT II-A-LR
[Form of Face of Class II-A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS II-A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS II-A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AT 3 First Distribution Date: February 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: February 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class II-A-LR Certificate with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-LR Certificate required to be
distributed to the Holder of the Class II-A-LR Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-LR Certificate applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class II-A-LR Certificate,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT 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 2002-4, CLASS B-1
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AV 8 First Distribution Date: February 25, 2002
Denomination: $_________________
Percentage Interest evidenced
by this Certificate: ________% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to the Distribution Date occurring in February 2002 will
be 6.385% per annum. With respect to each succeeding Distribution Date, the
pass-through rate will be a per annum rate equal to the weighed average of
6.000% for Loan Group I and 6.500% for Loan Group II, weighted on the basis of
the Group Subordinate Amount for each Loan Group. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and Relief Act 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CLASS A CERTIFICATES AND
THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AW 6 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates 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 the Distribution Date occurring in February 2002 will
be 6.385% per annum. With respect to each succeeding Distribution Date, the
pass-through rate will be a per annum rate equal to the weighed average of
6.000% for Loan Group I and 6.500% for Loan Group II, weighted on the basis of
the Group Subordinate Amount for each Loan Group. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and Relief Act 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS B-3
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AX 4 First Distribution Date: February 25, 2002
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ____% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT ________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-3 Distribution Amount required to be distributed to Holders of the Class
B-3 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-3
Certificates applicable to the Distribution Date occurring in February 2002 will
be 6.385% per annum. With respect to each succeeding Distribution Date, the
pass-through rate will be a per annum rate equal to the weighed average of
6.000% for Loan Group I and 6.500% for Loan Group II, weighted on the basis of
the Group Subordinate Amount for each Loan Group. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and Relief Act 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS B-4
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AY 2 First Distribution Date: February 25, 2002
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-4 Distribution Amount required to be distributed to Holders of the Class
B-4 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-4
Certificates applicable to the Distribution Date occurring in February 2002 will
be 6.385% per annum. With respect to each succeeding Distribution Date, the
pass-through rate will be a per annum rate equal to the weighed average of
6.000% for Loan Group I and 6.500% for Loan Group II, weighted on the basis of
the Group Subordinate Amount for each Loan Group. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and Relief Act Shortfall and the
interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS B-5
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K AZ 9 First Distribution Date: February 25, 2002
Denomination: $_____________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-5 Distribution Amount required to be distributed to Holders of the Class
B-5 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-5
Certificates applicable to the Distribution Date occurring in February 2002 will
be 6.385% per annum. With respect to each succeeding Distribution Date, the
pass-through rate will be a per annum rate equal to the weighed average of
6.000% for Loan Group I and 6.500% for Loan Group II, weighted on the basis of
the Group Subordinate Amount for each Loan Group. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and Relief Act Shortfall and the
interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-4, CLASS B-6
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 2002
CUSIP No.: 94978K BA 3 First Distribution Date: February 25, 2002
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: _____% Final Scheduled Maturity Date: February 25,
2032
THIS CERTIFIES THAT ______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of January 29, 2002 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-6 Distribution Amount required to be distributed to Holders of the Class
B-6 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-6
Certificates applicable to the Distribution Date occurring in February 2002 will
be 6.385% per annum. With respect to each succeeding Distribution Date, the
pass-through rate will be a per annum rate equal to the weighed average of
6.000% for Loan Group I and 6.500% for Loan Group II, weighted on the basis of
the Group Subordinate Amount for each Loan Group. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and Relief Act Shortfall and the
interest portion of certain Realized Losses allocated to the Class B-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2002-4 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2002-4
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Social Security or other Identifying Number of Assignee:
Dated:
___________________________________
Signature by or on behalf of assignor
___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to__________________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to______________________________________.
Applicable statements should be mailed to _____________________________________.
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
EXHIBIT D
RESERVED
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), XXXXX
FARGO ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Seller"), XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer, and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of January 29, 2002
relating to the issuance of Mortgage Pass-Through Certificates, Series 2002-4
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trustee subsequent to the date hereof (the "Custodial Files") as
agent for the Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant
to Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
CONCERNING THE CUSTODIAN
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement, no Mortgage
Note, Mortgage or other document constituting a part of a Custodial File shall
be delivered by the Custodian to the Seller or the Master Servicer or otherwise
released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling and
Servicing Agreement and furnish the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx By:__________________________________
Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 Name:_____________________________
Title:____________________________
Address: XXXXX FARGO ASSET SECURITIES CORPORATION
0000 Xxx Xxxxxxx Xxx By:__________________________________
Xxxxxxxxx, Xxxxxxxx 00000 Name:_____________________________
Title:____________________________
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:__________________________________
Name:_____________________________
Title:____________________________
Address: [CUSTODIAN]
By:___________________________________
Name:______________________________
Title:_____________________________
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
-------------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Bank
Minnesota, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
-------------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 20__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
-------------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 20__, before me, a notary public in
and for the State of __________, personally appeared __________ __________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association
-------------------------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1A
[Schedule of Type 1 Mortgage Loans in Group I]
WFMBS
WFMBS 2002-04 EXHIBIT F-1A GROUP I LOANS
15 YEAR FIXED RATE NON-RELOCATION & 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
------------------------------------------------------------------------------------------------------------------------------
1001961 XXXXXXXXXX XX 00000 SFD 6.000 5.733 $3,198.22 180 1-Oct-16
1004269 XXXXXXX XX 00000 SFD 6.625 6.000 $2,721.78 180 1-Oct-16
1010783 XXX XXXX XXXXXXXX XX 00000 SFD 6.750 6.000 $7,858.00 180 1-Oct-16
1011387 XXXXXXXX XX 00000 SFD 6.625 6.000 $4,586.20 180 1-Nov-16
2010881 XXXXXX XX 00000 SFD 6.750 6.000 $3,982.09 180 1-Nov-16
2020279 XXXXXXX XX 00000 SFD 6.500 6.000 $4,991.45 180 1-Nov-16
2040193 XXXXXXX XX 00000 SFD 6.500 6.000 $3,623.81 180 1-Nov-16
2710676 XXXXXXXX XX 00000 SFD 6.625 6.000 $3,231.02 180 1-Oct-16
3841386 XXXXXXX XX 00000 SFD 6.625 6.000 $3,062.00 000 0-Xxx-00
0000000 XXXXX XXXXX XX 00000 SFD 6.625 6.000 $3,140.58 180 1-Nov-16
3844865 XXXXXXXX XX 00000 SFD 6.375 6.000 $4,113.83 180 1-Oct-16
3845241 XXXXXXXXXX XX 00000 SFD 7.000 6.000 $8,988.28 180 1-Nov-16
3845363 XXXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $6,271.97 180 1-Oct-16
3845475 XXXX XXXX XX 00000 SFD 6.500 6.000 $2,953.05 180 1-Nov-16
3846942 XXXX XXXXX XX 00000 SFD 6.375 6.000 $3,249.58 180 1-Nov-16
3848708 XXXXXXX XXXXX XX 00000 SFD 6.750 6.000 $7,707.56 180 1-Nov-16
3851640 XXXXXXXXX XX 00000 SFD 6.625 6.000 $4,508.50 180 1-Oct-16
3858771 XXXX XXXXXX XX 00000 SFD 7.000 6.000 $2,894.23 180 1-Oct-16
3890041 XXXXX XX 00000 SFD 6.750 6.000 $5,486.44 180 1-Oct-16
3891860 XXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $4,389.97 180 1-Nov-16
3892078 XXXXX XXXXXX XX 00000 SFD 6.500 6.000 $3,188.25 180 1-Oct-16
3892096 XXXXXX XX 00000 SFD 6.750 6.000 $3,451.15 180 1-Oct-16
4073433 XXXX XXXXXXXXX XX 00000 LCO 6.500 6.000 $3,414.74 180 1-Nov-16
4086740 XXX XXXXX XX 00000 SFD 6.625 6.000 $3,231.02 180 1-Oct-16
4102349 WYCKOFF NJ 07481 SFD 6.500 6.000 $4,355.54 180 1-Nov-16
4108868 XXXXXXXX XX 00000 SFD 6.500 6.000 $4,515.82 180 1-Nov-16
4118493 XXX XXXXX XX 00000 SFD 6.375 6.000 $3,629.85 180 1-Oct-16
4156329 XXXXXXXX XX 00000 SFD 6.500 6.000 $2,848.52 180 1-Oct-16
4171765 XXXXXXXX XX 00000 SFD 6.750 6.000 $3,318.41 180 1-Oct-16
4176327 XXXXXXXX XX 00000 SFD 6.625 6.000 $4,886.04 180 1-Nov-16
4182689 XXX XXXXXX XX 00000 SFD 6.500 6.000 $3,571.54 180 1-Oct-16
4216385 XXXXX XX 00000 SFD 6.875 6.000 $2,782.59 180 1-Dec-16
4233675 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,718.87 180 1-Nov-16
4262053 XX XXXXX XX 00000 SFD 6.500 6.000 $5,487.98 180 1-Dec-16
4274660 XXX XXXXXXX XX 00000 HCO 6.875 6.000 $5,593.27 180 1-Jan-17
4274766 XXXXXXXXXXXXX XX 00000 SFD 6.625 6.000 $1,044.82 180 1-Oct-16
4283348 XXXXXX XX 00000 SFD 6.625 6.000 $4,947.50 180 1-Dec-16
4295882 XXXXXXXXXX XX 00000 SFD 7.000 6.000 $3,984.06 180 1-Jul-16
4311069 XXXX XXXX XX 00000 SFD 6.500 6.000 $3,275.37 180 1-Dec-16
4313574 XXXXXXX XX 00000 SFD 6.500 6.000 $2,816.30 180 1-Jan-17
4315032 XXXXXXXX XX 00000 SFD 7.000 6.000 $3,739.13 180 1-Oct-16
4316556 XXXXX XX 00000 SFD 6.875 6.000 $3,790.39 180 1-Jun-16
4316949 XXXXX XXXXX XX 00000 SFD 6.375 6.000 $2,921.61 180 1-Dec-16
4317494 XXXXXX XXXXXX XX 00000 SFD 6.500 6.000 $3,397.32 180 1-Dec-16
4319197 XXXX XX 00000 SFD 6.125 5.858 $2,730.51 180 1-Dec-16
4319975 XXXXXXX XX 00000 SFD 6.750 6.000 $6,526.21 180 1-Dec-16
4320702 XXXXXXXXXX XXXX XX 00000 SFD 6.875 6.000 $5,242.77 180 1-Oct-16
4321431 XXXXXXXXXX XXXXXXXX XX 00000 SFD 6.750 6.000 $3,141.43 180 1-Dec-16
4323445 XXXXXXXX XX 00000 SFD 7.000 6.000 $2,782.78 180 1-Jan-17
4325989 XXXX XXXX XX 00000 SFD 6.625 6.000 $3,582.22 180 1-Dec-16
4327422 XXXXXXX XX 00000 SFD 6.250 5.983 $3,749.52 180 1-Nov-16
4327919 XXXXXXXXXXXX XX 00000 SFD 6.750 6.000 $5,415.65 180 1-Nov-16
4328062 XXXXXXXXX XXXXXX XX 00000 SFD 6.375 6.000 $2,891.78 180 1-Dec-16
4333116 XXXXX XXXXX XX 00000 SFD 6.500 6.000 $2,726.57 180 1-Jan-17
4333180 XXXXXXXX XXXX XX 00000 SFD 6.875 6.000 $3,121.50 180 1-Dec-16
4333562 XXXXXXXX XX 00000 SFD 7.000 6.000 $4,494.15 180 1-Dec-16
4334153 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,629.86 180 1-Dec-16
4334772 XXXXXXXX XX 00000 SFD 6.375 6.000 $5,185.51 180 1-Nov-16
4337054 XXXXXXXXXXXX XX 00000 SFD 6.750 6.000 $3,070.64 180 1-Jan-17
4337610 XXXXXXXXX XX 00000 SFD 6.500 6.000 $4,939.18 180 1-Dec-16
4338974 XXXXXX XX 00000 SFD 6.875 6.000 $3,612.02 180 1-Dec-16
4339422 XXX XXXXX XX 00000 SFD 6.375 6.000 $4,321.26 180 1-Dec-16
4339440 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $7,927.08 180 1-Nov-16
4341016 XXXXXXXX XX 00000 SFD 6.625 6.000 $3,072.98 180 1-Nov-16
4341188 XXXXXXXXX XX 00000 SFD 6.875 6.000 $8,771.39 180 1-Jan-17
4342561 XXXXXXX XX 00000 SFD 6.500 6.000 $3,196.97 180 1-Nov-16
4342961 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $5,888.69 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.750 6.000 $2,875.96 180 1-Dec-16
4343907 XXXXXX XXXXX XX 00000 SFD 6.500 6.000 $2,831.10 180 1-Nov-16
4344360 XXXX XXXX XX 00000 SFD 6.750 6.000 $4,955.50 180 1-Dec-16
4345784 XXXXX XXXXX XX 00000 SFD 6.125 5.858 $4,763.50 180 1-Dec-16
4346162 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $5,453.14 180 1-Dec-16
4347854 XXXXX XXXXXXXX XX 00000 SFD 6.875 6.000 $1,204.01 180 1-Dec-16
4347892 XXXX XXXX XX 00000 SFD 6.500 6.000 $3,127.28 180 1-Dec-16
4348144 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $4,982.74 180 1-Nov-16
4350240 XXXXXXXXX XX 00000 SFD 6.625 6.000 $4,353.98 180 1-Jan-17
4350332 XXXXXXX XX 00000 SFD 6.625 6.000 $6,402.34 180 1-Dec-16
4350766 XXXXXXXXXXXX XX 00000 SFD 6.875 6.000 $5,413.56 180 1-Nov-16
4352260 XXXX XXXX XX 00000 SFD 6.250 5.983 $3,125.31 180 1-Oct-16
4352345 XXXX XXXXXX XX 00000 SFD 6.625 6.000 $4,313.15 180 1-Jan-17
4352361 NOYACK NY 11962 SFD 6.625 6.000 $5,685.01 180 1-Jan-17
4352671 XXX XXXXX XX 00000 SFD 6.375 6.000 $4,191.62 180 1-Dec-16
4353101 XXX XXXXXXXXX XX 00000 MF2 6.500 6.000 $4,616.87 180 1-Dec-16
4354412 XXX XXXXXXXXX XX 00000 SFD 6.500 6.000 $5,226.65 180 1-Jan-17
4354671 XXXX XXXXXX XX 00000 SFD 6.875 6.000 $3,121.49 180 1-Oct-16
4354915 XXXXXXXXXXX XX 00000 SFD 6.625 6.000 $4,327.63 180 1-Nov-16
4355042 XXXXX XX 00000 SFD 6.875 6.000 $4,022.27 180 1-Nov-16
4355620 XXXXXX XX 00000 SFD 6.500 6.000 $2,939.99 180 1-Jan-17
4356815 XXXXXXXX XX 00000 SFD 6.625 6.000 $7,998.53 180 1-Dec-16
4357560 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $3,007.60 180 1-Dec-16
4357872 XXX XXXXX XX 00000 SFD 6.750 6.000 $3,424.60 180 1-Jan-17
4358857 XXXXX XXXXX XX 00000 SFD 6.500 6.000 $3,092.44 180 1-Dec-16
4358957 XXXXX XX 00000 SFD 6.500 6.000 $2,831.10 180 1-Dec-16
4359016 XXXXXXXX XX 00000 SFD 6.375 6.000 $993.89 180 1-Dec-16
4359045 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $5,575.09 180 1-Dec-16
4360733 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,918.25 180 1-Nov-16
4361634 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $3,371.50 180 1-Nov-16
4363188 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $4,111.63 180 1-Jan-17
4363661 XXXX XXXX XX 00000 SFD 6.875 6.000 $3,094.74 180 1-Nov-16
4364199 XXXXX XXXXX XX 00000 SFD 6.375 6.000 $3,153.94 180 1-Jan-17
4364243 HALF XXXX XXX XX 00000 SFD 6.250 5.983 $3,515.44 180 1-Jan-17
4366216 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $2,743.99 180 1-Dec-16
4366289 XXXXXXXXX XX 00000 SFD 7.250 6.000 $3,651.45 180 1-Nov-16
4366304 XXXXXXXXX XX 00000 SFD 6.125 5.858 $3,274.91 180 1-Dec-16
4366880 XXXXXXXX XX 00000 SFD 6.375 6.000 $4,321.26 180 1-Dec-16
4366916 XXX XXXX XX 00000 SFD 6.500 6.000 $3,048.88 180 1-Dec-16
4367478 XXXXXXXX XX 00000 SFD 6.500 6.000 $2,622.04 180 1-Dec-16
4367528 XXXXX XXX XXXXXXXXX XX 00000 SFD 6.375 6.000 $3,975.56 180 1-Jan-17
4367731 XXX XXXXXXX XX 00000 SFD 6.500 6.000 $3,615.10 180 1-Dec-16
4368292 XXXXXX XX 00000 SFD 6.250 5.983 $5,744.74 180 1-Nov-16
4368689 XXXXXXXXX XX 00000 SFD 6.125 5.858 $3,963.92 180 1-Dec-16
4369583 XXXX XX 00000 LCO 6.625 6.000 $4,433.87 180 1-Oct-16
4370261 XXXXXXXXX XX 00000 SFD 6.625 6.000 $3,029.08 180 1-Dec-16
4371547 XXXXXXXX XXXXX XX 00000 HCO 6.250 5.983 $3,091.01 180 1-Dec-16
4371614 XXXXXXXXX XX 00000 PUD 6.250 5.983 $4,146.84 180 1-Dec-16
4372065 XXXX XXXXXXX XX 00000 SFD 6.500 6.000 $3,787.58 180 1-Dec-16
4372209 XXXXX XXXXXX XX 00000 SFD 6.000 5.733 $4,691.85 180 1-Dec-16
4373016 XXXXX XXXXXXX XX 00000 SFD 6.625 6.000 $4,302.17 180 1-Nov-16
4373250 XXXXXXXX XX 00000 SFD 6.500 6.000 $3,980.97 180 1-Jan-17
4373447 XXXXXXX XXXXX XX 00000 SFD 6.250 5.983 $5,444.64 180 1-Dec-16
4373705 XXXXXX XX 00000 SFD 6.500 6.000 $4,028.88 180 1-Jan-17
4373890 XXX XXXX XXXXXX XX 00000 SFD 6.875 6.000 $3,924.16 000 0-Xxx-00
0000000 XXXXXXXX XXX XX 00000 SFD 6.250 5.983 $3,429.70 180 1-Jan-17
4374379 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $8,534.10 180 1-Dec-16
4374437 XXX XXXXXXX XXXXX XX 00000 COP 6.625 6.000 $649.72 180 1-Nov-16
4374568 XXXXXXX XX 00000 SFD 6.375 6.000 $2,830.42 180 1-Oct-16
4374585 XXXXXXXX XX 00000 SFD 6.875 6.000 $3,389.05 180 1-Nov-16
4374693 XXXXXXX XX 00000 SFD 6.500 6.000 $8,693.66 180 1-Dec-16
4374840 XXXXXX XX 00000 SFD 6.375 6.000 $3,240.94 180 1-Dec-16
4375206 XXXXXX XX 00000 SFD 6.250 5.983 $2,590.75 180 1-Jan-17
4375703 XXXXXXX XX 00000 SFD 6.375 6.000 $5,617.63 180 1-Jan-17
4376176 XXXXXXXXX XX 00000 SFD 6.375 6.000 $4,234.83 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.625 6.000 $5,487.47 180 1-Dec-16
4377510 XXXX XX 00000 SFD 6.375 6.000 $3,595.29 180 1-Dec-16
4377752 XXXX XXXXX XX 00000 HCO 6.375 6.000 $3,565.04 180 1-Dec-16
4378118 XXXXXX XX 00000 LCO 6.500 6.000 $2,926.93 180 1-Dec-16
4378197 XXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $4,791.10 180 1-Jan-17
4378524 XXXXX XX 00000 SFD 6.500 6.000 $5,662.20 180 1-Dec-16
4378866 XXXX XXXXX XX 00000 LCO 6.375 6.000 $5,617.63 180 1-Jan-17
4379130 XXXXXXXX XX 00000 SFD 6.500 6.000 $7,839.97 180 1-Dec-16
4379642 XXX XXXX XX 00000 COP 6.625 6.000 $5,267.97 180 1-Dec-16
4379873 XXXXX XXXXX XX 00000 SFD 6.375 6.000 $5,617.63 180 1-Dec-16
4380510 XXXXX XXXXXX XX 00000 SFD 6.375 6.000 $5,240.82 180 1-Dec-16
4381216 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,484.43 180 1-Dec-16
4381346 XXXXXXXXXX XXXXX XX 00000 SFD 6.375 6.000 $3,197.73 180 1-Dec-16
4381907 XXXXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $4,268.43 180 1-Dec-16
4382260 XXXXXXX XXX XX 00000 SFD 6.625 6.000 $4,070.38 180 1-Nov-16
4382677 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,205.68 180 1-Oct-16
4383109 XXXXXX XX 00000 SFD 6.625 6.000 $2,728.81 180 1-Jan-17
4383178 XXXXXXXX XX 00000 SFD 6.500 6.000 $4,920.45 180 1-Nov-16
4383542 XXXXXXXXX XX 00000 SFD 6.375 6.000 $3,629.86 180 1-Dec-16
4383910 XXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $8,744.82 180 1-Dec-16
4384192 XXX XXXXX XX 00000 SFD 6.375 6.000 $3,791.90 180 1-Dec-16
4384293 XXXXXXXXX XX 00000 SFD 6.375 6.000 $8,642.50 180 1-Nov-16
4384379 XXXXXXXX XXXX XX 00000 SFD 6.500 6.000 $3,135.99 180 1-Dec-16
4384408 XXXXXXXX XX 00000 SFD 6.125 5.858 $3,036.74 180 1-Dec-16
4384888 XXXXXXXXX XX 00000 SFD 6.375 6.000 $3,694.68 180 1-Dec-16
4385178 LONGBOAT XXX XX 00000 SFD 6.500 6.000 $5,052.43 180 1-Dec-16
4385384 XXXXXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $3,919.98 180 1-Dec-16
4385395 XXXXXXXXX XX 00000 SFD 6.500 6.000 $4,738.83 180 1-Dec-16
4386187 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $4,148.41 180 1-Dec-16
4386430 XXXXXX XX 00000 SFD 6.375 6.000 $3,457.01 180 1-Dec-16
4387511 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $5,092.37 180 1-Dec-16
4387558 XXXXXXXXXX XX 00000 SFD 6.875 6.000 $3,095.63 180 1-Dec-16
4387664 XXXXXX XX 00000 SFD 6.375 6.000 $3,111.31 180 1-Dec-16
4388707 XXX XXXXXX XX 00000 SFD 6.875 6.000 $3,585.26 180 1-Dec-16
4388809 XXXXXXX XX 00000 SFD 6.375 6.000 $3,050.81 180 1-Dec-16
4389362 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,223.10 180 1-Dec-16
4389778 XXXXXXXXX XX 00000 SFD 6.375 6.000 $4,321.26 180 1-Dec-16
4389800 XXXXXXXX XX 00000 SFD 6.750 6.000 $3,849.36 180 1-Dec-16
4390325 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $4,038.78 180 1-Dec-16
4390693 XXXXX XX 00000 SFD 6.625 6.000 $3,687.58 180 1-Dec-16
4391055 XXXXXXXXX XXXXX XX 00000 LCO 6.375 6.000 $3,180.45 180 1-Dec-16
4391409 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $7,432.56 180 1-Dec-16
4391424 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $3,455.97 180 1-Nov-16
4391834 XXXXXXX XX 00000 SFD 6.375 6.000 $6,049.76 180 1-Jan-17
4391847 XXXXX XXXXX XX 00000 SFD 6.750 6.000 $3,044.09 180 1-Jan-17
4392017 XXXXXXXX XXXXXXX XX 00000 SFD 6.375 6.000 $2,921.17 180 1-Dec-16
4393014 XXXXXXXXX XX 00000 SFD 6.000 5.733 $3,375.43 180 1-Jan-17
4393610 XXXXXX XX 00000 SFD 6.625 6.000 $3,064.20 180 1-Dec-16
4394786 XXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $3,397.32 180 1-Dec-16
4395581 XXXXXXX XX 00000 SFD 6.250 5.983 $2,915.24 180 1-Dec-16
4395847 XXXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $4,137.76 180 1-Dec-16
4396726 XXX XXXXX XXXXX XX 00000 SFD 6.500 6.000 $5,531.54 180 1-Dec-16
4396825 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $3,223.10 180 1-Dec-16
4396828 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $3,702.21 180 1-Dec-16
4397026 XXXXXXXX XX 00000 SFD 6.375 6.000 $2,903.89 180 1-Jan-17
4397624 XXXXXX XX 00000 SFD 6.500 6.000 $3,795.87 180 1-Jan-17
4397709 XXXXXX XX 00000 SFD 6.750 6.000 $4,176.77 180 1-Nov-16
4397855 XXXXXXXXX XX 00000 SFD 6.375 6.000 $3,724.92 180 1-Dec-16
4398047 XXXXXXXXX XX 00000 SFD 6.750 6.000 $6,548.33 180 1-Dec-16
4398152 XXXXXXXX XX 00000 SFD 6.625 6.000 $5,355.77 180 1-Dec-16
4398843 XXXXXX XX 00000 SFD 6.375 6.000 $3,647.14 180 1-Dec-16
4399007 XXXXX XX 00000 SFD 6.875 6.000 $5,119.25 180 1-Dec-16
4399056 XXXXXXXX XX 00000 SFD 6.500 6.000 $5,357.32 180 1-Dec-16
4399167 XXXXXX XX 00000 SFD 6.375 6.000 $4,219.71 180 1-Jan-17
4399498 XXXXXXX XX 00000 SFD 6.625 6.000 $5,776.33 180 1-Dec-16
4399676 XXXXXXXX XX 00000 SFD 6.250 5.983 $4,201.38 180 1-Dec-16
4400408 XXXXXXX XX 00000 SFD 6.375 6.000 $3,370.58 180 1-Dec-16
4401029 XXXXXXXX XX 00000 SFD 6.500 6.000 $3,379.90 180 1-Dec-16
4401114 XXXX XXXX XX 00000 SFD 6.625 6.000 $3,029.08 180 1-Dec-16
4402048 XXX XXXXXX XX 00000 SFD 6.375 6.000 $3,655.78 180 1-Dec-16
4402153 XXXXXXXXXX XX 00000 LCO 6.750 6.000 $3,177.23 000 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.375 6.000 $3,370.58 180 1-Jan-17
4403141 XXXXX XXXXX XX 00000 SFD 6.375 6.000 $3,017.96 180 1-Dec-16
4403197 XXXXXXXX XX 00000 SFD 6.500 6.000 $3,527.99 180 1-Dec-16
4403785 XXXXXX XXXXXX XX 00000 SFD 6.750 6.000 $2,867.11 180 1-Dec-16
4404188 XXXXXXXX XX 00000 SFD 6.500 6.000 $7,596.06 180 1-Dec-16
4404254 XXXXXXXX XX 00000 SFD 6.625 6.000 $6,971.28 180 1-Dec-16
4404392 XXXXXXX XX 00000 SFD 6.625 6.000 $3,898.30 180 1-Dec-16
4404777 XXXX XXXX XX 00000 SFD 6.375 6.000 $3,076.74 180 1-Dec-16
4405286 XXXXXXX XX 00000 SFD 6.250 5.983 $3,558.30 180 1-Dec-16
4405563 XXXXXX XX 00000 SFD 6.500 6.000 $3,005.33 180 1-Jan-17
4405751 XXX XXXXXXX XX 00000 SFD 6.375 6.000 $5,574.42 180 1-Dec-16
4405853 XXXXX XXXXXX XXXXX XX 00000 SFD 6.375 6.000 $6,741.16 180 1-Jan-17
4406098 XXX XXXX XX 00000 HCO 6.000 5.733 $5,442.88 180 1-Dec-16
4406482 XXXXX XX 00000 SFD 6.500 6.000 $3,702.21 180 1-Jan-17
4406824 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,111.31 180 1-Dec-16
4407253 XXXXX XXXXX XX 00000 SFD 6.375 6.000 $4,182.98 180 1-Dec-16
4407644 XXXXXXXX XX 00000 SFD 6.500 6.000 $2,700.44 180 1-Jan-17
4407797 XXXX XXXXX XX 00000 SFD 6.875 6.000 $3,656.60 180 1-Oct-16
4408197 XXXXXX XXXXX XXXXXX XX 00000 SFD 6.250 5.983 $2,940.97 180 1-Dec-16
4408452 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,457.01 180 1-Dec-16
4408589 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,889.13 180 1-Dec-16
4409286 XXXXXXXXX XX 00000 SFD 6.750 6.000 $2,986.57 180 1-Dec-16
4409463 XXXXXXX XX 00000 SFD 6.500 6.000 $3,179.55 180 1-Jan-17
4409631 XXXXXX XX 00000 SFD 6.375 6.000 $2,800.18 180 1-Dec-16
4409688 XXXXXXXXXX XX 00000 SFD 7.000 6.000 $5,842.39 180 1-Dec-16
4410355 XXXXXXXXX XX 00000 SFD 5.875 5.608 $3,507.53 180 1-Jan-17
4410529 XXXXXXXX XX 00000 SFD 6.500 6.000 $3,484.43 180 1-Dec-16
4411330 XXXXXXXX XXXXXXX XX 00000 SFD 7.000 6.000 $3,316.68 180 1-Sep-16
4411345 XXXXX XX 00000 SFD 6.500 6.000 $6,010.65 180 1-Dec-16
4412357 XXXXXXXXXXXX XX 00000 SFD 6.375 6.000 $6,481.88 180 1-Dec-16
4412696 XXXXXXX XX 00000 SFD 6.375 6.000 $2,765.61 180 1-Jan-17
4413257 XXXXXXXX XX 00000 SFD 6.375 6.000 $4,217.55 180 1-Dec-16
4413738 XXXXXXXXXX XXXX XX 00000 SFD 6.875 6.000 $3,121.49 180 1-Nov-16
4414242 XXXXXXXX XXXXXX XX 00000 SFD 6.375 6.000 $3,778.50 180 1-Nov-16
4414411 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,024.88 180 1-Dec-16
4414596 XXXXXXX XX 00000 SFD 6.250 5.983 $3,103.88 180 1-Dec-16
4415285 XXX XXXXXXXXX XX 00000 SFD 6.875 6.000 $3,344.46 180 1-Dec-16
4415307 XXXX XX 00000 SFD 6.625 6.000 $2,194.99 180 1-Jan-17
4415414 XXXXXXXXX XX 00000 SFD 6.500 6.000 $6,097.75 180 1-Dec-16
4415783 XXX XXXX XX 00000 SFD 6.500 6.000 $4,791.10 180 1-Dec-16
4416047 XXXXXXXX XXXXXXX XX 00000 SFD 6.875 6.000 $7,723.46 180 1-Dec-16
4416194 XXXXX XXXXXX XX 00000 SFD 6.625 6.000 $8,779.94 180 1-Nov-16
4416239 XXXXX XX 00000 SFD 6.875 6.000 $3,085.82 180 1-Dec-16
4416470 XX XXXXX XX 00000 SFD 6.875 6.000 $8,784.77 180 1-Dec-16
4416492 XXX XXXX XX 00000 SFD 6.250 5.983 $4,287.12 180 1-Dec-16
4416552 XXXXX XX 00000 SFD 6.375 6.000 $3,889.13 180 1-Dec-16
4416660 XXXXXXXXX XX 00000 SFD 6.625 6.000 $4,389.97 180 1-Dec-16
4417400 XXXXX XXXXX XX 00000 SFD 6.625 6.000 $3,029.08 180 1-Dec-16
4417643 XXXXX XXX XX 00000 SFD 6.500 6.000 $6,271.98 180 1-Dec-16
4417679 XXXXXXXXXX XX 00000 SFD 6.250 5.983 $3,241.06 180 1-Dec-16
4417868 XXXXXX XX 00000 SFD 6.500 6.000 $2,900.79 180 1-Dec-16
4418063 XXXXXXX XX 00000 SFD 6.500 6.000 $4,268.43 180 1-Dec-16
4418104 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $3,314.57 180 1-Dec-16
4418124 XXX XXXXX XX 00000 SFD 6.625 6.000 $2,765.69 180 1-Jan-17
4418710 XXXXXXX XX 00000 LCO 6.750 6.000 $619.44 180 1-Dec-16
4419079 XXX XXXX XX 00000 SFD 6.500 6.000 $3,092.44 180 1-Dec-16
4419167 XXXXXX XX 00000 HCO 6.500 6.000 $4,181.32 180 1-Dec-16
4419468 XX XXXXX XXXXXXX XX 00000 SFD 6.625 6.000 $5,706.96 180 1-Dec-16
4420130 XXXX XXXXX XX 00000 SFD 6.625 6.000 $3,292.48 180 1-Dec-16
4420576 XXXXXXXXX XXXXXXX XX 00000 SFD 6.500 6.000 $4,355.54 180 1-Nov-16
4421254 XXXXXXXXX XX 00000 SFD 6.500 6.000 $5,444.43 180 1-Jan-17
4421516 XXX XXXXX XX 00000 SFD 6.375 6.000 $3,154.52 180 1-Dec-16
4421575 XXXXXXX XX 00000 SFD 6.250 5.983 $3,429.70 180 1-Dec-16
4422299 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,457.01 180 1-Dec-16
4424406 XXXXXXXXX XX 00000 SFD 6.250 5.983 $4,698.68 180 1-Dec-16
4426766 XXXXXX XXXXX XXXXXXX XX 00000 SFD 6.500 6.000 $1,245.69 180 1-Dec-16
4426825 XXXXXXXX XXXXXX XX 00000 SFD 6.875 6.000 $8,213.98 180 1-Dec-16
4428085 XXX XXXXXX XX 00000 SFD 6.375 6.000 $4,191.62 180 1-Jan-17
4428212 XXXXXX XXXXXX XX 00000 PUD 6.500 6.000 $2,648.17 180 1-Jan-17
4429253 XXXXXX XX 00000 SFD 6.375 6.000 $3,258.23 180 1-Dec-16
4429313 XXXXXX XX 00000 SFD 6.500 6.000 $8,153.57 180 1-Dec-16
4429351 XXXXXXXXXX XXXXX XX 00000 SFD 6.000 5.733 $3,628.58 180 1-Dec-16
4429432 XXXXXXXX XXXXX XX 00000 SFD 6.375 6.000 $4,710.17 180 1-Jan-17
4429473 XXXXX XX 00000 SFD 6.625 6.000 $5,706.96 180 1-Dec-16
4429520 XXXXX XX 00000 SFD 6.875 6.000 $3,389.05 180 1-Dec-16
4429829 XXX XXXX XXXXXXXXXX XX 00000 SFD 6.750 6.000 $3,539.64 180 1-Dec-16
4430496 XXXXXXXX XX 00000 SFD 6.250 5.983 $3,043.86 180 1-Dec-16
4431158 XXXXXXXX XXXX XX 00000 SFD 6.125 5.858 $2,560.39 180 1-Jan-17
4431333 XXX XXXXX XX 00000 SFD 6.000 5.733 $3,164.47 180 1-Jan-17
4431973 XX XXXXXX XX 00000 SFD 6.500 6.000 $3,048.88 180 1-Jan-17
4432409 XXXXXXXXX XX 00000 SFD 6.000 5.733 $4,219.29 180 1-Dec-16
4432509 XXXXXXX XX 00000 SFD 6.250 5.983 $3,871.27 180 1-Dec-16
4432569 XXX XXXXXXX XX 00000 SFD 6.375 6.000 $3,975.56 180 1-Dec-16
4433479 XXXXXXXXX XX 00000 SFD 6.375 6.000 $4,566.57 180 1-Dec-16
4433485 XXXXXX XX 00000 PUD 6.875 6.000 $1,261.98 180 1-Dec-16
4433786 XXXXX XX 00000 SFD 6.500 6.000 $4,939.18 180 1-Dec-16
4433801 XXXXXXX XX 00000 SFD 6.625 6.000 $8,779.94 180 1-Oct-16
4433830 XXX XXXX XX 00000 PUD 6.500 6.000 $3,025.36 180 1-Dec-16
4433943 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $5,226.65 180 1-Dec-16
4434242 XXXXXXX XX 00000 SFD 6.375 6.000 $3,128.59 180 1-Dec-16
4434612 XXXXXX XX 00000 SFD 6.500 6.000 $3,362.48 180 1-Dec-16
4434844 XXXXXX XXXXX XX XX 00000 SFD 6.500 6.000 $5,052.43 180 1-Dec-16
4435407 XXXXX XXXXXXX XX 00000 SFD 6.250 5.983 $4,072.76 180 1-Dec-16
4435822 XXXXXXXX XX 00000 SFD 6.875 6.000 $3,332.86 180 1-Oct-16
4435941 XXXXXX XX 00000 SFD 6.625 6.000 $3,072.98 180 1-Dec-16
4437273 XXXXXXXXX XX 00000 SFD 6.875 6.000 $2,836.10 180 1-Nov-16
4438678 XXXXXXXX XX 00000 SFD 6.500 6.000 $3,012.17 180 1-Oct-16
4438679 XXXXX XX 00000 SFD 6.500 6.000 $2,952.18 180 1-Nov-16
4438913 XXXXXXXX XX 00000 SFD 6.625 6.000 $3,141.47 180 1-Sep-16
4438994 XXXXXXXXX XX 00000 SFD 6.750 6.000 $4,181.20 180 1-Oct-16
4439885 XXXXXX XXXXX XXXXXX XX 00000 SFD 6.500 6.000 $3,127.28 180 1-Jan-17
4440093 LONGBOAT XXX XX 00000 SFD 6.625 6.000 $4,310.95 180 1-Nov-16
4440395 XXX XXXXXXXX XX 00000 SFD 6.125 5.858 $3,785.29 180 1-Jan-17
4443876 XXXXX XX 00000 SFD 6.250 5.983 $2,748.04 180 1-Dec-16
4443984 XXXXXXXXX XX 00000 SFD 6.250 5.983 $3,203.76 180 1-Jan-17
4444406 XXX XXXXX XX 00000 SFD 6.625 6.000 $4,131.84 180 1-Dec-16
4445427 XXX XXXXXXX XX 00000 SFD 6.250 5.983 $3,301.08 180 1-Dec-16
4445548 XXXXXXX XXXXX XX 00000 LCO 7.000 6.000 $6,728.18 180 1-Dec-16
4446077 XXXXXXXXX XX 00000 PUD 6.625 6.000 $3,924.63 180 1-Nov-16
4446118 XXXXX XXXXXXXXXX XX 00000 SFD 6.375 6.000 $3,457.01 180 1-Dec-16
4446743 XXXXX XXXXX XX 00000 SFD 6.375 6.000 $5,487.99 180 1-Jan-17
4593257 XXXXXXXX XX 00000 SFD 6.500 6.000 $3,014.03 180 1-Oct-16
4598892 XXXXXXXX XX 00000 SFD 6.500 6.000 $4,791.09 180 1-Oct-16
4612347 XXXXXXXX XX 00000 SFD 6.500 6.000 $5,583.80 180 1-Oct-16
4615712 XXX XXXXX XX 00000 SFD 6.625 6.000 $5,197.72 180 1-Nov-16
4620530 XXXXX XX 00000 SFD 6.625 6.000 $3,380.28 180 1-Nov-16
4622387 XXXXXX XXXXX XX 00000 LCO 6.250 5.983 $3,541.16 180 1-Nov-16
4622529 XXXX XX 00000 SFD 6.500 6.000 $3,327.63 180 1-Nov-16
4633475 XXXXX XXXXX XX 00000 SFD 6.875 6.000 $3,522.82 180 1-Oct-16
4637955 XXXXXXXXX XX 00000 SFD 6.750 6.000 $4,424.55 180 1-Nov-16
4640165 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,327.63 180 1-Nov-16
4643078 XXXXXXXX XXXXX XX 00000 SFD 6.750 6.000 $3,004.27 180 1-Nov-16
4644043 NIWOT CO 80503 SFD 6.500 6.000 $3,397.32 180 1-Oct-16
4656302 XXXXXXXXX XX 00000 SFD 6.875 6.000 $6,927.92 120 1-Nov-11
4656468 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,457.00 180 1-Nov-16
4659363 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $2,700.43 180 1-Nov-16
4663464 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $3,665.24 180 1-Nov-16
4669453 PRIOR XXXX XX 00000 SFD 6.500 6.000 $3,179.54 180 1-Nov-16
4674016 XXX XXXXX XX 00000 SFD 6.500 6.000 $3,022.74 000 0-Xxx-00
0000000 XXXXX XX 00000 SFD 6.500 6.000 $4,878.20 180 1-Oct-16
4681292 XXXXXXX XX 00000 SFD 6.625 6.000 $8,779.94 180 1-Nov-16
4687471 XXXXXX XX 00000 SFD 6.750 6.000 $4,070.58 180 1-Nov-16
4697819 MINERAL XXXXX XX 00000 SFD 6.625 6.000 $6,001.53 180 1-Oct-16
4711081 XXXXXXXXXX XX 00000 SFD 6.750 6.000 $5,309.46 180 1-Nov-16
4739611 XXXXXXX XX 00000 SFD 6.875 6.000 $3,259.73 180 1-Nov-16
4745840 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $4,753.38 180 1-Nov-16
4752671 XXXXXXXXXXX XX 00000 SFD 6.625 6.000 $3,072.98 180 1-Nov-16
4757068 XXXXXXXXX XX 00000 SFD 6.125 5.858 $3,215.36 180 1-Oct-16
4763736 XXXXXX XX 00000 SFD 6.875 6.000 $2,809.34 180 1-Nov-16
4773248 XXXXXX XX 00000 SFD 6.625 6.000 $3,950.97 180 1-Nov-16
4774246 XXXX XXXXXXX XX 00000 SFD 6.625 6.000 $3,950.97 180 1-Nov-16
4796280 XXXXXX XX 00000 SFD 6.500 6.000 $7,738.05 180 1-Nov-16
4799649 XXXXXXXX XX 00000 SFD 6.750 6.000 $3,044.09 180 1-Oct-16
4800439 XXXXX XXXXX XX 00000 SFD 6.500 6.000 $3,737.05 180 1-Nov-16
4803334 XXXX XXX XXXXXX XX 00000 SFD 6.750 6.000 $5,436.00 180 1-Nov-16
4829966 XXXXXXXXXX XX 00000 LCO 6.500 6.000 $4,355.54 180 1-Nov-16
4837225 XXXXX XXXXX XX 00000 SFD 6.875 6.000 $2,943.12 180 1-Nov-16
4886255 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $3,745.76 180 1-Nov-16
4898011 XXXXXXXXXXX XX 00000 SFD 6.375 6.000 $3,512.31 180 1-Nov-16
0000000 XXXXXXX XX 00000 SFD 6.500 6.000 $3,048.88 180 1-Nov-16
4948915 XXXX XXX XXXXXX XX 00000 SFD 6.625 6.000 $4,170.47 000 0-Xxx-00
0000000 XXX XXXXXX XX 00000 SFD 6.625 6.000 $3,317.50 180 1-Nov-16
4986378 XXXXX XXX XX 00000 SFD 6.500 6.000 $3,345.05 000 0-Xxx-00
0000000 XXXXX XX 00000 SFD 6.375 6.000 $4,494.10 180 1-Nov-16
5104874 XXXXX XXXX XX 00000 SFD 6.500 6.000 $5,923.53 180 1-Nov-16
5108097 XXXXX XXXX XX 00000 SFD 6.750 6.000 $3,114.00 180 1-Nov-16
5260543 XXXXXXXX XX 00000 LCO 6.500 6.000 $3,789.32 180 1-Nov-16
5465463 XXXXXX XX 00000 SFD 6.500 6.000 $3,048.88 180 1-Nov-16
5615950 XXXXX XX 00000 SFD 6.625 6.000 $3,511.98 180 1-Nov-16
5677935 XXXXXX XX 00000 SFD 6.375 6.000 $3,144.58 180 1-Nov-16
5760739 XXXXXXX XX 00000 SFD 6.375 6.000 $2,895.24 180 1-Dec-16
5776034 XXXXXXXXXX XX 00000 SFD 6.125 5.858 $5,529.06 180 1-Nov-16
5825876 XXXXXXX XX 00000 SFD 6.125 5.858 $3,827.82 180 1-Dec-16
5945972 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $3,889.13 180 1-Dec-16
5974005 XXXXXXXXXX XXXX XX 00000 SFD 6.500 6.000 $2,844.17 180 1-Nov-16
5987797 XXXXXXX XX 00000 SFD 6.625 6.000 $4,038.77 180 1-Nov-16
5990663 XXXXXXX XX 00000 SFD 7.000 6.000 $1,402.18 180 1-Jul-16
6010398 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,834.62 180 1-Dec-16
6027731 XXXXXXX XX 00000 SFD 6.750 6.000 $2,787.47 180 1-Aug-16
6029942 XXXXXXXXXX XX 00000 SFD 6.875 6.000 $2,964.57 180 1-Sep-16
6120969 XXXXXXXXX XX 00000 SFD 6.375 6.000 $4,361.01 180 1-Nov-16
6126492 XXXXXXX XX 00000 SFD 6.250 5.983 $4,650.66 180 1-Nov-16
6140304 XXXXXXXXX XX 00000 SFD 6.500 6.000 $6,533.31 180 1-Nov-16
6158110 DAKOTA XXXXX XX 00000 SFD 6.625 6.000 $3,432.96 180 1-Nov-16
6183249 XXXXXXXX XX 00000 SFD 6.250 5.983 $3,468.28 180 1-Nov-16
6195126 XXXXXXXXXXX XX 00000 SFD 6.375 6.000 $8,512.87 180 1-Nov-16
6200829 XXXX XXXXXXX XX 00000 SFD 6.750 6.000 $5,061.68 180 1-Nov-16
6221819 XXXXXXXX XX 00000 SFD 6.500 6.000 $4,791.09 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.500 6.000 $2,780.57 180 1-Nov-16
6241241 XXX XXXXXX XX 00000 SFD 6.375 6.000 $4,208.90 180 1-Nov-16
6244403 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $2,809.58 180 1-Nov-16
0000000 XXXXXXX XX 00000 SFD 6.250 5.983 $7,288.09 180 1-Dec-16
7743209 XXXXXX XX 00000 SFD 6.875 6.000 $6,581.88 180 1-Nov-16
8380782 XXXXXXXX XX 00000 SFD 7.250 6.000 $3,286.31 180 1-Oct-16
8388275 XXXXXXX XX 00000 SFD 6.500 6.000 $6,271.97 180 1-Oct-16
8422218 XXXXXX XXXXXXXX XX 00000 SFD 6.500 6.000 $3,771.90 180 1-Nov-16
8424770 XXXX XX 00000 SFD 6.500 6.000 $3,686.96 180 1-Nov-16
8467470 XX.XXXXXXX XX 00000 SFD 6.875 6.000 $5,797.05 180 1-Oct-16
8576261 XXXXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $4,389.97 180 1-Nov-16
8638623 XXXXXXXXXX XXX XX 00000 SFD 6.875 6.000 $2,809.34 180 1-Nov-16
8739349 XXX XXXXX XX 00000 SFD 6.375 6.000 $4,744.73 180 1-Dec-16
8754978 XXXXX XXXXXXX XX 00000 SFD 6.875 6.000 $5,172.75 180 1-Oct-16
8784240 XXXXXXXXX XX 00000 SFD 7.000 6.000 $3,397.17 180 1-Sep-16
8797164 XXXX XX 00000 SFD 6.750 6.000 $3,760.87 180 1-Oct-16
8827952 XXXXXXX XX 00000 LCO 7.000 6.000 $3,954.84 180 1-Sep-16
8837556 XXXXXXX XX 00000 SFD 7.000 6.000 $3,232.19 180 1-Sep-16
8863531 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $8,711.07 180 1-Oct-16
8889168 XXXXXXX XX 00000 SFD 6.500 6.000 $3,484.43 180 1-Oct-16
8890384 XXXXXXX XXXXX XX 00000 SFD 6.875 6.000 $8,254.11 180 1-Oct-16
8891920 XXXXXXX XXXX XX 00000 SFD 6.750 6.000 $5,751.91 180 1-Nov-16
8894606 XXXXXX XX 00000 SFD 6.625 6.000 $3,863.17 000 0-Xxx-00
0000000 XX XXXXXX CA 91011 SFD 6.750 6.000 $5,309.46 180 1-Oct-16
8899082 XXXXX XX 00000 SFD 6.750 6.000 $2,920.20 180 1-Oct-16
8900019 XXXXXX XXXXX XX 00000 SFD 6.750 6.000 $6,348.34 180 1-Nov-16
8900125 XXXXXXX XXXXX XX 00000 SFD 6.500 6.000 $8,711.07 180 1-Oct-16
8905065 XXXXXXXXXX XX 00000 SFD 6.750 6.000 $4,424.55 180 1-Oct-16
8913293 XXXXX XXXX XX 00000 SFD 6.625 6.000 $4,916.77 180 1-Oct-16
0000000 XXX XXXXX XX 00000 SFD 7.000 6.000 $5,842.38 180 1-Oct-16
8916399 XXXXXXXX XX 00000 SFD 6.625 6.000 $3,450.52 180 1-Nov-16
8918215 XXX XXXX XX 00000 SFD 7.000 6.000 $5,842.38 180 1-Oct-16
8920751 XXX XXXX XX 00000 SFD 6.750 6.000 $6,468.69 180 1-Oct-16
8923280 XXXXXXXXX XXXXX XX 00000 SFD 6.625 6.000 $4,872.87 180 1-Oct-16
8923667 XXXXXXXXXX XXXXX XX 00000 SFD 6.875 6.000 $4,191.72 180 1-Nov-16
8923802 XXXXX XXXXX XX 00000 SFD 6.625 6.000 $8,692.14 180 1-Oct-16
8926086 XXXXXXX XX 00000 SFD 6.750 6.000 $5,309.46 180 1-Nov-16
8927478 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,680.43 180 1-Nov-16
8932003 XXXXXXXXX XX 00000 SFD 7.000 6.000 $3,325.66 180 1-Oct-16
8932713 XXXXXX XXXXXX XX 00000 SFD 6.625 6.000 $3,160.78 180 1-Nov-16
8934939 XXXXXXXX XX 00000 SFD 6.750 6.000 $2,707.82 180 1-Nov-16
8935618 XXXXXXXX XXXXXX XX 00000 SFD 6.750 6.000 $6,943.88 180 1-Nov-16
8939447 XXXX XXXXXX XX 00000 SFD 6.625 6.000 $4,263.54 180 1-Oct-16
9226150 XXXXX XXXXX XX 00000 SFD 6.625 6.000 $3,002.74 180 1-Nov-16
9234279 XXX XXXX XX 00000 SFD 6.500 6.000 $4,752.77 180 1-Nov-16
9268014 XXX XXXXXXXXX XX 00000 LCO 7.000 6.000 $4,970.52 180 1-Dec-16
9298183 XXXX XXXXX XX 00000 SFD 6.250 5.983 $3,901.28 180 1-Dec-16
9312497 XXXXXX XXXXXX XX 00000 SFD 6.625 6.000 $3,731.48 180 1-Nov-16
9324914 XXXXXXX XX 00000 SFD 6.500 6.000 $3,588.97 180 1-Nov-16
9328352 XXX XXXXX XX 00000 SFD 6.500 6.000 $4,024.52 180 1-Dec-16
9328610 XX XXXXXXX XX 00000 SFD 6.625 6.000 $3,248.58 180 1-Nov-16
9330142 XXXXXXXXXXX XX 00000 SFD 7.000 6.000 $4,008.78 180 1-Nov-16
9330697 XXX XXXXX XX 00000 SFD 6.250 5.983 $5,568.97 180 1-Dec-16
9330817 XXX XXXX XX 00000 SFD 6.750 6.000 $4,566.14 180 1-Oct-16
9331063 XXXXXXX XX 00000 SFD 6.375 6.000 $3,596.15 180 1-Oct-16
9331252 XXXXXXXXX XX 00000 SFD 6.750 6.000 $5,566.08 180 1-Oct-16
9333804 XXXXXX XXXXXX XX 00000 SFD 7.000 6.000 $2,930.18 180 1-Oct-16
9334636 XXXXXXXXX XX 00000 SFD 5.875 5.608 $4,185.60 180 1-Oct-16
9334800 XXXXXXXXXX XX 00000 SFD 7.000 6.000 $8,305.18 180 1-Nov-16
9334927 XXXXXXXX XX 00000 SFD 6.500 6.000 $6,097.76 180 1-Oct-16
9335921 XXXXXXX XX 00000 SFD 6.375 6.000 $3,132.91 180 1-Nov-16
9336451 XXX XXXX XX 00000 SFD 6.750 6.000 $3,283.02 180 1-Nov-16
9336557 XXXXXX XXXXXX XX 00000 SFD 6.875 6.000 $4,231.85 180 1-Nov-16
9336628 XXX XXXXXXXXX XX 00000 SFD 6.625 6.000 $7,462.95 180 1-Dec-16
9337782 XXXXXXX XXXX XX 00000 SFD 6.875 6.000 $3,148.25 180 1-Nov-16
9337842 XXXXXX XXXXX XX 00000 SFD 6.875 6.000 $4,013.35 180 1-Dec-16
9337865 XXXXXXXXXX XX 00000 SFD 6.375 6.000 $2,998.95 000 0-Xxx-00
0000000 XXXX XX 00000 SFD 6.500 6.000 $5,226.65 000 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 6.625 6.000 $4,170.47 180 1-Dec-16
9338183 XXX XXXXXXXXX XX 00000 SFD 6.875 6.000 $3,719.03 180 1-Nov-16
9338343 XXXXXXXX XX 00000 SFD 6.625 6.000 $3,850.01 180 1-Nov-16
9338397 XXXXXXXXX XX 00000 SFD 7.125 6.000 $3,256.47 180 1-Nov-16
9339265 XXXXXXXX XX 00000 SFD 6.500 6.000 $5,618.65 180 1-Nov-16
9339326 XXXXX XXXX XX 00000 SFD 6.875 6.000 $2,836.10 180 1-Dec-16
9339589 XX XXXXXX XX 00000 SFD 6.250 5.983 $3,429.70 180 1-Nov-16
0000000 XXXXXXX XX 00000 SFD 6.875 6.000 $3,076.90 180 1-Nov-16
9339743 XXXXXX XX 00000 SFD 6.750 6.000 $3,426.37 180 1-Nov-16
9339950 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $6,677.04 000 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 6.500 6.000 $3,429.99 180 1-Nov-16
9340279 XXXXXXX XX 00000 SFD 6.375 6.000 $3,089.70 180 1-Nov-16
9341190 XXX XXXX XX 00000 SFD 6.750 6.000 $2,884.81 000 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 6.625 6.000 $3,226.63 180 1-Nov-16
9341424 XXXX XXXX XX 00000 SFD 6.500 6.000 $5,575.09 180 1-Nov-16
9343917 XXXX XXXX XX 00000 SFD 6.500 6.000 $3,645.58 180 1-Dec-16
9344484 XXXXX XXXXX XX 00000 SFD 6.500 6.000 $3,048.88 180 1-Dec-16
9344625 XXX XXXX XX 00000 SFD 6.375 6.000 $3,759.49 180 1-Jan-17
9344923 XXXXXX XXXX XX 00000 SFD 6.375 6.000 $4,753.38 180 1-Dec-16
9345410 XXXXXXX XX 00000 SFD 6.625 6.000 $3,106.35 180 1-Jan-17
9346814 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $2,821.00 180 1-Dec-16
9347663 XXXXXXX XX 00000 SFD 6.375 6.000 $2,644.61 180 1-Dec-16
9349696 XXXXXX XX 00000 SFD 6.500 6.000 $4,660.43 180 1-Dec-16
9350027 XXXXXXXX XX 00000 SFD 6.750 6.000 $4,973.20 180 1-Dec-16
9351188 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,353.30 180 1-Dec-16
0000000 XXXXXXX XX 00000 SFD 6.750 6.000 $3,982.10 180 1-Dec-16
9351727 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,933.05 180 1-Dec-16
9353173 XXXXXXX XX 00000 SFD 6.750 6.000 $5,751.92 180 1-Dec-16
9354461 XXXXXXX XX 00000 SFD 6.500 6.000 $3,854.65 180 1-Dec-16
9354741 XXXXXXXXX XX 00000 SFD 6.250 5.983 $2,803.77 180 1-Dec-16
9356619 XXXXXXXXX XX 00000 SFD 7.000 6.000 $4,853.68 180 1-Dec-16
9358023 XXXXXXXX XX 00000 SFD 6.500 6.000 $4,669.14 180 1-Nov-16
9358025 XXXXXXXX XX 00000 SFD 6.500 6.000 $3,071.52 180 1-Dec-16
9359162 XXXXXXXX XX 00000 SFD 6.875 6.000 $5,261.94 180 1-Dec-16
9361029 XXXXXX XXXXX XX 00000 SFD 6.750 6.000 $6,194.37 180 1-Dec-16
9363333 XXX XXXX XX 00000 SFD 6.625 6.000 $8,472.64 180 1-Dec-16
9363884 XXXXXX XXXXXXX XX XX 00000 SFD 6.500 6.000 $3,484.43 180 1-Dec-16
9434070 XXXXXX XX 00000 SFD 6.375 6.000 $5,444.78 180 1-Dec-16
9434462 XXXXXXX XX 00000 LCO 6.375 6.000 $4,105.19 180 1-Dec-16
9438397 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,937.41 180 1-Dec-16
9439048 XX XXXXX XX 00000 SFD 6.375 6.000 $2,986.42 180 1-Dec-16
9439221 XXXXXXXX XXXX XX 00000 SFD 6.625 6.000 $5,004.57 180 1-Dec-16
9439517 XXXXXXXX XX 00000 SFD 6.250 5.983 $3,472.57 180 1-Dec-16
9439935 XXXXXXXXX XX 00000 SFD 6.375 6.000 $3,301.44 180 1-Dec-16
9440407 XXX XXXXX XX 00000 SFD 6.625 6.000 $3,915.86 180 1-Dec-16
9440603 XXXX XXXXXX XX 00000 SFD 6.375 6.000 $3,094.02 180 1-Jan-17
9444111 XXX XXXXXXX XX 00000 SFD 6.750 6.000 $5,389.10 180 1-Dec-16
9444305 XXXXXXX XXXXX XX 00000 HCO 6.625 6.000 $3,450.52 180 1-Dec-16
9444381 XXXXXXXXX XX 00000 SFD 6.375 6.000 $3,318.73 180 1-Dec-16
9445204 XXXXXXX XX 00000 SFD 6.375 6.000 $4,753.38 180 1-Dec-16
9447287 XXXXXXXXXX XX 00000 SFD 5.875 5.608 $3,850.75 000 0-Xxx-00
0000000 XXXXXXXXX XX 00000 SFD 6.625 6.000 $3,072.98 180 1-Nov-16
9450012 XXXXX XX 00000 SFD 6.500 6.000 $8,711.07 000 0-Xxx-00
0000000 XXXXX XX 00000 SFD 6.750 6.000 $3,645.83 180 1-Nov-16
9454650 XXXXXX XXXXXXX XX 00000 LCO 6.625 6.000 $6,124.01 180 1-Dec-16
9455443 XXXXXX XX 00000 SFD 6.500 6.000 $3,048.88 180 1-Dec-16
9455949 XXXXX XXXX XX 00000 SFD 6.500 6.000 $3,493.14 180 1-Nov-16
9456622 XXXXX XXXXX XX 00000 SFD 6.375 6.000 $5,012.65 180 1-Nov-16
9458028 XXXXXXXXXX XXXX XX 00000 SFD 6.500 6.000 $4,784.12 180 1-Dec-16
9458895 XXXXXX XX 00000 SFD 7.000 6.000 $8,538.87 180 1-Nov-16
9460498 XXXXXXX XX 00000 SFD 6.375 6.000 $3,240.94 180 1-Nov-16
9463121 XXXXXXX XX 00000 SFD 6.375 6.000 $3,457.00 000 0-Xxx-00
0000000 XXXXXXXXX XX 00000 SFD 6.375 6.000 $3,396.02 180 1-Nov-16
9468156 XXXXXXXXXXX XX 00000 SFD 6.250 5.983 $3,209.98 180 1-Nov-16
9472625 XXXXXXXXXXXX XXXX XX 00000 SFD 6.500 6.000 $4,311.98 180 1-Nov-16
9477937 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $2,961.77 180 1-Nov-16
9482236 XXXXXXXXXX XX 00000 SFD 6.500 6.000 $7,839.97 180 1-Nov-16
9485950 XXXXX XXXX XX 00000 SFD 6.500 6.000 $3,702.21 180 1-Nov-16
9491747 XXXXXXX XX 00000 SFD 6.500 6.000 $3,388.61 180 1-Nov-16
9492612 XXXXXXXXX XX 00000 SFD 6.375 6.000 $3,917.21 180 1-Nov-16
9494716 XXXXX XX XX 00000 SFD 6.375 6.000 $3,457.00 180 1-Nov-16
9500698 XXXXXX XXXXX XX 00000 SFD 6.500 6.000 $6,411.35 180 1-Nov-16
9868118 XXX XXXX XX 00000 SFD 6.375 6.000 $5,970.25 180 1-Dec-16
9868360 XXXXX XX 00000 SFD 6.625 6.000 $5,180.16 180 1-Nov-16
9869107 XXXXXXXX XX 00000 SFD 6.250 5.983 $6,430.68 180 1-Dec-16
9869347 XXX XXXXX XX 00000 SFD 6.250 5.983 $5,573.25 180 1-Jan-17
9870213 XXXXXX XXXXX XXXXXX XX 00000 SFD 6.375 6.000 $4,727.45 180 1-Dec-16
9871507 XXXXXX XX 00000 SFD 6.500 6.000 $3,000.96 180 1-Nov-16
9873467 XXXXXXXX XX 00000 SFD 6.375 6.000 $3,457.01 180 1-Jan-17
9873511 XXXXXXXX XX 00000 SFD 6.375 6.000 $4,191.62 180 1-Jan-17
9873883 XXXX XX 00000 SFD 6.625 6.000 $2,932.50 180 1-Dec-16
9874267 XXXXX XXXX XX 00000 SFD 6.625 6.000 $3,029.08 180 1-Nov-16
9874295 XXXXX XXXX XX 00000 SFD 6.500 6.000 $3,636.87 180 1-Nov-16
9874568 XXXXXX XXXXXXX XX 00000 PUD 6.625 6.000 $3,170.44 180 1-Nov-16
9874622 XXXX XXXXX XX 00000 SFD 6.500 6.000 $2,800.17 180 1-Nov-16
9875400 XXXXXXXXX XX 00000 SFD 6.250 5.983 $4,544.35 180 1-Jan-17
9877540 XXXXX XX 00000 SFD 6.375 6.000 $5,531.20 180 1-Dec-16
9878145 XXXXX XXXX XX 00000 SFD 6.625 6.000 $3,542.70 180 1-Nov-16
9878175 XXXXXXXXXXXXX XX 00000 SFD 6.375 6.000 $3,119.94 180 1-Dec-16
9884116 XXXXXX XX 00000 SFD 6.375 6.000 $3,357.61 180 1-Dec-16
9891244 XXXX XX 00000 SFD 6.250 5.983 $4,714.20 180 1-Jan-17
9893883 XXX XXXXXX XX 00000 SFD 6.375 6.000 $2,778.56 180 1-Jan-17
9895955 XXXXXX XXXXXX XX 00000 SFD 6.500 6.000 $2,804.97 180 1-Nov-16
9900994 XXX XXXXXXX XX 00000 SFD 6.625 6.000 $4,389.97 180 1-Jan-17
9902492 XXXXX XXXXXXXX XX 00000 SFD 6.375 6.000 $3,059.45 180 1-Dec-16
9917284 XXXXXXXX XX 00000 SFD 6.375 6.000 $2,616.95 180 1-Nov-16
9917342 XXXXXX XXXXXXX XX 00000 SFD 6.625 6.000 $3,055.42 180 1-Dec-16
9917556 XXXXXXX XX 00000 SFD 6.000 5.733 $2,902.87 180 1-Dec-16
9917673 XXXXX XXXXX XX 00000 SFD 6.375 6.000 $3,068.09 180 1-Dec-16
9917692 XXXXX XXXXXX XXXXXXX XX 00000 SFD 6.125 5.858 $3,104.78 180 1-Dec-16
9917820 XXXXXXX XX 00000 PUD 6.375 6.000 $4,641.03 180 1-Dec-16
9917850 XXXXX XXXX XX 00000 SFD 6.625 6.000 $2,941.28 180 1-Dec-16
9917880 XXXXXXXX XX 00000 SFD 6.250 5.983 $3,275.36 180 1-Dec-16
9924025 XXXXXXXXXX XX 00000 SFD 6.750 6.000 $4,530.74 180 1-Jan-17
9924874 XXXXXXXXXX XX 00000 SFD 6.250 5.983 $4,420.01 180 1-Dec-16
9924915 XXXXXXXXXXXX XX 00000 SFD 6.625 6.000 $3,160.78 180 1-Dec-16
9924961 XXXXXXX XX 00000 SFD 6.375 6.000 $3,837.28 180 1-Dec-16
9924962 XXXXXXXXXXX XX 00000 SFD 6.375 6.000 $3,457.01 180 1-Dec-16
9924970 XXXXXXXXX XX 00000 SFD 6.625 6.000 $4,141.50 180 1-Dec-16
9925064 XX XXXX XX 00000 SFD 6.375 6.000 $2,840.79 180 1-Dec-16
9925114 XXXXX XXXXX XXXXX XX 00000 SFD 6.250 5.983 $4,038.46 180 1-Dec-16
9925347 XXXXXX XX 00000 SFD 6.125 5.858 $3,300.42 180 1-Dec-16
9927334 XXXXXX XX 00000 SFD 6.750 6.000 $3,982.10 180 1-Nov-16
COUNT: 562
WAC: 6.54377125
WAM: 178.367094
WALTV: 58.35200546
[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
---------------------------------------------------------------------------------------
1001961 $375,070.76 79.79 0.250 0.017 0.000
1004269 $306,952.27 65.26 0.250 0.017 0.358
1010783 $875,317.47 55.50 0.250 0.017 0.483
1011387 $518,935.82 74.62 0.250 0.017 0.358
2010881 $446,386.22 75.00 0.250 0.017 0.483
2020279 $569,214.38 50.48 0.250 0.017 0.233
2040193 $413,251.62 68.77 0.250 0.017 0.233
2710676 $364,382.05 80.00 0.250 0.017 0.358
3841386 $346,470.51 75.00 0.250 0.017 0.358
3841585 $355,362.01 70.00 0.250 0.017 0.358
3844865 $471,219.45 76.16 0.250 0.017 0.108
3845241 $991,686.46 41.67 0.250 0.017 0.733
3845363 $712,845.47 60.00 0.250 0.017 0.233
3845475 $334,749.52 37.67 0.250 0.017 0.233
3846942 $373,489.19 80.00 0.250 0.017 0.108
3848708 $865,367.84 69.13 0.250 0.017 0.483
3851640 $507,841.27 79.98 0.250 0.017 0.358
3858771 $318,934.50 50.71 0.250 0.017 0.733
3890041 $613,969.39 80.00 0.250 0.017 0.483
3891860 $496,731.90 64.52 0.250 0.017 0.358
3892078 $362,363.12 69.85 0.250 0.017 0.233
3892096 $386,206.54 58.65 0.250 0.017 0.483
4073433 $389,410.19 80.00 0.250 0.017 0.233
4086740 $363,384.84 80.00 0.250 0.017 0.358
4102349 $496,193.95 58.82 0.250 0.017 0.233
4108868 $514,975.11 80.00 0.250 0.017 0.233
4118493 $415,781.87 22.70 0.250 0.017 0.108
4156329 $320,899.76 77.30 0.250 0.017 0.233
4171765 $371,352.46 55.56 0.250 0.017 0.483
4176327 $552,862.59 70.00 0.250 0.017 0.358
4182689 $405,925.89 68.33 0.250 0.017 0.233
4216385 $311,004.91 80.00 0.250 0.017 0.608
4233675 $427,426.59 69.40 0.250 0.017 0.108
4262053 $627,924.52 63.00 0.250 0.017 0.233
4274660 $627,150.00 52.26 0.250 0.017 0.608
4274766 $117,830.04 79.87 0.250 0.017 0.358
4283348 $561,663.49 63.31 0.250 0.017 0.358
4295882 $434,736.08 90.00 01 0.250 0.017 0.733
4311069 $374,761.30 25.07 0.250 0.017 0.233
4313574 $323,300.00 43.99 0.250 0.017 0.233
4315032 $412,039.60 80.00 0.250 0.017 0.733
4316556 $407,942.32 79.44 0.250 0.017 0.608
4316949 $336,925.29 59.52 0.250 0.017 0.108
4317494 $388,715.18 64.46 0.250 0.017 0.233
4319197 $319,907.93 62.94 0.250 0.017 0.000
4319975 $735,122.23 61.46 0.250 0.017 0.483
4320702 $582,193.08 56.52 0.250 0.017 0.608
4321431 $353,855.45 66.11 0.250 0.017 0.483
4323445 $309,600.00 70.36 0.250 0.017 0.733
4325989 $406,670.28 77.71 0.250 0.017 0.358
4327422 $434,235.42 73.25 0.250 0.017 0.000
4327919 $608,042.60 69.94 0.250 0.017 0.483
4328062 $332,484.78 46.15 0.250 0.017 0.108
4333116 $313,000.00 74.52 0.250 0.017 0.233
4333180 $348,883.71 68.63 0.250 0.017 0.608
4333562 $498,422.52 71.43 0.250 0.017 0.733
4334153 $418,601.39 56.00 0.250 0.017 0.108
4334772 $595,993.37 48.58 0.250 0.017 0.108
4337054 $347,000.00 66.73 0.250 0.017 0.483
4337610 $565,132.07 49.74 0.250 0.017 0.233
4338974 $403,708.29 44.02 0.250 0.017 0.608
4339422 $498,334.99 80.00 0.250 0.017 0.108
4339440 $903,987.94 67.41 0.250 0.017 0.233
4341016 $347,712.32 46.67 0.250 0.017 0.358
4341188 $983,500.00 70.00 0.250 0.017 0.608
4342561 $363,469.93 60.51 0.250 0.017 0.233
4342961 $671,533.89 80.00 0.250 0.017 0.233
4343132 $323,952.17 53.72 0.250 0.017 0.483
4343907 $322,514.12 44.89 0.250 0.017 0.233
4344360 $558,194.50 48.70 0.250 0.017 0.483
4345784 $558,094.83 32.94 0.250 0.017 0.000
4346162 $623,937.69 47.97 0.250 0.017 0.233
4347854 $134,469.43 57.45 0.250 0.017 0.608
4347892 $357,817.30 43.25 0.250 0.017 0.233
4348144 $568,220.98 58.07 0.250 0.017 0.233
4350240 $495,900.00 90.00 24 0.250 0.017 0.358
4350332 $726,823.45 54.01 0.250 0.017 0.358
4350766 $603,116.99 76.84 0.250 0.017 0.608
4352260 $360,800.18 56.08 0.250 0.017 0.000
4352345 $491,250.00 75.00 0.250 0.017 0.358
4352361 $647,500.00 70.00 0.250 0.017 0.358
4352671 $483,384.94 62.84 0.250 0.017 0.108
4353101 $528,253.96 35.33 0.250 0.017 0.233
4354412 $600,000.00 12.50 0.250 0.017 0.233
4354671 $346,631.92 46.29 0.250 0.017 0.608
4354915 $489,678.31 67.99 0.250 0.017 0.358
4355042 $442,778.74 42.95 0.250 0.017 0.608
4355620 $337,500.00 84.38 24 0.250 0.017 0.233
4356815 $908,030.95 35.04 0.250 0.017 0.358
4357560 $346,841.15 59.49 0.250 0.017 0.108
4357872 $387,000.00 48.50 0.250 0.017 0.483
4358857 $353,830.48 58.68 0.250 0.017 0.233
4358957 $323,929.32 54.17 0.250 0.017 0.233
4359016 $114,617.05 74.19 0.250 0.017 0.108
4359045 $637,891.58 73.99 0.250 0.017 0.233
4360733 $446,828.31 74.22 0.250 0.017 0.233
4361634 $381,490.09 48.00 0.250 0.017 0.358
4363188 $472,000.00 55.20 0.250 0.017 0.233
4363661 $344,780.22 40.35 0.250 0.017 0.608
4364199 $364,933.00 60.82 0.250 0.017 0.108
4364243 $410,000.00 49.40 0.250 0.017 0.000
4366216 $313,962.26 39.38 0.250 0.017 0.233
4366289 $397,522.97 36.36 0.250 0.017 0.983
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4366880 $498,334.99 58.82 0.250 0.017 0.108
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4367528 $460,000.00 62.16 0.250 0.017 0.108
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4369583 $500,035.14 69.66 0.250 0.017 0.358
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4371547 $359,286.59 44.78 0.250 0.017 0.000
4371614 $482,012.12 40.30 0.250 0.017 0.000
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4373447 $632,862.65 58.53 0.250 0.017 0.000
4373705 $462,500.00 50.82 0.250 0.017 0.233
4373890 $437,185.30 73.33 0.250 0.017 0.608
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4374840 $373,751.25 50.00 0.250 0.017 0.108
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4377037 $622,963.05 65.10 0.250 0.017 0.358
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4378524 $647,858.63 54.17 0.250 0.017 0.233
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4394786 $388,715.18 62.40 0.250 0.017 0.233
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9338343 $435,633.87 43.85 0.250 0.017 0.358
9338397 $357,123.72 53.66 0.250 0.017 0.858
9339265 $638,433.17 47.78 0.250 0.017 0.233
9339326 $316,985.78 45.43 0.250 0.017 0.608
9339589 $397,300.25 60.15 0.250 0.017 0.000
9339635 $342,793.02 66.35 0.250 0.017 0.608
9339743 $384,696.24 80.00 0.250 0.017 0.483
9339950 $761,436.00 70.00 0.250 0.017 0.233
9340064 $391,148.62 75.00 0.250 0.017 0.233
9340279 $355,112.71 59.58 0.250 0.017 0.108
9341190 $323,891.97 52.16 0.250 0.017 0.483
9341343 $364,824.57 61.25 0.250 0.017 0.358
9341424 $635,771.74 50.87 0.250 0.017 0.233
9343917 $417,121.30 34.02 0.250 0.017 0.233
9344484 $348,846.95 53.85 0.250 0.017 0.233
9344625 $435,000.00 43.94 0.250 0.017 0.108
9344923 $548,168.50 45.83 0.250 0.017 0.108
9345410 $353,800.00 22.11 0.250 0.017 0.358
9346814 $319,517.05 42.28 0.250 0.017 0.358
9347663 $304,503.49 76.50 0.250 0.017 0.108
9349696 $533,237.49 66.88 0.250 0.017 0.233
9350027 $560,188.05 44.96 0.250 0.017 0.483
9351188 $386,707.95 29.85 0.250 0.017 0.108
9351589 $428,526.65 67.16 0.250 0.017 0.483
9351727 $450,012.58 70.00 0.250 0.017 0.233
9353173 $647,904.33 38.24 0.250 0.017 0.483
9354461 $441,042.23 75.00 0.250 0.017 0.233
9354741 $325,899.35 73.90 0.250 0.017 0.000
9356619 $538,150.00 65.06 0.250 0.017 0.733
9358023 $532,458.82 16.49 0.250 0.017 0.233
9358025 $351,438.40 50.37 0.250 0.017 0.233
9359162 $588,118.27 69.82 0.250 0.017 0.608
9361029 $697,743.13 53.85 0.250 0.017 0.483
9363333 $961,854.96 56.76 0.250 0.017 0.358
9363884 $398,682.24 55.56 0.250 0.017 0.233
9434070 $627,902.10 50.40 0.250 0.017 0.108
9434462 $473,418.25 67.47 0.250 0.017 0.108
9438397 $450,410.92 41.09 0.250 0.017 0.233
9439048 $344,399.31 80.00 0.250 0.017 0.108
9439221 $568,142.30 61.62 0.250 0.017 0.358
9439517 $403,636.80 48.21 0.250 0.017 0.000
9439935 $380,727.94 87.61 06 0.250 0.017 0.108
9440407 $444,462.29 59.47 0.250 0.017 0.358
9440603 $358,000.00 47.73 0.250 0.017 0.108
9444111 $607,036.53 75.19 0.250 0.017 0.483
9444305 $391,719.17 65.50 0.250 0.017 0.358
9444381 $382,721.27 80.00 0.250 0.017 0.108
9445204 $548,168.50 50.00 0.250 0.017 0.108
9447287 $456,794.84 80.00 0.250 0.017 0.000
9448132 $347,712.32 50.00 0.250 0.017 0.358
9450012 $993,393.35 63.49 0.250 0.017 0.233
9454385 $409,335.87 80.00 0.250 0.017 0.483
9454650 $695,226.77 75.00 0.250 0.017 0.358
9455443 $348,846.95 26.92 0.250 0.017 0.233
9455949 $398,350.73 48.61 0.250 0.017 0.233
9456622 $576,126.94 64.44 0.250 0.017 0.108
9458028 $547,390.71 54.92 0.250 0.017 0.233
9458895 $943,988.11 51.35 0.250 0.017 0.733
9460498 $372,495.86 78.29 0.250 0.017 0.108
9463121 $397,328.92 61.54 0.250 0.017 0.108
9465168 $389,913.90 72.10 0.250 0.017 0.108
9468156 $371,848.22 66.61 0.250 0.017 0.000
9472625 $490,434.71 67.81 0.250 0.017 0.233
9477937 $337,753.73 73.91 0.250 0.017 0.233
9482236 $890,880.01 69.23 0.250 0.017 0.233
9485950 $422,192.16 28.33 0.250 0.017 0.233
9491747 $386,430.00 70.73 0.250 0.017 0.233
9492612 $450,223.34 70.00 0.250 0.017 0.108
9494716 $397,328.92 75.54 0.250 0.017 0.108
9500698 $731,137.50 80.00 0.250 0.017 0.233
9868118 $688,499.63 41.87 0.250 0.017 0.108
9868360 $586,143.66 49.17 0.250 0.017 0.358
9869107 $747,475.57 55.56 0.250 0.017 0.000
9869347 $650,000.00 28.89 0.250 0.017 0.000
9870213 $545,178.49 60.78 0.250 0.017 0.108
9871507 $342,224.02 63.80 0.250 0.017 0.233
9873467 $400,000.00 49.54 0.250 0.017 0.108
9873511 $485,000.00 31.29 0.250 0.017 0.108
9873883 $332,911.46 66.80 0.250 0.017 0.358
9874267 $342,745.01 68.66 0.250 0.017 0.358
9874295 $413,378.60 55.67 0.250 0.017 0.233
9874568 $358,739.78 55.55 0.250 0.017 0.358
9874622 $319,326.30 50.23 0.250 0.017 0.233
9875400 $530,000.00 74.13 0.250 0.017 0.000
9877540 $637,868.80 80.00 0.250 0.017 0.108
9878145 $400,862.65 59.78 0.250 0.017 0.358
9878175 $358,801.50 55.54 0.250 0.017 0.108
9884116 $387,206.30 77.70 0.250 0.017 0.108
9891244 $549,810.00 90.00 0.250 0.017 0.000
9893883 $321,500.00 49.46 0.250 0.017 0.108
9895955 $319,017.00 45.35 0.250 0.017 0.233
9900994 $500,000.00 58.14 0.250 0.017 0.358
9902492 $352,821.18 63.21 0.250 0.017 0.108
9917284 $300,778.00 36.05 0.250 0.017 0.108
9917342 $346,865.83 79.09 0.250 0.017 0.358
9917556 $342,817.13 80.00 0.250 0.017 0.000
9917673 $353,817.85 59.17 0.250 0.017 0.108
9917692 $363,758.25 36.50 0.250 0.017 0.000
9917820 $535,211.79 70.20 0.250 0.017 0.108
9917850 $333,908.20 58.26 0.250 0.017 0.358
9917880 $380,714.23 48.48 0.250 0.017 0.000
9924025 $512,000.00 80.00 0.250 0.017 0.483
9924874 $513,764.89 62.48 0.250 0.017 0.000
9924915 $358,826.72 76.60 0.250 0.017 0.358
9924961 $442,521.48 57.29 0.250 0.017 0.108
9924962 $398,668.00 74.07 0.250 0.017 0.108
9924970 $470,162.68 64.62 0.250 0.017 0.358
9925064 $327,605.43 57.87 0.250 0.017 0.108
9925114 $469,414.67 58.51 0.250 0.017 0.000
9925347 $386,680.00 77.60 0.250 0.017 0.000
9927334 $443,078.89 59.68 0.250 0.017 0.483
$266,662,445.31
EXHIBIT F-1B
[Schedule of Type 1 Mortgage Loans in Group II]
WFMBS
WFMBS 2002-04 EXHIBIT F-1B GROUP II LOANS
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
------------------------------------------------------------------------------------------------------------------------------------
0077435 XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,205.55 360 1-Oct-31
0101454 XXXX XX 00000 SFD 7.000 6.500 $3,007.17 360 1-Nov-31
3854535 XXXXXXX XX 00000 SFD 7.250 6.500 $2,465.97 240 1-Nov-21
4242853 XXXXXXXX XX 00000 SFD 7.750 6.500 $2,245.95 360 1-May-31
4246174 XXXXXXXXX XX 00000 SFD 8.125 6.500 $2,413.12 360 1-Sep-31
4247538 XXXXX XXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
4247815 XXXXXXX XX 00000 SFD 6.875 6.500 $2,471.73 360 1-Dec-31
4254350 XXXXXXXX XX 00000 SFD 7.500 6.500 $3,006.62 360 1-Jul-31
4255868 XXXXXXX XXXXX XX 00000 SFD 7.625 6.500 $2,208.93 351 1-Oct-30
4256494 XXXXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,181.10 360 1-Jan-32
4262220 XXXXX XXXXX XX 00000 SFD 7.875 6.500 $3,420.52 360 1-Sep-31
4269235 XXXXXXXX XX 00000 SFD 7.625 6.500 $2,183.55 360 1-Sep-31
4274134 XXXXXXX XX 00000 SFD 7.000 6.500 $2,621.30 360 1-Dec-31
4274153 XXXXXXXXX XX 00000 SFD 7.625 6.500 $3,185.08 360 1-Jan-32
4276006 XXXXXX XXXXX XX 00000 SFD 7.250 6.500 $3,410.89 360 1-Dec-31
4281932 XXXXXXX XX 00000 SFD 7.000 6.500 $3,326.52 360 1-Jan-32
4282747 XXXXXXXX XX 00000 SFD 6.625 6.358 $2,137.04 360 1-Nov-31
4284679 XXXXXXXXX XX 00000 SFD 7.250 6.500 $1,899.18 360 1-Nov-31
4289535 XXXXXX XX 00000 SFD 7.125 6.500 $2,762.25 360 1-Oct-31
4292092 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,890.49 360 1-Dec-31
4292184 XXXXXXXX XX 00000 SFD 6.500 6.233 $2,869.59 360 1-Dec-31
4292457 XX XXXXXXX XX 00000 SFD 6.625 6.358 $2,356.35 360 1-Dec-31
4294651 XXXXXXX XX 00000 SFD 6.625 6.358 $2,546.01 360 1-Nov-31
4294984 XXXXXX XX 00000 SFD 6.750 6.483 $3,943.48 360 1-Jan-32
4296542 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,993.87 360 1-Dec-31
4297284 XXXXXXXX XX 00000 SFD 6.750 6.483 $4,199.68 360 1-Dec-31
4297955 XXXXXX XX 00000 SFD 6.750 6.483 $2,036.60 360 1-Jan-32
4312503 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,874.11 360 1-Jan-32
4314864 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,295.30 360 1-Jan-32
4317599 XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,165.85 360 1-Aug-31
4318415 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,112.03 360 1-Jan-32
4320621 XXXXX XX 00000 SFD 7.250 6.500 $2,130.71 360 1-Dec-31
4320721 XXX XXXXXXXX XX 00000 SFD 7.250 6.500 $3,479.10 360 1-Nov-31
4321827 XXX XXXX XX 00000 SFD 6.750 6.483 $2,166.32 360 1-Dec-31
4321916 XXXXXXXX XX 00000 SFD 7.000 6.500 $4,158.15 360 1-Jan-32
4322875 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,049.14 360 1-Jan-32
4323480 XXXXXXX XX 00000 SFD 6.875 6.500 $3,783.91 360 1-Jan-32
4327098 XXXXXXX XXXX XX 00000 SFD 6.875 6.500 $4,007.27 360 1-Dec-31
4330425 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,114.75 360 1-Dec-31
4330784 XXXXXX XXXXX XX 00000 COP 7.250 6.500 $669.99 360 1-Nov-31
4334479 XXXXXXX XX 00000 SFD 6.750 6.483 $3,210.57 360 1-Dec-31
4335375 XXXXXXXXXX XX XX 00000 SFD 6.750 6.483 $2,691.69 360 1-Jan-32
4338209 XXXXXX XX 00000 SFD 6.875 6.500 $2,969.32 360 1-Dec-31
4339546 XXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $2,223.27 360 1-Dec-31
4340700 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,167.87 360 1-Nov-31
4341625 XXXXXXX XX 00000 MF2 6.875 6.500 $3,040.55 240 1-Jan-22
4342026 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,774.89 360 1-Dec-31
4342662 XXX XXXX XX 00000 SFD 6.875 6.500 $2,272.98 360 1-Jan-32
4342893 XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $3,466.29 360 1-Jan-32
4344919 XXXX XXXXX XX 00000 SFD 7.000 6.500 $2,634.60 360 1-Oct-31
4348121 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,497.11 360 1-Dec-31
4348487 XXXXXXXXXX XX XX 00000 SFD 6.875 6.500 $2,943.05 360 1-Dec-31
4350713 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,560.13 360 1-Nov-31
4352261 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $4,270.04 360 1-Dec-31
4354350 XXXXXXX XX 00000 SFD 7.250 6.500 $2,319.40 360 1-Oct-31
4354554 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,674.50 000 0-Xxx-00
0000000 XXXX XX 00000 SFD 6.875 6.500 $2,573.85 360 1-Jan-32
4356372 XXX XXXX XX 00000 HCO 7.625 6.500 $3,369.10 360 1-Nov-31
4356901 XXXXXXXXXX XX XX 00000 SFD 7.125 6.500 $2,329.72 360 1-Jan-32
4356982 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $4,138.65 360 1-Dec-31
4357279 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,184.15 360 1-Nov-31
4357420 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,373.87 360 1-Dec-31
4357789 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,380.36 360 1-Dec-31
4357826 XXXXXX XX 00000 SFD 6.875 6.500 $2,292.69 360 1-Jan-32
4359437 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,463.49 360 1-Jan-32
4359494 XXXXXXXXX XXX XX 00000 SFD 7.250 6.500 $2,728.71 360 1-Nov-31
4359699 XXXXXXXX XX 00000 SFD 6.750 6.483 $1,984.72 360 1-Jan-32
4360221 XXXXXX XX 00000 SFD 7.375 6.500 $2,210.17 360 1-Dec-31
4361272 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,184.29 360 1-Jan-32
4361608 XXXXXXXXX XX 00000 SFD 6.750 6.483 $4,864.49 360 1-Jan-32
4361724 XXXX XXXXX XX 00000 SFD 6.750 6.483 $2,094.98 360 1-Jan-32
4362017 XXXXXXX XX 00000 SFD 6.875 6.500 $2,732.83 360 1-Jan-32
4362121 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $1,997.07 360 1-Jan-32
4362425 XXXXXXX XX 00000 SFD 7.250 6.500 $6,821.76 360 1-Dec-31
4362452 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,005.79 360 1-Dec-31
4362504 XXXXXX XX 00000 SFD 7.000 6.500 $2,945.63 360 1-Dec-31
4363066 XXXXXXX XX 00000 SFD 6.875 6.500 $3,941.58 360 1-Jan-32
4363413 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,305.34 360 1-Jan-32
4363966 XXX XXXX XXXX XX 00000 SFD 6.875 6.500 $2,102.17 360 1-Nov-31
4364021 XXXXXXXX XX 00000 PUD 6.875 6.500 $2,328.16 360 1-Oct-31
4364192 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $6,569.29 000 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 6.875 6.500 $1,919.87 360 1-Dec-31
4364552 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,364.95 360 1-Jan-32
4365523 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,707.78 360 1-Dec-31
4365663 XXXXXX XX 00000 SFD 6.875 6.500 $2,532.14 360 1-Jan-32
4366224 XXXXXXXXX XXX XX 00000 MF2 7.375 6.500 $2,313.77 360 1-Dec-31
4366295 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,583.37 360 1-Dec-31
4366398 XXXXXX XX 00000 SFD 6.750 6.483 $3,243.00 360 1-Jan-32
4366446 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $4,052.13 360 1-Dec-31
4367035 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,391.71 360 1-Nov-31
4367148 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,594.39 360 1-Dec-31
4367188 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,427.36 360 1-Jan-32
4367295 XXXXXXXXXX XX 00000 PUD 6.750 6.483 $2,191.94 360 1-Nov-31
4367982 SILOAM XXXXXX XX 00000 SFD 7.000 6.500 $2,437.00 360 1-Dec-31
4368020 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $5,488.75 360 1-Dec-31
4368608 XXXXX XXX XXX XX 00000 SFD 6.875 6.500 $2,118.60 360 1-Jan-32
4370776 XXXXX XXXX XX 00000 SFD 7.000 6.500 $2,128.97 360 1-Dec-31
4370935 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,761.01 360 1-Dec-31
4371455 XXX XXXX XX 00000 HCO 7.000 6.500 $4,124.88 360 1-Jan-32
4371606 XXXXXX XX 00000 SFD 6.875 6.500 $2,811.66 360 1-Dec-31
4371934 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,425.39 360 1-Nov-31
4372158 XXX XXXX XX 00000 PUD 6.750 6.483 $2,994.25 360 1-Nov-31
4372249 XXXXXXXX XX 00000 PUD 7.000 6.500 $3,526.10 360 1-Dec-31
4372369 XXXXXXX XX 00000 SFD 6.750 6.483 $2,134.21 360 1-Dec-31
4372385 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360 1-Dec-31
4372466 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,923.89 360 1-Jan-32
4373160 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,080.85 360 1-Jan-32
4373436 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,284.64 000 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.750 6.483 $3,100.30 360 1-Dec-31
4374006 XXXXXX XXXX XX 00000 SFD 7.000 6.500 $3,559.37 360 1-Dec-31
4374303 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,975.89 360 1-Dec-31
4374317 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,918.70 360 1-Jan-32
4374375 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,237.20 360 1-Dec-31
4374558 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,466.12 360 1-Dec-31
4374637 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,995.60 360 1-Dec-31
4375355 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,620.34 360 1-Jan-32
4375451 XXXX XXXXXXXX XX 00000 SFD 6.875 6.500 $3,810.19 360 1-Jan-32
4375492 XXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,794.28 360 1-Nov-31
4375555 XXXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360 1-Dec-31
4375647 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,941.58 360 1-Jan-32
4375679 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,094.98 360 1-Dec-31
4375936 XXXX XXXX XX 00000 SFD 6.750 6.483 $2,049.57 360 1-Jan-32
4376065 XXX XXXXXXXX XX 00000 SFD 6.750 6.483 $2,464.68 360 1-Dec-31
4376193 XXXXXXX XX 00000 SFD 6.875 6.500 $2,857.65 360 1-Dec-31
4376781 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,783.43 000 0-Xxx-00
0000000 XXXX XX 00000 SFD 7.250 6.500 $3,605.30 360 1-Dec-31
4377250 XXXX XXXX XX 00000 SFD 7.000 6.500 $4,324.47 360 1-Nov-31
4377364 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,182.97 360 1-Nov-31
4377400 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,608.01 360 1-Dec-31
4377769 XXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,227.00 360 1-Jan-32
4377813 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,983.56 360 1-Jan-32
4377829 XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,314.23 360 1-Nov-31
4377834 XXXXXXXXX XXX XX 00000 SFD 6.875 6.500 $3,301.60 240 1-Dec-21
4377871 XXXXXXXX XX 00000 SFD 6.750 6.483 $4,189.94 360 1-Nov-31
4378061 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $1,984.07 360 1-Jan-32
4378460 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,943.04 360 1-Dec-31
4378677 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,367.38 360 1-Nov-31
4378678 XXXXXXX XX 00000 SFD 6.750 6.483 $3,193.70 360 1-Dec-31
4378714 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,693.41 360 1-Dec-31
4379172 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,575.16 360 1-Nov-31
4379199 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,724.12 360 1-Jan-32
4379505 XXX XXXXXX XX 00000 SFD 7.375 6.500 $3,859.15 360 1-Jan-32
4379689 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,420.90 360 1-Jan-32
4379707 XXXX XXXXX XX 00000 SFD 7.000 6.500 $3,672.47 360 1-Nov-31
4379859 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,503.01 360 1-Nov-31
4380095 XXXXXX XX 00000 SFD 7.125 6.500 $3,053.00 240 1-Jan-22
4380249 XXXXXXX XX 00000 SFD 7.000 6.500 $2,993.87 360 1-Jan-32
4380300 XXXXXX XX 00000 SFD 6.875 6.500 $2,148.16 360 1-Jan-32
4380373 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,264.94 360 1-Dec-31
4380494 XXXXXXX XXX XX 00000 SFD 6.750 6.483 $3,180.73 360 1-Dec-31
4380546 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,956.18 000 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.750 6.483 $2,334.96 360 1-Jan-32
4380836 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,334.96 360 1-Dec-31
4381018 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,192.67 360 1-Dec-31
4381026 XXXXXXX XX 00000 SFD 6.875 6.500 $3,395.01 360 1-Dec-31
4381685 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,715.09 360 1-Dec-31
4381693 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,360.90 360 1-Jan-32
4381831 XXXXX XXXXXX XX 00000 LCO 6.875 6.500 $2,269.67 360 1-Jan-32
4382475 XXX XXXX XX 00000 SFD 6.750 6.483 $3,703.50 360 1-Dec-31
4382521 XXXXXXXXXX XX XX 00000 SFD 6.875 6.500 $4,270.04 360 1-Dec-31
4382720 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,210.56 360 1-Dec-31
4383722 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,529.18 360 1-Jan-32
4384337 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,697.01 360 1-Dec-31
4384396 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,405.14 360 1-Dec-31
4384486 XXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $6,873.60 360 1-Nov-31
4384501 BRINKLOW MD 20862 SFD 6.875 6.500 $2,207.29 360 1-Jan-32
4384722 XXXXXXXXX XXX XX 00000 SFD 6.750 6.483 $2,478.12 360 1-Dec-31
4384785 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,338.67 360 1-Dec-31
4384858 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,479.59 360 1-Jan-32
4385044 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,167.87 360 1-Dec-31
4385106 XXXX XXXXX XX 00000 SFD 6.875 6.500 $3,126.99 360 1-Jan-32
4385186 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,127.41 360 1-Dec-31
4385278 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,610.57 240 1-Jan-22
4385340 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,118.60 360 1-Jan-32
4385370 XXXXXX XXXX XX 00000 SFD 7.250 6.500 $3,069.79 360 1-Nov-31
4385437 XXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360 1-Jan-32
4385632 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,562.03 360 1-Dec-31
4385654 XXXX XX 00000 SFD 7.125 6.500 $2,034.63 360 1-Nov-31
4385669 XX XXXXXXX XX 00000 SFD 6.750 6.483 $3,459.66 240 1-Jan-22
4386155 XXXXXXXXXX XX XX 00000 SFD 6.875 6.500 $2,391.23 360 1-Jan-32
4386321 XXXXXXXX-XX-X XX 00000 SFD 6.875 6.500 $2,667.14 360 1-Jan-32
4386460 XXXXXXX XX 00000 SFD 6.750 6.483 $2,023.63 000 0-Xxx-00
0000000 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,516.70 360 1-Dec-31
4386891 XXXXXX XXXXX XXX 00000 SFD 6.875 6.500 $2,785.38 360 1-Nov-31
4386916 XXXXXXXXX XX 00000 SFD 6.875 6.500 $6,503.60 360 1-Dec-31
4386932 XXXXXXX XX 00000 SFD 6.750 6.483 $3,243.00 360 1-Dec-31
4387016 XXX XXXXX XX 00000 SFD 7.000 6.500 $3,991.82 360 1-Dec-31
4387043 XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,425.39 360 1-Jan-32
4387111 XXX XXXXXXXXX XX 00000 LCO 6.750 6.483 $2,081.48 360 1-Jan-32
4387427 XXXXXX XX 00000 SFD 6.750 6.483 $3,197.59 360 1-Dec-31
4387477 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,237.67 360 1-Jan-32
4387571 XXXXXXXX XX 00000 SFD 6.750 6.483 $4,012.65 360 1-Jan-32
4387590 XXXXXX XX 00000 SFD 6.750 6.483 $2,626.83 360 1-Nov-31
4387637 XXXXX XX 00000 SFD 7.000 6.500 $3,160.19 360 1-Dec-31
4387855 XXXXXXX XX 00000 SFD 6.875 6.500 $3,145.38 360 1-Nov-31
4388211 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,351.08 240 1-Dec-21
4388382 XXXXXXX XX 00000 SFD 7.250 6.500 $3,172.12 360 1-Dec-31
4388567 XXXXXXX XX 00000 SFD 6.750 6.483 $5,869.82 360 1-Dec-31
4388827 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,241.94 360 1-Dec-31
4389012 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,371.52 360 1-Jan-32
4389210 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,376.62 360 1-Jan-32
4389569 XXXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,259.84 360 1-Jan-32
4390023 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,268.69 360 1-Dec-31
4390221 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,438.85 360 1-Dec-31
4390919 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,376.62 360 1-Dec-31
4390949 XXXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Jan-32
4390991 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,641.26 360 1-Jan-32
4391302 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,126.05 360 1-Dec-31
4391457 XXXXXXX XX 00000 SFD 7.000 6.500 $2,252.05 360 1-Jan-32
4391475 XXXXXXX XX 00000 SFD 7.000 6.500 $5,056.30 360 1-Dec-31
4391980 XXXXXX XX 00000 SFD 6.750 6.483 $2,360.90 360 1-Nov-31
4392041 XXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,262.03 360 1-Jan-32
4392396 XXXX XXXX XX 00000 SFD 6.750 6.483 $2,918.69 360 1-Dec-31
4392740 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,120.42 360 1-Jan-32
4393301 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,248.73 360 1-Jan-32
4393561 XXX XXXX XX 00000 SFD 6.875 6.500 $2,542.32 000 0-Xxx-00
0000000 XX XXXXXX-XXX E 91011 SFD 6.750 6.483 $4,611.54 360 1-Dec-31
4395104 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,594.40 360 1-Jan-32
4395355 XXXXXXXXX XX 00000 SFD 6.750 6.483 $5,837.39 360 1-Jan-32
4395974 BANNER XXX XX 00000 SFD 6.875 6.500 $2,808.38 360 1-Jan-32
4396137 XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $3,301.73 360 1-Nov-31
4396360 XXXXXXX XX 00000 LCO 6.750 6.483 $3,243.00 360 1-Jan-32
4396379 XXX XXXXXX XX 00000 SFD 7.000 6.500 $5,987.73 360 1-Jan-32
4396443 XXXX XXXX XX 00000 SFD 7.000 6.500 $2,591.35 360 1-Dec-31
4396534 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360 1-Dec-31
4396614 XXX XXXXX XX 00000 SFD 6.750 6.483 $3,243.00 360 1-Dec-31
4396927 XXXXXX XX 00000 SFD 7.250 6.500 $2,674.13 360 1-Dec-31
4397484 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,574.73 360 1-Jan-32
4397685 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,626.83 360 1-Dec-31
4397771 XXXXXXX XX 00000 LCO 6.750 6.483 $3,956.45 360 1-Dec-31
4398078 XXXXXX XX 00000 SFD 6.750 6.483 $2,659.26 360 1-Dec-31
4398160 XXXXXXXXX XX 00000 SFD 7.000 6.500 $4,000.37 300 1-Dec-26
4398200 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,994.08 360 1-Dec-31
4398487 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360 1-Dec-31
4398571 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,468.59 360 1-Jan-32
4398662 XXXX XXXXX XX 00000 SFD 6.750 6.483 $2,516.57 360 1-Jan-32
4398695 XXXXXXX XXXXX XX 00000 PUD 7.250 6.500 $6,801.98 360 1-Oct-31
4398833 XXXXXXX XXXX XX 00000 SFD 6.750 6.483 $1,958.77 360 1-Jan-32
4398854 XXXXXXXXXX XX XX 00000 SFD 6.750 6.483 $2,594.40 360 1-Dec-31
4398877 XXXXXXX XX 00000 SFD 6.750 6.483 $2,977.07 360 1-Jan-32
4398925 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,548.88 360 1-Jan-32
4399089 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,102.18 360 1-Dec-31
4399254 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Jan-32
4399538 XXX XX 00000 SFD 6.875 6.500 $5,248.87 360 1-Jan-32
4399567 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,212.14 360 1-Dec-31
4399642 XXX XXXXX XX 00000 SFD 6.875 6.500 $3,711.65 360 1-Jan-32
4399768 XXXX XXXX XX 00000 SFD 6.750 6.483 $3,502.43 360 1-Dec-31
4399934 XXXXXXX XX 00000 LCO 6.875 6.500 $2,165.24 360 1-Jan-32
4400010 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,794.28 360 1-Jan-32
4400235 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,772.24 360 1-Dec-31
4400383 XXXXXX XXXXXX XX 00000 LCO 7.250 6.500 $2,067.00 360 1-Jan-32
4400403 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,207.29 360 1-Dec-31
4400410 XXX XXXX XX 00000 PUD 6.750 6.483 $2,886.27 360 1-Dec-31
4400560 XXXXXXXX XX 00000 SFD 7.125 6.500 $3,122.02 360 1-Jan-32
4400820 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $4,118.60 360 1-Dec-31
4400863 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,463.48 360 1-Dec-31
4400977 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,719.69 360 1-Dec-31
4401084 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $1,970.79 360 1-Dec-31
4401249 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,405.15 360 1-Jan-32
4401328 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,504.89 360 1-Dec-31
4401462 XXXXXXXXX XX 00000 SFD 7.125 6.500 $6,400.33 360 1-Dec-31
4401502 XXX XXXXXX XX 00000 SFD 7.250 6.500 $3,738.33 360 1-Dec-31
4401744 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $6,485.99 360 1-Dec-31
4401770 XXX XXXXXX XX 00000 SFD 6.875 6.500 $2,128.45 360 1-Jan-32
4402123 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,480.89 360 1-Dec-31
4402247 XXX XXXXX XX 00000 SFD 6.750 6.483 $3,518.65 360 1-Jan-32
4402252 XXXXX XXXX XX XX 00000 SFD 7.125 6.500 $2,337.81 360 1-Dec-31
4402443 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,526.45 360 1-Jan-32
4402468 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,062.44 360 1-Dec-31
4402974 XXXX XXXX XX 00000 SFD 6.750 6.483 $3,943.48 360 1-Dec-31
4403195 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $3,761.87 360 1-Jan-32
4403249 XXX XXXXX XX 00000 SFD 6.750 6.483 $3,584.16 360 1-Jan-32
4403528 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $5,292.49 360 1-Jan-32
4403541 XXXXXX XX 00000 SFD 6.875 6.500 $2,890.49 360 1-Jan-32
4403604 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,537.32 360 1-Dec-31
4403624 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,815.23 240 1-Nov-21
4403633 XXXXXX XX 00000 SFD 6.750 6.483 $2,600.88 360 1-Jan-32
4403664 XXXXXXX XX 00000 SFD 6.875 6.500 $2,568.59 360 1-Dec-31
4403844 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,464.68 000 0-Xxx-00
0000000 XXX XXX XX 00000 SFD 6.750 6.483 $6,356.27 360 1-Dec-31
4404061 XXXXXXX XX 00000 SFD 7.000 6.500 $2,910.70 360 1-Dec-31
4404149 XXX XXXX XX 00000 SFD 6.750 6.483 $3,015.98 360 1-Dec-31
4404189 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,408.15 360 1-Nov-31
4404219 XXXXX XXXX XX 00000 SFD 7.000 6.500 $2,328.56 360 1-Dec-31
4404826 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,138.63 360 1-Dec-31
4404863 XXXXXX XX 00000 SFD 6.875 6.500 $2,535.75 360 1-Dec-31
4404897 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360 1-Jan-32
4404993 XXXXXXX XX 00000 SFD 6.750 6.483 $3,294.88 360 1-Dec-31
4405174 XXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 000 0-Xxx-00
0000000 XXXX XX 00000 SFD 7.125 6.500 $2,640.98 360 1-Dec-31
4405481 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,765.68 360 1-Jan-32
4405488 XXXXXX XX 00000 SFD 6.750 6.483 $2,267.17 360 1-Dec-31
4405602 XXX XXXXX XX 00000 SFD 6.750 6.483 $4,164.00 360 1-Dec-31
4405696 XXXXXXXXX XX 00000 SFD 6.750 6.483 $1,991.20 360 1-Dec-31
4405758 XXXXXXXXXX XX XX 00000 SFD 7.250 6.500 $2,148.86 360 1-Dec-31
4405776 XXXXXXXXXX XX 00000 PUD 6.750 6.483 $2,853.18 360 1-Nov-31
4405819 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,998.47 360 1-Jan-32
4405877 DEFIANCE MO 63341 SFD 6.750 6.483 $4,049.85 360 1-Jan-32
4405937 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,927.34 360 1-Dec-31
4406389 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $4,110.08 360 1-Nov-31
4406471 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,728.57 360 1-Nov-31
4406512 XXXXXXX XX 00000 SFD 6.750 6.483 $2,380.36 360 1-Dec-31
4406539 XXX XXXXX XX 00000 SFD 7.000 6.500 $4,144.84 360 1-Dec-31
4406621 XXXXX XXXXXX XX 00000 SFD 7.000 6.500 $5,821.40 360 1-Jan-32
4407515 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,154.73 360 1-Jan-32
4407807 CHESAPEAKE CI MD 21915 SFD 6.750 6.483 $2,270.10 360 1-Dec-31
4407824 XXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Dec-31
4407877 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,043.09 360 1-Jan-32
4408438 XXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,348.30 360 1-Jan-32
4408616 XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,266.41 360 1-Jan-32
4408964 XXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,621.30 360 1-Dec-31
4409051 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,500.35 360 1-Dec-31
4409168 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $3,706.74 360 1-Jan-32
0000000 XXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,851.11 360 1-Jan-32
4409289 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,567.29 360 1-Dec-31
4409310 XXX XXXX XX 00000 SFD 6.750 6.483 $3,008.85 360 1-Jan-32
4409326 XXX XXXXX XX 00000 SFD 6.750 6.483 $3,891.59 360 1-Jan-32
4409485 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,312.39 360 1-Dec-31
4409691 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $5,837.39 360 1-Dec-31
4409897 XXXXX XX 00000 LCO 6.500 6.233 $2,561.14 360 1-Jan-32
4409943 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,941.58 360 1-Dec-31
4410014 XXXXX XX 00000 SFD 6.875 6.500 $2,660.57 360 1-Jan-32
4410237 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Dec-31
4410268 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360 1-Dec-31
4410269 XXXXXXX XX 00000 SFD 6.750 6.483 $2,724.12 360 1-Dec-31
4410847 XXXXXXX XX 00000 SFD 7.250 6.500 $2,148.86 360 1-Jan-32
4411118 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,432.24 360 1-Dec-31
4411147 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360 1-Jan-32
4411493 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,178.14 360 1-Jan-32
4411583 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,570.19 300 1-Dec-26
4411653 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,529.18 360 1-Jan-32
4411712 XXXXXXXXX XX 00000 SFD 7.250 6.500 $3,192.59 000 0-Xxx-00
0000000 XXX XXX XX 00000 SFD 7.000 6.500 $2,807.58 360 1-Jan-32
4411844 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360 1-Dec-31
4412129 XXXXXX XX 00000 SFD 7.250 6.500 $2,558.17 360 1-Jan-32
4412242 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $1,995.91 360 1-Dec-31
4412379 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,262.03 360 1-Jan-32
4412382 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,283.07 360 1-Jan-32
4412489 XXXXXX XX 00000 SFD 6.750 6.483 $2,237.67 360 1-Jan-32
4412846 XXXXXX XX 00000 SFD 6.875 6.500 $2,693.41 360 1-Jan-32
4413292 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $5,798.47 360 1-Dec-31
4413424 XXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360 1-Jan-32
0000000 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,238.66 360 1-Jan-32
4413770 XXXXXX XX 00000 SFD 6.875 6.500 $3,268.23 360 1-Dec-31
4414016 XXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,708.24 360 1-Jan-32
4414027 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,891.59 360 1-Dec-31
4414144 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,701.42 360 1-Jan-32
4414307 XXXXXX XX 00000 SFD 7.000 6.500 $5,255.89 360 1-Jan-32
4414433 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,379.74 360 1-Nov-31
4414575 XXXXXXXXXX XX 00000 PUD 6.875 6.500 $2,154.73 360 1-Nov-31
4414781 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,232.09 360 1-Jan-32
4415217 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Dec-31
4415246 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,126.99 360 1-Jan-32
4415252 XXXXX XX 00000 HCO 6.875 6.500 $2,627.72 360 1-Dec-31
4415253 XXXXXXX XX 00000 SFD 6.750 6.483 $3,357.15 360 1-Jan-32
4415575 XXXXXXXX XX 00000 SFD 7.125 6.500 $3,233.85 360 1-Dec-31
4415891 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,756.54 360 1-Dec-31
4415929 XXX XXXXXX XX 00000 SFD 6.875 6.500 $2,252.94 360 1-Dec-31
4416134 XXXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Dec-31
4416261 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,860.32 360 1-Dec-31
4416280 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $4,004.64 360 1-Dec-31
4416408 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,350.34 360 1-Jan-32
4416450 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,432.13 360 1-Dec-31
4416483 XXX XXXXXXX XX 00000 SFD 7.250 6.500 $2,128.39 360 1-Oct-31
4416573 XXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Jan-32
4416642 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,320.04 360 1-Dec-31
4416788 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $6,103.31 360 1-Dec-31
4416806 XXXXXXX XX 00000 SFD 6.875 6.500 $4,007.27 360 1-Dec-31
4416943 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,941.58 360 1-Dec-31
4416965 XXXXXXX XX 00000 SFD 6.750 6.483 $2,365.44 360 1-Dec-31
4416995 XXX XXXX XX 00000 SFD 7.000 6.500 $2,022.52 360 1-Dec-31
4417094 XXXXXX XX 00000 SFD 6.750 6.483 $2,334.96 360 1-Jan-32
4417104 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,341.44 360 1-Jan-32
4417107 XXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,360.90 360 1-Jan-32
4417355 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,405.15 360 1-Jan-32
4417448 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,075.90 360 1-Dec-31
4417733 XXX XXXXX XX 00000 SFD 6.750 6.483 $3,774.85 360 1-Dec-31
4417746 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,359.74 360 1-Dec-31
4417807 XXXXXX XX 00000 SFD 6.750 6.483 $5,869.82 360 1-Jan-32
4417871 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
4417896 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $3,393.05 360 1-Dec-31
4417904 XXXX XXXXX XX 00000 SFD 6.750 6.483 $2,561.97 360 1-Dec-31
4418068 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,548.89 360 1-Dec-31
4418295 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,262.03 360 1-Jan-32
4418439 XXXXXXXX XXXX XX 00000 SFD 7.125 6.500 $2,452.34 360 1-Dec-31
4418561 XXXXXXX XX 00000 SFD 6.750 6.483 $2,853.84 360 1-Dec-31
4418717 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,904.10 360 1-Jan-32
4418730 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,490.62 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.750 6.483 $3,405.15 360 1-Jan-32
4418890 XXX XXXXXXXX XX 00000 SFD 7.500 6.500 $2,671.00 360 1-Jan-32
4418926 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,023.63 360 1-Jan-32
4419011 XXXX XXXXX XX 00000 SFD 6.750 6.483 $2,918.70 360 1-Dec-31
4419016 XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $3,941.57 360 1-Dec-31
4419075 XXX XXXXXXX XX 00000 SFD 7.500 6.500 $2,272.45 360 1-Dec-31
4419198 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,132.24 360 1-Dec-31
4419267 XXXXXXXXX XXX XX 00000 SFD 6.750 6.483 $2,876.54 360 1-Dec-31
4419389 XXXXX XXXX XX 00000 SFD 7.250 6.500 $5,682.53 360 1-Dec-31
4419466 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,299.25 360 1-Dec-31
4420028 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $3,035.44 360 1-Jan-32
4420075 XXXXXXXXX XX 00000 SFD 6.750 6.483 $4,864.49 360 1-Dec-31
4420257 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,761.01 360 1-Dec-31
4420383 XXXXXX XX 00000 SFD 6.750 6.483 $2,192.26 360 1-Jan-32
4420521 XXXXXX XX 00000 SFD 6.875 6.500 $5,222.58 360 1-Dec-31
4420531 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,117.13 360 1-Dec-31
4420656 XXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,524.16 360 1-Dec-31
4420711 XXXXXXXXX XXX XX 00000 SFD 6.750 6.483 $4,858.00 360 1-Dec-31
4420975 XXXXX XXXXXX XX 00000 SFD 7.750 6.500 $3,653.71 360 1-Jan-32
4421124 XXX XXXXXX XX 00000 SFD 6.875 6.500 $2,660.57 360 1-Dec-31
4421206 XX XXXXX XX 00000 SFD 6.750 6.483 $3,567.29 360 1-Dec-31
4421275 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,197.59 360 1-Jan-32
4421394 XX XXXXX XX 00000 SFD 7.250 6.500 $5,934.94 360 1-Dec-31
4421535 XXX XXXX XX 00000 SFD 6.750 6.483 $4,183.46 360 0-Xxx-00
0000000 XXXX XX XXXXX XX 00000 SFD 6.875 6.500 $2,048.31 360 1-Dec-31
4421633 XXXXXXX XX 00000 SFD 6.750 6.483 $1,984.72 360 1-Dec-31
4421689 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,779.25 360 1-Jan-32
4421891 XXXXXXX XX 00000 SFD 6.750 6.483 $2,218.21 360 1-Jan-32
4421977 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,334.96 360 1-Jan-32
4422083 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,364.15 360 1-Dec-31
4422239 XXXXXX XX 00000 SFD 7.000 6.500 $3,805.54 360 1-Dec-31
4422393 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,529.54 360 1-Dec-31
4422706 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,448.88 360 1-Jan-32
4422711 XXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,672.23 360 1-Dec-31
4422751 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,205.24 360 1-Jan-32
4422797 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,777.35 360 1-Jan-32
4422869 XXXXX XXXX XX 00000 SFD 6.750 6.483 $3,178.14 360 1-Jan-32
4423036 XXX XXXXXX XX 00000 SFD 7.125 6.500 $6,334.71 360 1-Jan-32
4423065 XXXXXXXXX XX 00000 SFD 7.250 6.500 $3,765.61 360 1-Dec-31
4423248 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,256.56 360 1-Jan-32
4423379 X XXXXXX XX 00000 SFD 6.875 6.500 $2,325.53 360 1-Jan-32
4423418 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,534.86 360 1-Jan-32
4423526 XXXXXXX XXXX XX 00000 SFD 7.125 6.500 $2,203.06 360 1-Dec-31
4423543 XXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $4,961.78 360 1-Dec-31
4423743 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,043.09 360 1-Jan-32
4423758 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,319.40 360 1-Jan-32
4423809 XXX XXXXXX XX 00000 SFD 7.125 6.500 $3,228.46 360 1-Dec-31
4424014 XXXXXXX XX 00000 SFD 7.000 6.500 $2,953.94 360 1-Dec-31
4424080 XXXXX XX 00000 SFD 6.875 6.500 $1,313.86 360 1-Dec-31
4424087 XX XXXXX XX 00000 SFD 6.875 6.500 $5,386.82 360 1-Dec-31
4424314 XXXXXXXXX XX 00000 LCO 6.750 6.483 $2,386.85 360 1-Jan-32
4424326 XXXXXXX XX 00000 SFD 6.750 6.483 $2,497.11 360 1-Jan-32
4424407 XXXX XXXXX XX 00000 SFD 6.875 6.500 $3,742.53 360 1-Dec-31
4424476 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,417.50 360 1-Jan-32
4424518 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,208.81 360 1-Dec-31
4424562 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,128.44 360 1-Dec-31
4424567 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,163.72 360 1-Dec-31
4424660 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,621.15 360 1-Dec-31
4424670 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,284.65 360 1-Jan-32
4424739 XXXX XXXX XX 00000 SFD 6.750 6.483 $2,526.29 360 1-Dec-31
4424900 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,594.87 360 1-Jan-32
4424911 XXXXXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,452.59 360 1-Nov-31
4424927 XXXXXX XX 00000 SFD 6.875 6.500 $3,468.58 360 1-Dec-31
4425114 XXX XXXXX XX 00000 SFD 7.000 6.500 $3,872.07 360 1-Dec-31
4425172 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,127.41 360 1-Jan-32
4425503 XXX XXXX XX 00000 SFD 6.875 6.500 $3,494.87 360 1-Dec-31
4425516 XXXXXXX XX 00000 SFD 6.750 6.483 $2,403.06 360 1-Dec-31
4425564 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,205.24 360 1-Jan-32
4425636 XXXXXXX XX 00000 SFD 6.750 6.483 $2,205.23 360 1-Dec-31
4425662 XXXXXXX XX 00000 SFD 6.875 6.500 $3,417.02 360 1-Jan-32
4425768 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,554.77 360 1-Jan-32
4425772 RANCHO SANTA I 92688 SFD 6.875 6.500 $2,233.56 360 1-Dec-31
4425818 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,664.58 360 1-Nov-31
4425870 XXX XXXX XX 00000 SFD 7.500 6.500 $2,405.30 360 1-Jan-32
4426023 XXXXXX XX 00000 SFD 6.750 6.483 $2,107.95 360 1-Jan-32
4426104 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,399.82 360 1-Jan-32
4426324 XXXXXXX XX 00000 SFD 6.875 6.500 $3,199.25 360 1-Jan-32
4426341 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $3,177.11 360 1-Dec-31
4426405 XXXX XXXX XX 00000 SFD 7.000 6.500 $3,296.58 360 1-Dec-31
4426420 XXXXXXXXX XX 00000 PUD 6.875 6.500 $2,606.70 360 1-Jan-32
4426447 XXXXXX XX 00000 SFD 7.750 6.500 $7,164.13 360 1-Dec-31
4426472 XXXXXX XXXXXX XX 00000 SFD 7.125 6.500 $2,041.37 360 1-Jan-32
4426531 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360 1-Dec-31
4426718 XXXXX XXXXXX XX 00000 SFD 7.375 6.500 $3,640.55 360 1-Nov-31
4426903 XXX XXXXX XX 00000 SFD 6.750 6.483 $4,183.46 360 1-Dec-31
4427121 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $6,568.64 360 1-Dec-31
4427496 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $3,991.82 360 1-Jan-32
4428097 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,399.82 360 1-Dec-31
4428347 XXXX XXXX XX 00000 SFD 6.750 6.483 $5,123.93 360 1-Dec-31
4428374 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,672.24 360 1-Jan-32
4428407 XXXXXXXXXX XX XX 00000 SFD 6.750 6.483 $4,053.74 360 1-Jan-32
4428691 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $4,138.66 360 1-Dec-31
4428822 XXXXXX XX 00000 SFD 6.750 6.483 $2,833.08 360 1-Dec-31
4428874 XXXXXX XX 00000 SFD 6.875 6.500 $2,522.61 360 1-Dec-31
4428890 XXXXXXX XX 00000 SFD 6.750 6.483 $2,250.64 360 1-Dec-31
4428895 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,724.12 360 1-Jan-32
4428904 XXXXXXX XX 00000 SFD 6.750 6.483 $2,383.60 360 1-Dec-31
4428915 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,705.08 360 1-Dec-31
4428940 XXXXXX XX 00000 SFD 6.750 6.483 $3,729.11 360 1-Dec-31
4428999 XXXXXXXXXX XX XX 00000 SFD 6.750 6.483 $2,153.35 360 1-Dec-31
4429003 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,113.27 360 1-Dec-31
4429008 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,399.82 360 1-Jan-32
4429009 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,585.24 240 1-Dec-21
4429021 XXX XXXX XX 00000 SFD 6.875 6.500 $2,660.57 360 1-Dec-31
4429360 XXXXX XXX XXX XX 00000 SFD 6.750 6.483 $2,354.42 360 1-Dec-31
4429427 XXXXX XXXX XX 00000 SFD 6.875 6.500 $2,463.48 360 1-Jan-32
4429438 XXXXXXX XX 00000 SFD 6.750 6.483 $2,140.37 360 1-Dec-31
4429462 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,086.17 360 1-Dec-31
4429574 XXXXXXX XX 00000 SFD 6.750 6.483 $2,464.68 360 1-Jan-32
4429593 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,283.07 360 1-Dec-31
4429605 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $5,288.28 360 1-Dec-31
4429700 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360 1-Dec-31
4429722 XXXXXXX XXXXX XX 00000 LCO 6.875 6.500 $2,614.58 360 1-Dec-31
4429892 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,463.49 360 1-Dec-31
4430010 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,376.47 360 1-Dec-31
4430024 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,381.79 360 1-Jan-32
4430086 XXXX XX XXXX XX 00000 SFD 6.875 6.500 $2,404.36 360 1-Dec-31
4430128 XXXXX XX 00000 SFD 6.750 6.483 $2,360.90 360 1-Jan-32
4430187 XXX XXXX XX 00000 SFD 6.750 6.483 $2,724.12 360 1-Jan-32
4430278 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,065.79 360 1-Jan-32
4430357 XXX XXXXX XX 00000 SFD 7.125 6.500 $2,755.51 360 1-Dec-31
4430371 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,243.00 360 1-Dec-31
4430451 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,190.27 240 1-Jan-22
4430567 XXXX XXXX XX 00000 SFD 6.750 6.483 $3,891.59 360 1-Oct-31
4430688 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,725.27 360 1-Jan-32
4430692 XXX XXXX XX 00000 COP 6.750 6.483 $2,075.52 360 1-Jan-32
4430753 XXXXXXX XX 00000 SFD 6.875 6.500 $2,207.28 360 1-Dec-31
4430762 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,756.55 360 1-Dec-31
4430770 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,437.21 360 1-Dec-31
4430777 XXXXXX XX 00000 SFD 6.875 6.500 $2,949.61 360 1-Dec-31
4430828 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,113.27 360 1-Dec-31
4430834 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $6,240.83 360 1-Dec-31
4430878 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,383.87 360 1-Jan-32
4430879 XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $6,372.87 360 1-Dec-31
4430897 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,397.80 360 1-Dec-31
4430910 XXXXXXXXX XX 00000 SFD 6.750 6.483 $6,436.47 360 1-Jan-32
4430927 XXXXXX XX 00000 SFD 7.125 6.500 $2,475.92 360 1-Dec-31
4430951 XXXXXXXX XX 00000 SFD 7.375 6.500 $3,405.03 360 1-Dec-31
4430981 XXX XXXXXXXXX XX 00000 LCO 6.750 6.483 $2,821.40 360 1-Dec-31
4431018 XXXX XXXXX XX 00000 SFD 6.750 6.483 $2,218.21 360 1-Dec-31
4431037 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,711.93 360 1-Dec-31
4431047 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,492.89 360 1-Dec-31
4431113 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,088.49 360 1-Jan-32
4431166 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,432.25 360 1-Jan-32
4431249 XXXXXX XX 00000 LCO 6.875 6.500 $2,207.29 360 1-Dec-31
4431388 XXX XXXX XX 00000 SFD 6.875 6.500 $2,529.18 360 1-Dec-31
4431450 XXXXXXXXX XX 00000 SFD 6.750 6.483 $5,318.51 360 1-Jan-32
4431751 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,035.44 360 1-Jan-32
4431863 HALF XXXX XXX XX 00000 SFD 7.000 6.500 $3,299.91 360 1-Dec-31
4431958 XXXXX XXXX XX 00000 SFD 7.000 6.500 $2,421.70 360 1-Nov-31
4432052 XXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Jan-32
4432083 XXXXXX XX 00000 SFD 6.750 6.483 $2,853.84 360 1-Jan-32
4432090 XXXX XXXXX XX 00000 SFD 7.000 6.500 $2,820.88 360 1-Jul-31
4432106 XXXXXX XX 00000 SFD 6.750 6.483 $4,520.73 360 1-Jan-32
4432107 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,918.70 360 1-Jan-32
4432132 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,259.84 360 1-Aug-31
4432167 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,594.40 360 1-Jan-32
4432197 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,399.82 360 1-Dec-31
4432458 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,756.55 360 1-Dec-31
4432545 XXX XXXX XX 00000 SFD 6.875 6.500 $4,270.04 360 1-Dec-31
4432616 XXXX XXXX XX 00000 SFD 7.000 6.500 $4,324.47 360 1-Dec-31
4432648 XXXXXX XX 00000 SFD 6.750 6.483 $5,380.77 360 1-Dec-31
4432767 XXXXXXXXX XX 00000 SFD 6.750 6.483 $5,513.09 360 1-Dec-31
4432917 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,818.84 360 1-Jan-32
4432928 XXXX XXXX XX 00000 SFD 6.750 6.483 $3,015.99 360 1-Dec-31
4432931 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $6,226.55 360 1-Dec-31
4432986 XXXX XXXX XX 00000 SFD 6.750 6.483 $3,392.17 360 1-Jan-32
4432994 XXXXXXXXXX XX XX 00000 SFD 6.875 6.500 $2,259.84 360 1-Jan-32
4433040 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,021.88 360 1-Jan-32
4433081 XXXX XX XXXX XX 00000 SFD 6.750 6.483 $3,729.44 360 1-Dec-31
4433162 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,731.36 360 1-Jan-32
4433260 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,033.36 360 1-Jan-32
4433299 XXXXXX XX 00000 SFD 6.750 6.483 $2,678.72 360 1-Dec-31
4433312 XXXXXXXX XX 00000 SFD 6.750 6.483 $5,253.64 360 1-Dec-31
4433451 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $6,569.29 360 1-Dec-31
4433586 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,572.06 360 1-Dec-31
4433604 XXXXX XX 00000 SFD 6.875 6.500 $2,410.93 360 1-Dec-31
4433795 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,040.12 360 1-Dec-31
4433902 XXXX XXXXXX XX 00000 SFD 7.250 6.500 $3,035.69 360 1-Dec-31
4434042 XXXXX XXXXXX X 00000 XXX 7.000 6.500 $4,178.10 360 1-Dec-31
4434067 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,309.01 360 1-Dec-31
4434138 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,808.43 360 1-Dec-31
4434157 XXXXXXXXXX XX 00000 PUD 6.875 6.500 $5,360.54 360 1-Dec-31
4434253 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,497.11 360 1-Dec-31
4434254 RANCHO SANTA I 92688 SFD 6.750 6.483 $2,033.36 360 1-Dec-31
4434284 XXXXXX XX 00000 SFD 6.750 6.483 $2,853.83 360 1-Dec-31
4434309 XXX XXXXX XX 00000 SFD 6.750 6.483 $3,243.00 360 1-Dec-31
4434473 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,796.76 360 1-Jan-32
4434476 XXXXXXX XX 00000 SFD 6.750 6.483 $2,380.36 360 1-Dec-31
4434507 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,080.36 360 1-Dec-31
4434622 XXXXXX XXX XX XX 00000 LCO 6.750 6.483 $3,434.98 360 1-Dec-31
4434730 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,010.66 360 1-Jan-32
4434788 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,036.48 360 1-Dec-31
4434896 XX XXXXX XX 00000 SFD 7.000 6.500 $2,694.48 360 1-Jan-32
4434960 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,311.61 360 1-Jan-32
4435013 XXXXXXX XX 00000 SFD 6.750 6.483 $5,772.53 360 1-Jan-32
4435034 XXXXXX XX 00000 SFD 6.750 6.483 $2,075.52 360 1-Jan-32
4435121 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,062.76 360 1-Jan-32
4435125 XXXXXX XX 00000 LCO 6.750 6.483 $1,647.44 360 1-Dec-31
4435167 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,259.84 360 1-Jan-32
4435215 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,296.63 360 1-Jan-32
4435293 XXXX XXXX XX 00000 SFD 6.750 6.483 $2,529.54 360 1-Jan-32
4435297 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,568.60 360 1-Dec-31
4435460 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,125.17 360 1-Jan-32
4435466 XXXXXXX XX 00000 SFD 6.875 6.500 $2,522.61 360 1-Jan-32
4435513 XXXXXXX XX 00000 SFD 6.875 6.500 $6,365.65 360 1-Jan-32
4435592 XXX XXXX XX 00000 SFD 6.750 6.483 $2,886.27 360 1-Dec-31
4435628 XXX XXXX XX 00000 SFD 6.875 6.500 $2,263.12 360 1-Jan-32
4435762 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,237.67 360 1-Jan-32
4435790 XXX XXXXXX XX 00000 SFD 6.750 6.483 $2,685.20 360 1-Dec-31
4435900 XXXXXX XXXXX XX 00000 PUD 7.125 6.500 $2,452.34 360 1-Dec-31
4436064 XXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,627.95 360 1-Jan-32
4436071 XXXX XXXXX XX 00000 SFD 7.375 6.500 $2,965.76 360 1-Dec-31
4436137 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,127.41 360 1-Dec-31
4436191 XXXXXXX XXXX XX 00000 SFD 6.875 6.500 $4,053.26 360 1-Jan-32
4436223 HALF XXXX XXX XX 00000 SFD 6.750 6.483 $3,497.68 240 1-Jan-22
4436321 XXX XXXX XX 00000 SFD 7.000 6.500 $3,379.74 360 1-Jan-32
4436525 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,827.54 360 1-Jan-32
4436779 XXX XXXX XX 00000 SFD 7.000 6.500 $3,160.19 360 1-Jan-32
4436851 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360 1-Jan-32
4436855 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,263.61 360 1-Jan-32
4436878 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,312.39 360 1-Dec-31
4437076 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,351.81 360 1-Dec-31
4437342 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,120.41 360 1-Dec-31
4437445 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,622.62 360 1-Dec-31
4437719 XXXXXXXX XX 00000 SFD 7.000 6.500 $1,896.12 360 1-Dec-31
4437894 XXXXX XXXX XX 00000 SFD 6.750 6.483 $3,567.29 360 1-Dec-31
4438076 XXXXXXXXX XX 00000 SFD 7.000 6.500 $4,164.80 360 1-Jan-32
4438105 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,016.78 360 1-Dec-31
4438390 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,106.97 360 1-Dec-31
4438769 XXXX XXXXXXXX XX 00000 SFD 6.875 6.500 $2,522.61 360 1-Dec-31
4439476 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,820.89 360 1-Dec-31
4439704 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,425.39 360 1-Jan-32
4439731 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,139.22 360 1-Jan-32
4439742 XXXX XXXX XX 00000 SFD 6.875 6.500 $2,096.92 360 1-Dec-31
4439796 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,208.81 360 1-Jan-32
4440027 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,794.30 360 1-Dec-31
4440165 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $5,321.13 360 1-Jan-32
4440246 TRABUCO CANYO CA 92679 SFD 7.375 6.500 $3,453.38 360 1-Jan-32
4440276 FAIRFIELD CT 06430 SFD 7.000 6.500 $2,441.67 360 1-Jan-32
4440495 VIENNA VA 22182 SFD 6.750 6.483 $2,056.06 360 1-Jan-32
4441015 CLAYTON CA 94517 SFD 6.875 6.500 $2,135.02 360 1-Dec-31
4441086 SAN CLEMENTE CA 92672 SFD 6.875 6.500 $2,135.02 360 1-Dec-31
4441136 APTOS CA 95003 SFD 7.000 6.500 $3,061.73 360 1-Jan-32
4441363 DALLAS TX 75230 SFD 6.750 6.483 $4,767.20 360 1-Dec-31
4441852 WINDERMERE FL 34786 SFD 6.875 6.500 $5,202.16 360 1-Jan-32
4441882 SHAKOPEE MN 55379 SFD 6.875 6.500 $2,266.41 360 1-Jan-32
4441970 SAN FRANCISCO CA 94114 SFD 6.750 6.483 $2,970.58 360 1-Dec-31
4442161 IRVINE CA 92620 SFD 6.750 6.483 $3,554.32 360 1-Dec-31
4442446 CUPERTINO CA 95014 SFD 6.875 6.500 $2,956.18 360 1-Jan-32
4442450 LAGO VISTA TX 78645 SFD 6.750 6.483 $2,694.93 360 1-Dec-31
4442465 BOSTON MA 02110 HCO 6.750 6.483 $3,671.07 360 1-Jan-32
4442509 BALTIMORE MD 21231 HCO 7.000 6.500 $2,262.03 360 1-Dec-31
4442546 NEW YORK NY 10128 HCO 7.625 6.500 $2,637.24 360 1-Jan-32
4442728 RIVER FALLS WI 54022 SFD 6.750 6.483 $4,215.89 360 1-Jan-32
4442771 BOWLINGBROOK IL 60490 SFD 6.875 6.500 $2,213.85 360 1-Dec-31
4443111 CAMPBELL CA 95008 SFD 6.875 6.500 $2,200.72 360 1-Jan-32
4443145 SAN JOSE CA 95120 SFD 6.875 6.500 $2,776.84 360 1-Dec-31
4443332 CENTREVILLE VA 20121 SFD 7.000 6.500 $2,747.70 360 1-Jan-32
4443335 MEDIA PA 19063 SFD 6.875 6.500 $3,308.30 360 1-Jan-32
4443351 BUMPASS VA 23024 SFD 7.250 6.500 $2,182.97 360 1-Jan-32
4443369 WALNUT CREEK CA 94595 SFD 7.000 6.500 $2,528.15 360 1-Dec-31
4443476 MARCO ISLAND FL 34145 SFD 6.750 6.483 $2,464.68 360 1-Dec-31
4443492 SAN JOSE CA 95135 SFD 6.750 6.483 $2,270.10 360 1-Dec-31
4443606 SAN RAFAEL CA 94901 SFD 6.750 6.483 $2,584.02 360 1-Jan-32
4443670 HOPEWELL NJ 08560 SFD 7.375 6.500 $4,489.39 360 1-Jan-32
4443703 WELLESLEY MA 02482 SFD 6.750 6.483 $2,724.12 360 1-Dec-31
4443817 SAN MATEO CA 94403 SFD 7.000 6.500 $4,304.51 360 1-Jan-32
4443840 SAN CARLOS CA 94070 SFD 7.000 6.500 $2,355.18 360 1-Jan-32
4443901 SAN JOSE CA 95148 SFD 7.125 6.500 $2,371.49 360 1-Jan-32
4443940 PLEASANTON CA 94566 SFD 7.000 6.500 $2,794.27 360 1-Dec-31
4443961 FREEHOLD NJ 07728 SFD 7.000 6.500 $4,023.40 360 1-Dec-31
4443981 MARCO ISLAND FL 34145 HCO 7.500 6.500 $2,796.86 360 1-Jan-32
4444025 BROKEN ARROW OK 74011 SFD 7.000 6.500 $3,386.39 360 1-Dec-31
4444044 SAN FRANCISCO CA 94121 SFD 7.375 6.500 $6,906.76 360 1-Dec-31
4444178 HUNTINGTON WO MI 48070 SFD 6.875 6.500 $2,255.90 360 1-Dec-31
4444301 SAN FRANCISCO CA 94118 MF2 7.375 6.500 $3,038.98 360 1-Jan-32
4444377 PALOS VERDES S 90274 SFD 6.750 6.483 $2,529.54 360 1-Dec-31
4444394 RANCHO PALOS CA 90275 SFD 7.375 6.500 $3,211.64 360 1-Dec-31
4444502 SAN DIEGO CA 92121 SFD 7.375 6.500 $3,121.86 360 1-Dec-31
4444507 LOS ANGELES CA 90049 SFD 7.125 6.500 $6,602.45 360 1-Dec-31
4444611 APPLE VALLEY MN 55124 SFD 6.750 6.483 $2,346.30 360 1-Dec-31
4444690 VIENNA VA 22181 SFD 6.750 6.483 $2,043.09 360 1-Jan-32
4444991 SAN JOSE CA 95135 SFD 6.875 6.500 $2,627.72 360 1-Dec-31
4445289 SANTA MONICA CA 90403 SFD 6.875 6.500 $3,021.88 360 1-Jan-32
4445386 BLUE BELL PA 19422 SFD 6.750 6.483 $2,064.49 360 1-Dec-31
4445445 WALNUT CREEK CA 94598 SFD 6.875 6.500 $1,997.07 360 1-Jan-32
4445672 ALBUQUERQUE NM 87122 SFD 7.000 6.500 $2,594.68 360 1-Nov-31
4445720 PASADENA CA 91107 SFD 7.125 6.500 $2,371.49 360 1-Dec-31
4446270 DALLAS TX 75225 SFD 6.875 6.500 $2,900.90 360 1-Nov-31
4446376 ORANGE CA 92867 PUD 6.875 6.500 $4,151.79 360 1-Nov-31
4446897 TRUCKEE CA 96161 SFD 7.500 6.500 $6,013.25 360 1-Dec-31
4446940 ALEXANDRIA VA 22315 SFD 6.750 6.483 $2,594.40 360 1-Jan-32
4722698 SAN FRANCISCO CA 94115 LCO 7.000 6.500 $4,324.47 360 1-Nov-31
4722963 ANNAPOLIS MD 21401 SFD 7.000 6.500 $2,714.43 360 1-Nov-31
4722971 SOLANA BEACH CA 92075 LCO 6.875 6.500 $2,259.84 360 1-Nov-31
4724654 WOODBINE MD 21797 SFD 6.875 6.500 $2,811.66 360 1-Nov-31
4725651 LOS GATOS CA 95032 SFD 6.875 6.500 $2,768.95 360 1-Nov-31
4726444 OCEAN CITY NJ 08226 SFD 7.250 6.500 $2,728.71 360 1-Nov-31
4726709 LOS ANGELES CA 90045 SFD 7.000 6.500 $2,501.54 360 1-Nov-31
4728622 FAIRFIELD CA 94585 SFD 6.875 6.500 $2,023.34 360 1-Nov-31
4730446 STREAMWOOD IL 60107 SFD 7.250 6.500 $2,343.28 360 1-Oct-31
4731279 FAIRFIELD CA 94533 SFD 6.750 6.483 $2,454.30 360 1-Nov-31
4734422 CHADDS FORD PA 19317 SFD 7.250 6.500 $2,537.70 360 1-Nov-31
4734766 SNOWMASS VILL CO 81615 SFD 6.750 6.483 $4,151.03 360 1-Nov-31
4734767 CEDAR RAPIDS IA 52402 SFD 6.750 6.483 $2,806.22 360 1-Nov-31
4736732 LOS ANGELES CA 90048 LCO 7.000 6.500 $2,178.87 360 1-Nov-31
4737318 THOUSAND OAKS CA 91320 SFD 6.875 6.500 $2,167.87 360 1-Nov-31
4737672 FOSTER CITY CA 94404 SFD 6.750 6.483 $3,145.70 360 1-Dec-31
4739462 NEW YORK NY 10128 HCO 7.000 6.500 $3,492.84 360 1-Nov-31
4739660 VENTURA CA 93001 SFD 6.750 6.483 $2,250.64 360 1-Dec-31
4740064 SCOTTSDALE AZ 85255 SFD 7.000 6.500 $2,727.74 360 1-Nov-31
4759619 EL SEGUNDO CA 90245 MF2 7.000 6.500 $2,681.17 360 1-Nov-31
4760930 DENVER CO 80206 SFD 6.750 6.483 $2,041.79 360 1-Nov-31
4762415 JUNEAU AK 99801 SFD 6.875 6.500 $3,599.97 360 1-Nov-31
4766861 ST. PAUL MN 55105 SFD 7.125 6.500 $2,722.50 360 1-Oct-31
4766887 NOVATO CA 94945 SFD 7.000 6.500 $2,389.77 360 1-Nov-31
4773842 LOS ANGELES CA 90049 LCO 6.875 6.500 $3,251.80 360 1-Nov-31
4778593 SAN FRANCISCO CA 94114 SFD 7.000 6.500 $6,653.03 360 1-Oct-31
4784062 FOLSOM CA 95630 SFD 7.375 6.500 $2,220.44 360 1-Oct-31
4786687 WESTLAKE VILL CA 91361 SFD 7.250 6.500 $5,116.32 360 1-Nov-31
4789368 BIG SKY MT 59716 SFD 7.000 6.500 $2,568.07 360 1-Nov-31
4793881 HUNTINGTON BE CA 92646 SFD 7.125 6.500 $2,123.56 360 1-Nov-31
4799995 SANTA MONICA CA 90403 SFD 6.875 6.500 $4,467.12 360 1-Nov-31
4801023 ANAHEIM CA 92808 SFD 7.000 6.500 $2,853.10 240 1-Nov-21
4801338 BRECKENRIDGE CO 80424 SFD 6.875 6.500 $5,670.61 360 1-Nov-31
4802153 MAPLE GROVE MN 55311 SFD 6.875 6.500 $2,279.54 360 1-Nov-31
4806212 CHANHASSEN MN 55317 SFD 7.000 6.500 $2,694.48 360 1-Nov-31
4809645 FREMONT CA 94536 SFD 7.000 6.500 $2,401.74 360 1-Nov-31
4814844 THOUSAND OAKS CA 91362 LCO 6.875 6.500 $2,309.43 360 1-Dec-31
4817011 SANTA MONICA CA 90405 SFD 7.125 6.500 $2,964.36 360 1-Nov-31
4819090 LOS ANGELES CA 90004 SFD 6.875 6.500 $2,187.57 360 1-Nov-31
4820551 KENILWORTH IL 60043 SFD 7.125 6.500 $3,281.01 360 1-Nov-31
4825766 EDINA MN 55439 SFD 7.000 6.500 $3,068.71 360 1-Nov-31
4825824 SANTA BARBARA CA 93108 SFD 6.750 6.483 $6,485.98 360 1-Nov-31
4826710 ALPHARETTA GA 30022 SFD 7.000 6.500 $2,474.93 360 1-Oct-31
4828034 EL CAJON CA 92021 SFD 7.000 6.500 $3,060.39 360 1-Nov-31
4829024 CATLETT VA 20119 SFD 7.125 6.500 $2,614.03 360 1-Nov-31
4829131 COATESVILLE PA 19320 SFD 6.750 6.483 $2,027.52 360 1-Dec-31
4830857 PENNSBURG PA 18073 SFD 7.125 6.500 $2,459.07 360 1-Nov-31
4831491 WASHINGTON DC 20016 SFD 6.875 6.500 $2,956.18 360 1-Nov-31
4839874 MINNEAPOLIS MN 55416 LCO 6.875 6.500 $2,102.17 360 1-Nov-31
4845186 BUCKLEY WA 98321 SFD 6.875 6.500 $2,135.02 360 1-Nov-31
4846572 REDWOOD CITY CA 94062 SFD 6.875 6.500 $2,299.25 360 1-Nov-31
4849923 GREENVILLE DE 19807 SFD 7.000 6.500 $3,533.90 300 1-Nov-26
4854188 KILMARNOCK VA 22482 SFD 6.875 6.500 $3,284.64 360 1-Dec-31
4856167 SANTA CLARA CA 95051 SFD 6.750 6.483 $1,997.68 360 1-Nov-31
4858361 SUMMIT NJ 07901 SFD 7.125 6.500 $2,489.38 360 1-Nov-31
4872354 APEX NC 27502 SFD 6.875 6.500 $3,915.30 360 1-Nov-31
4878096 ASPEN CO 81611 LCO 7.250 6.500 $4,093.06 360 1-Nov-31
4882619 CEDAR RAPIDS IA 52403 SFD 7.000 6.500 $4,324.47 360 1-Nov-31
4885174 SIOUX FALLS SD 57108 SFD 7.000 6.500 $2,175.54 360 1-Nov-31
4897377 SAN JOSE CA 95125 SFD 6.750 6.483 $2,189.02 360 1-Nov-31
4901336 WOODBURY NY 11797 SFD 6.875 6.500 $2,364.94 360 1-Nov-31
4908851 LOS ANGELES CA 90068 SFD 7.000 6.500 $2,528.15 360 1-Nov-31
4910634 DALLAS TX 75218 SFD 6.875 6.500 $4,099.24 360 1-Nov-31
4920229 VIOLA ID 83872 SFD 7.000 6.500 $2,166.22 360 1-Dec-31
4925301 CLAREMONT CA 91711 SFD 6.750 6.483 $2,075.51 360 1-Nov-31
4925657 BELLFLOWER CA 90706 SFD 6.875 6.500 $2,625.58 360 1-Nov-31
4930517 SNOHOMISH WA 98296 SFD 7.125 6.500 $2,716.64 360 1-Dec-31
4934972 SAN FRANCISCO CA 94103 LCO 6.750 6.483 $2,654.77 360 1-Nov-31
4935359 SANTA YNEZ CA 93460 SFD 6.875 6.500 $3,134.86 360 1-Nov-31
4935458 SOMIS AREA CA 93066 SFD 7.500 6.500 $3,111.50 360 1-Nov-31
4935706 PALM DESERT CA 92211 SFD 6.875 6.500 $3,264.94 360 1-Nov-31
4945523 DUCK NC 27949 SFD 7.125 6.500 $3,295.83 360 1-Nov-31
4950259 WILMINGTON DE 19808 SFD 7.250 6.500 $2,182.96 360 1-Nov-31
4951034 ALEXANDRIA TW NJ 08867 SFD 6.750 6.483 $2,886.26 360 1-Dec-31
4953551 AGOURA HILLS CA 91301 SFD 7.125 6.500 $3,402.28 360 1-Nov-31
4956561 LAKE OSWEGO OR 97035 SFD 6.875 6.500 $3,186.10 360 1-Nov-31
4963187 COTO DE CAZA CA 92679 SFD 7.125 6.500 $6,737.19 360 1-Nov-31
4969853 CASTLE ROCK CO 80104 SFD 6.750 6.483 $2,075.51 360 1-Nov-31
4976254 CLARENDON HIL IL 60514 SFD 6.750 6.483 $3,048.41 360 1-Nov-31
4989463 LOS ANGELES CA 90291 SFD 6.875 6.500 $2,200.71 360 1-Nov-31
4989935 SAN JUAN CAPI CA 92675 SFD 6.750 6.483 $2,587.91 360 1-Dec-31
4994646 SOUTH SAN FRA CA 94080 SFD 7.250 6.500 $3,001.58 360 1-Nov-31
4996252 ATLANTA GA 30339 SFD 6.750 6.483 $3,904.56 360 1-Nov-31
4996310 LAKE ELMO MN 55042 SFD 6.875 6.500 $2,345.24 360 1-Nov-31
5020722 CLOSTER NJ 07624 SFD 7.125 6.500 $2,189.59 360 1-Nov-31
5031249 BRANCHBURG NJ 08876 SFD 6.875 6.500 $2,086.41 360 1-Nov-31
5032255 SARASOTA FL 34239 SFD 6.875 6.500 $2,299.25 360 1-Nov-31
5032735 WILLIAMSPORT PA 17701 SFD 7.000 6.500 $2,170.55 360 1-Nov-31
5034715 UNION CITY CA 94587 SFD 6.875 6.500 $2,272.97 360 1-Nov-31
5042858 CHESTER NJ 07930 SFD 6.750 6.483 $2,561.96 360 1-Nov-31
5061825 CATAUMET MA 02534 SFD 7.125 6.500 $2,075.05 360 1-Nov-31
5068861 MARINA DEL RE CA 90292 LCO 6.875 6.500 $1,997.06 360 1-Nov-31
5071592 LOWELL MI 49331 SFD 6.875 6.500 $2,622.46 360 1-Nov-31
5074321 BAINBRIDGE IS WA 98110 SFD 6.875 6.500 $4,335.73 360 1-Nov-31
5076706 BARRINGTON IL 60010 SFD 6.875 6.500 $2,814.94 360 1-Nov-31
5077896 BARRINGTON IL 60010 SFD 6.750 6.483 $2,030.12 360 1-Nov-31
5080379 WINNETKA IL 60093 SFD 7.125 6.500 $4,311.80 360 1-Nov-31
5108624 SAN FRANCISCO CA 94127 SFD 6.875 6.500 $2,079.18 360 1-Nov-31
5126602 WAYSIDE NJ 07712 SFD 6.875 6.500 $2,837.93 360 1-Nov-31
5129390 SAN DIEGO CA 92106 SFD 7.000 6.500 $4,743.61 360 1-Nov-31
5132279 SAN CARLOS CA 94070 SFD 6.875 6.500 $2,102.17 360 1-Nov-31
5132501 SAN FRANCISCO CA 94122 SFD 6.875 6.500 $2,562.02 360 1-Nov-31
5132824 SAN DIEGO CA 92129 SFD 6.875 6.500 $2,937.79 360 1-Dec-31
5139274 MORGAN HILL CA 95037 SFD 7.000 6.500 $2,474.93 360 1-Nov-31
5159439 MARINA DEL RA CA 90292 HCO 7.000 6.500 $3,326.51 360 1-Nov-31
5194173 LOS ALTOS HIL CA 94022 SFD 6.750 6.483 $6,485.98 360 1-Dec-31
5244710 GRAND RAPIDS MI 49546 SFD 7.125 6.500 $2,209.80 360 1-Oct-31
5253364 BEN LOMOND CA 95005 SFD 7.000 6.500 $2,448.31 360 1-Nov-31
5270954 CARMICHAEL CA 95608 SFD 6.875 6.500 $2,982.46 360 1-Nov-31
5292735 DURANGO CO 81301 SFD 7.000 6.500 $2,621.29 360 1-Nov-31
5292750 SOUTH PASADEN CA 91030 SFD 6.875 6.500 $4,270.04 360 1-Nov-31
5299193 BEMIDJI MN 56601 MF2 6.875 6.500 $2,956.18 360 1-Nov-31
5304381 SAVAGE MN 55378 SFD 7.000 6.500 $2,661.21 360 1-Nov-31
5339924 SAN DIEGO CA 92131 SFD 7.000 6.500 $4,324.47 360 1-Nov-31
5362280 WAYZATA MN 55391 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
5386230 SIMI VALLEY CA 93065 SFD 6.875 6.500 $2,486.48 360 1-Nov-31
5461884 ATLANTIC HIGH NJ 07716 SFD 7.250 6.500 $2,080.64 360 1-Nov-31
5471818 ROXBURY TWP. NJ 07836 SFD 6.750 6.483 $2,017.46 300 1-Nov-26
5479480 ORANGE CA 92867 SFD 6.750 6.483 $2,205.23 360 1-Nov-31
5481684 WASHINGTON DC 20010 SFD 7.250 6.500 $2,285.29 360 1-Nov-31
5484175 MINNEAPOLIS MN 55403 SFD 6.875 6.500 $2,496.33 360 1-Nov-31
5492293 AVALON NJ 08202 SFD 6.875 6.500 $2,529.18 360 1-Nov-31
5541784 KEYSTONE CO 80435 LCO 7.000 6.500 $2,520.17 360 1-Nov-31
5543145 UNION CITY CA 94587 SFD 6.875 6.500 $2,135.02 360 1-Nov-31
5553185 WILMETTE IL 60091 SFD 7.125 6.500 $3,873.88 360 1-Nov-31
5568845 VALENCIA AREA CA 91355 SFD 7.000 6.500 $3,346.47 360 1-Dec-31
5624499 SEVERNA PARK MD 21146 SFD 7.000 6.500 $5,488.75 360 1-Nov-31
5628474 ORANGE CA 92867 SFD 6.875 6.500 $2,627.72 360 1-Dec-31
5631973 WINDEMERE FL 34786 SFD 6.875 6.500 $2,256.88 360 1-Nov-31
5632838 SAN DIEGO CA 92106 SFD 6.875 6.500 $2,516.04 360 1-Nov-31
5635784 MALVERN PA 19355 SFD 6.875 6.500 $2,627.72 360 1-Nov-31
5637434 COLORADO SPRI CO 80907 SFD 7.000 6.500 $2,993.86 360 1-Nov-31
5641934 ALBUQUERQUE NM 87111 SFD 7.250 6.500 $4,338.64 360 1-Nov-31
5668462 BOULDFER CO 80302 SFD 6.875 6.500 $2,312.39 360 1-Nov-31
5668967 SIOUX FALLS SD 57108 SFD 7.125 6.500 $2,398.44 360 1-Nov-31
5729815 DARIEN IL 60561 SFD 7.000 6.500 $2,095.04 360 1-Nov-31
5730796 HAMILTON MA 01936 SFD 7.125 6.500 $3,369.68 360 1-Jul-30
5788781 NOVATO CA 94945 SFD 6.875 6.500 $2,358.37 360 1-Nov-31
5830419 CHEVY CHASE MD 20815 SFD 6.875 6.500 $5,912.36 360 1-Nov-31
5832877 CLOVIS CA 93611 SFD 8.500 6.500 $2,560.48 360 1-Aug-31
5852885 NORTH BRUNSWI NJ 08902 SFD 7.375 6.500 $2,516.83 360 1-Jan-32
5866742 SAN JOSE CA 95125 SFD 7.250 6.500 $3,062.98 360 1-Jun-31
5884136 RENO NV 89509 SFD 7.375 6.500 $2,445.00 360 1-Jan-32
5905478 FISHERS IN 46038 SFD 6.875 6.500 $2,732.82 360 1-Nov-31
5909976 MCLEAN VA 22101 SFD 7.000 6.500 $3,991.82 360 1-Oct-31
5914620 BROOKLYN NY 11215 LCO 7.250 6.500 $2,387.62 360 1-Jan-32
5924948 KINGWOOD TX 77339 SFD 6.750 6.483 $2,760.44 360 1-Jan-32
5936473 SAN FRANCISCO CA 94131 SFD 7.500 6.500 $2,796.86 360 1-Jan-32
5961297 HOUSTON TX 77079 SFD 7.000 6.500 $2,228.76 360 1-Nov-31
5969930 UPPER MARLBOR MD 20774 SFD 7.250 6.500 $2,210.26 360 1-Jan-32
5983150 LOS ANGELES CA 90068 SFD 6.750 6.483 $2,432.24 360 1-Nov-31
6002455 HERCULES CA 94547 SFD 6.750 6.483 $2,429.05 360 1-Nov-31
6013353 COEUR D ALENE ID 83814 SFD 7.125 6.500 $2,411.91 360 1-Nov-31
6017312 SHERMAN OAKS CA 91423 SFD 6.750 6.483 $3,567.29 360 1-Nov-31
6018088 LOS ANGELES CA 90027 SFD 6.750 6.483 $3,969.43 360 1-Dec-31
6018976 SAN JOSE CA 95136 SFD 6.750 6.483 $1,426.92 360 1-Dec-31
6030998 RALEIGH NC 27604 SFD 7.125 6.500 $2,533.19 360 1-Oct-31
6034783 MIDDLETOWN NJ 07748 SFD 6.875 6.500 $2,627.72 360 1-Jan-32
6064760 IRVINE CA 92620 SFD 6.875 6.500 $4,040.11 360 1-Nov-31
6089682 MCKINNEY TX 75070 SFD 6.875 6.500 $4,341.81 360 1-Nov-31
6092503 SAN JOSE CA 95125 SFD 7.000 6.500 $3,399.70 360 1-Dec-31
6093575 LEAWOOD KS 66211 SFD 6.750 6.483 $3,372.71 360 1-Nov-31
6101631 CENTERVILLE OH 45458 SFD 6.875 6.500 $2,286.11 360 1-Nov-31
6101990 BERESFORD SD 57004 SFD 6.875 6.500 $2,364.94 360 1-Nov-31
6102378 FAIR OAKS RAN CA 91351 SFD 6.750 6.483 $2,018.30 360 1-Nov-31
6102450 CAPE ELIZABET ME 04107 SFD 7.250 6.500 $2,646.84 360 1-Nov-31
6105611 CARMEL CA 93923 SFD 7.125 6.500 $2,964.36 360 1-Nov-31
6107366 COARSEGOLD CA 93614 SFD 6.875 6.500 $2,154.73 360 1-Nov-31
6108774 SCOTTSDALE AZ 85255 SFD 7.000 6.500 $5,987.72 360 1-Nov-31
6109214 SACRAMENTO CA 95829 SFD 7.000 6.500 $2,494.88 360 1-Nov-31
6110162 REDONDO BEACH CA 90278 SFD 6.750 6.483 $2,023.63 360 1-Nov-31
6111676 CORONA DEL MA CA 92625 SFD 6.875 6.500 $3,941.57 360 1-Nov-31
6112180 SAN DIEGO CA 92109 SFD 6.875 6.500 $2,207.28 360 1-Nov-31
6116845 ALBUQUERQUE NM 87107 SFD 7.000 6.500 $3,116.94 360 1-Nov-31
6118626 MEMPHIS TN 38111 SFD 6.750 6.483 $3,075.65 360 1-Nov-31
6119179 ESCONDIDO CA 92025 SFD 6.875 6.500 $2,240.13 360 1-Nov-31
6119180 YORBA LINDA CA 92886 SFD 6.750 6.483 $1,997.68 360 1-Nov-31
6120897 BEVERLY HILLS CA 90210 SFD 6.875 6.500 $3,120.41 360 1-Nov-31
6121319 NEW HOPE PA 18938 SFD 6.875 6.500 $3,678.80 360 1-Nov-31
6123246 LORTON VA 22079 SFD 6.875 6.500 $2,364.94 360 1-Nov-31
6123305 GARDEN CITY NY 11530 SFD 6.875 6.500 $6,398.49 360 1-Nov-31
6138215 STEVENSON RAN CA 91381 SFD 7.125 6.500 $2,391.70 360 1-Nov-31
6139498 LA CRESCENTA CA 91214 SFD 6.875 6.500 $2,879.30 240 1-Nov-21
6139684 ARMONK NY 10504 SFD 6.875 6.500 $4,125.51 360 1-Nov-31
6140113 RIVERSIDE CA 92505 SFD 7.625 6.500 $2,043.27 360 1-Nov-31
6144759 OXNARD CA 93030 SFD 7.000 6.500 $2,441.66 360 1-Nov-31
6147746 LOS ALTOS CA 94022 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
6149597 LOS ANGELES CA 90024 SFD 6.875 6.500 $4,243.76 360 1-Nov-31
6153666 REDWOOD CITY CA 94065 SFD 6.750 6.483 $2,996.52 360 1-Nov-31
6155516 NAPERVILLE IL 60540 SFD 7.000 6.500 $2,594.68 360 1-Nov-31
6159213 SARATOGA CA 95070 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
6164387 PIERCE CO 80650 SFD 6.750 6.483 $2,704.65 360 1-Nov-31
6164816 VERNON HILLS IL 60048 SFD 7.000 6.500 $2,181.53 360 1-Nov-31
6166426 DOWNERS GROVE IL 60515 SFD 6.875 6.500 $3,941.57 360 1-Nov-31
6169110 HOPKINS MN 55305 SFD 6.750 6.483 $2,030.12 360 1-Nov-31
6171417 MARINE ON ST. MN 55047 SFD 6.750 6.483 $3,155.43 360 1-Nov-31
6172702 PLYMOUTH MN 55440 SFD 6.875 6.500 $2,417.50 360 1-Nov-31
6178626 BERNARDS NJ 07920 SFD 6.750 6.483 $2,014.82 360 1-Nov-31
6181095 RUSHFORD NY 14777 SFD 7.000 6.500 $2,328.56 360 1-Dec-31
6182173 LOVELAND CO 80538 SFD 6.750 6.483 $2,561.96 360 1-Dec-31
6183294 LONGMONT CO 80501 SFD 6.750 6.483 $2,249.34 360 1-Nov-31
6187817 FREMONT CA 94539 SFD 6.875 6.500 $3,117.13 360 1-Nov-31
6188404 HOPKINS MN 55305 SFD 7.000 6.500 $2,674.52 360 1-Nov-31
6198402 MORAGA CA 94556 SFD 6.875 6.500 $4,795.58 360 1-Nov-31
6199366 ROLLING MEADO IL 60008 SFD 7.125 6.500 $2,317.59 360 1-Nov-31
6199653 BARRINGTON IL 60010 SFD 6.875 6.500 $4,079.53 360 1-Nov-31
6200074 THOUSAND OAKS CA 91362 SFD 7.000 6.500 $2,860.80 360 1-Nov-31
6200193 WINNETKA IL 60093 SFD 6.875 6.500 $3,278.07 360 1-Nov-31
6200371 MERCER ISLAND WA 98040 SFD 6.875 6.500 $6,562.72 360 1-Nov-31
6201340 NORTH CANTON OH 44709 SFD 6.875 6.500 $2,031.88 360 1-Nov-31
6201925 LAKE NAMAKAGO WI 54802 SFD 6.875 6.500 $5,337.55 360 1-Nov-31
6202139 MAPLE GROVE MN 55311 SFD 6.875 6.500 $2,569.91 360 1-Nov-31
6203438 HUBERTUS WI 53033 SFD 7.125 6.500 $2,290.64 360 1-Nov-31
6206206 BALTIMORE MD 21210 SFD 6.750 6.483 $2,801.94 360 1-Nov-31
6207300 ELLICOTT CITY MD 21042 SFD 6.750 6.483 $3,048.41 360 1-Nov-31
6207712 AURORA CO 80016 SFD 6.875 6.500 $2,270.50 360 1-Nov-31
6209428 LAKE FOREST IL 60045 SFD 7.000 6.500 $4,324.47 360 1-Nov-31
6209781 GOLDEN VALLEY MN 55416 SFD 7.000 6.500 $2,118.32 360 1-Nov-31
6212579 ANDOVER MN 55304 SFD 6.875 6.500 $2,279.55 360 1-Dec-31
6214350 WASHINGTON DC 20015 SFD 6.875 6.500 $2,713.12 360 1-Nov-31
6214745 LAKE BLUFF IL 60044 SFD 6.875 6.500 $2,956.18 360 1-Nov-31
6218694 UPLAND CA 91784 SFD 7.375 6.500 $2,638.38 360 1-Nov-31
6219521 LAS VEGAS NV 89141 SFD 7.000 6.500 $2,218.12 360 1-Nov-31
6219855 BOCA RATON FL 33433 SFD 7.000 6.500 $2,804.25 360 1-Nov-31
6220144 MIDDLETOWN NJ 07748 SFD 7.125 6.500 $2,400.12 360 1-Nov-31
6220488 PEWAUKEE WI 53072 SFD 7.500 6.500 $5,427.65 360 1-Nov-31
6220642 SAN FRANCISCO CA 94116 SFD 6.750 6.483 $2,399.81 360 1-Dec-31
6222266 SIMI VALLEY CA 93065 SFD 7.000 6.500 $2,927.33 360 1-Nov-31
6224640 LOS ANGELES CA 90049 SFD 6.875 6.500 $5,255.43 360 1-Dec-31
6224934 HUNTINGTON BE CA 92649 SFD 6.875 6.500 $2,430.64 360 1-Nov-31
6225044 FELTON CA 95018 SFD 7.000 6.500 $2,176.50 360 1-Nov-31
6225264 FAIR HAVEN NJ 07701 SFD 6.750 6.483 $2,166.32 360 1-Nov-31
6226043 SAN FRANCISCO CA 94133 LCO 6.750 6.483 $2,412.78 360 1-Dec-31
6226171 ARCADIA CA 91006 SFD 6.750 6.483 $3,080.84 360 1-Nov-31
6226382 JAMUL CA 91935 SFD 7.000 6.500 $3,299.90 360 1-Nov-31
6226397 HONOLULU HI 96821 SFD 6.750 6.483 $3,917.53 360 1-Nov-31
6226650 LOS ANGELES CA 90008 SFD 6.875 6.500 $2,135.02 360 1-Nov-31
6227300 SANTA BARBARA CA 93109 LCO 6.875 6.500 $2,509.47 360 1-Nov-31
6227459 SAN FRANCISCO CA 94115 LCO 6.750 6.483 $2,138.43 360 1-Nov-31
6229584 MCLEAN VA 22101 SFD 6.750 6.483 $3,217.05 360 1-Dec-31
6229849 KENTFIELD CA 94904 MF2 6.875 6.500 $3,770.77 360 1-Nov-31
6229978 SANTA MARIA CA 93455 SFD 6.750 6.483 $2,250.64 360 1-Nov-31
6230406 WEST CHESTER PA 19380 SFD 6.750 6.483 $1,997.68 360 1-Nov-31
6232115 HIGHLANDS RAN CO 80126 SFD 6.875 6.500 $2,511.11 360 1-Nov-31
6232944 SAN DIEGO CA 92130 SFD 6.750 6.483 $3,144.40 360 1-Dec-31
6233390 KELLER TX 76248 SFD 6.875 6.500 $2,539.36 360 1-Nov-31
6233470 SOUTHLAKE TX 76092 SFD 6.875 6.500 $2,640.85 360 1-Nov-31
6234571 NAPERVILLE IL 60565 SFD 6.750 6.483 $2,678.71 360 1-Nov-31
6235397 GLENVIEW IL 60025 SFD 6.875 6.500 $2,890.49 360 1-Nov-31
6235649 LONG GROVE IL 60047 SFD 7.000 6.500 $5,003.07 360 1-Nov-31
6236399 COLUMBIA MD 21044 SFD 6.750 6.483 $2,140.37 360 1-Nov-31
6236698 CHICAGO IL 60618 SFD 6.750 6.483 $3,697.01 360 1-Nov-31
6237778 WASHINGTON DC 20007 SFD 6.750 6.483 $4,864.49 360 1-Dec-31
6237955 WADSWORTH IL 60083 SFD 6.875 6.500 $2,726.25 360 1-Nov-31
6243029 PACIFIC PALIS CA 90272 SFD 6.875 6.500 $2,640.85 360 1-Nov-31
6244422 ATLANTA GA 30305 SFD 6.875 6.500 $2,463.48 360 1-Nov-31
6246396 SALT LAKE CIT UT 84103 SFD 7.250 6.500 $3,837.24 360 1-Nov-31
6255358 WALNUT CREEK CA 94596 SFD 7.125 6.500 $2,290.64 360 1-Nov-31
6270177 MODESTO CA 95354 SFD 6.875 6.500 $2,598.15 360 1-Nov-31
6274111 SAN DIEGO CA 92103 SFD 6.750 6.483 $2,166.32 360 1-Nov-31
6276254 LOS ANGELES CA 91311 SFD 6.875 6.500 $3,728.07 360 1-Nov-31
6276775 HAYWARD CA 94544 SFD 6.875 6.500 $2,181.00 360 1-Nov-31
6280923 LAKE BARRINGT IL 60010 SFD 7.000 6.500 $3,437.62 360 1-Nov-31
6286541 LAGUNA NIGUEL CA 92677 SFD 7.000 6.500 $3,124.26 360 1-Nov-31
6287711 CARBONDALE CO 81623 SFD 6.750 6.483 $6,161.68 360 1-Nov-31
6288854 NAPERVILLE IL 60565 SFD 7.000 6.500 $2,072.42 360 1-Nov-31
6291205 PETALUMA CA 94954 SFD 7.000 6.500 $2,195.50 360 1-Nov-31
6291466 SOQUEL CA 95073 SFD 7.125 6.500 $2,546.66 360 1-Nov-31
6293133 FOSTER CITY CA 94404 LCO 6.875 6.500 $2,223.70 360 1-Nov-31
6293364 KING OF PRUSS PA 19406 SFD 6.750 6.483 $4,040.77 360 1-Nov-31
6294699 DALLAS TX 75205 SFD 6.875 6.500 $5,307.33 360 1-Nov-31
6300147 SANTA ANA CA 92705 SFD 6.875 6.500 $2,480.56 360 1-Nov-31
6300222 GRANITE BAY CA 95746 SFD 6.875 6.500 $2,856.27 240 1-Dec-21
6300759 LAGRANGE IL 60525 SFD 7.000 6.500 $2,066.43 360 1-Nov-31
6304146 POTOMAC MD 20854 SFD 6.750 6.483 $3,580.26 360 1-Nov-31
6305776 LONGMONT CO 80503 SFD 6.875 6.500 $2,102.17 360 1-Nov-31
7893310 TUBAC AZ 85621 SFD 7.375 6.500 $3,324.91 360 1-Nov-31
8126981 GRETNA NE 68068 SFD 6.875 6.500 $2,299.25 360 1-Oct-31
8153787 NEWHALL CA 91321 SFD 7.500 6.500 $4,055.44 360 1-Oct-31
8170546 GILROY CA 95020 SFD 6.875 6.500 $4,270.04 360 1-Nov-31
8183711 NOVATO CA 94945 SFD 6.750 6.483 $2,633.31 360 1-Nov-31
8207196 WARREN NJ 07059 SFD 6.750 6.483 $4,215.86 360 1-Nov-31
8212068 RENO NV 89509 SFD 6.750 6.483 $3,242.99 360 1-Nov-31
8213102 CONIFER CO 80433 SFD 6.750 6.483 $4,280.75 360 1-Nov-31
8232291 HENDERSON NV 89135 SFD 7.625 6.500 $7,077.94 360 1-Nov-31
8253969 KERRVILLE TX 78028 SFD 7.250 6.500 $6,480.67 360 1-Nov-31
8257277 BROWNSVILLE TX 78521 SFD 7.000 6.500 $2,724.41 360 1-Nov-31
8305673 KERRVILLE TX 78028 SFD 7.000 6.500 $2,235.42 360 1-Nov-31
8319834 TRACY CA 95377 SFD 7.000 6.500 $2,176.84 360 1-Oct-31
8325000 RICHMOND TX 77469 SFD 7.125 6.500 $2,317.59 360 1-Nov-31
8330621 MILL CREEK WA 98012 SFD 6.875 6.500 $3,284.64 360 1-Nov-31
8334662 SOUTHINGTON CT 06489 SFD 7.250 6.500 $2,455.83 360 1-Oct-31
8347708 ST. CHARLES IL 60175 SFD 6.750 6.483 $2,781.19 360 1-Dec-31
8355120 ANTELOPE CA 95843 SFD 7.250 6.500 $2,176.14 360 1-Nov-31
8361217 AURORA CO 80016 SFD 7.125 6.500 $2,424.71 360 1-Nov-31
8367372 HAMILTON OH 45011 SFD 7.500 6.500 $2,796.84 360 1-Oct-31
8371539 STATEN ISLAND NY 10304 SFD 6.875 6.500 $4,853.06 360 1-Nov-31
8381902 LOVELAND CO 80538 SFD 7.125 6.500 $2,580.34 360 1-Oct-31
8382153 ROCHESTER MN 55902 SFD 7.125 6.500 $3,233.85 360 1-Nov-31
8382238 FT COLLINS CO 80524 SFD 7.125 6.500 $3,584.18 360 1-Nov-31
8383871 AUSTIN TX 78737 SFD 7.250 6.500 $2,986.57 360 1-Nov-31
8395079 MT. PLEASANT SC 29464 SFD 7.000 6.500 $2,993.86 360 1-Oct-31
8396651 PINEHURST NC 28374 SFD 6.875 6.500 $2,627.72 360 1-Nov-31
8400967 WESTERVILLE OH 43082 SFD 6.875 6.500 $2,210.57 360 1-Nov-31
8408663 CROWNSVILLE MD 21032 SFD 7.125 6.500 $3,166.48 360 1-Nov-31
8409265 SOMERSET NJ 08873 SFD 7.125 6.500 $2,566.87 360 1-Nov-31
8411821 EAST BRUNSWIC NJ 08816 SFD 7.125 6.500 $2,775.72 360 1-Nov-31
8413401 BERNARDS TOWN NJ 07920 SFD 7.000 6.500 $4,324.47 360 1-Nov-31
8420352 STATEN ISLAND NY 10312 MF2 7.750 6.500 $3,868.63 360 1-Aug-31
8431404 FOREST HILL MD 21050 SFD 7.125 6.500 $2,219.31 360 1-Oct-31
8438479 BOWIE MD 20716 SFD 7.125 6.500 $2,305.46 360 1-Oct-31
8441039 FORT WORTH TX 76116 SFD 7.125 6.500 $3,705.45 360 1-Nov-31
8446011 VERDI NV 89439 SFD 7.250 6.500 $2,455.49 360 1-May-31
8461545 MILL VALLEY CA 94941 SFD 7.000 6.500 $6,653.03 360 1-Oct-31
8484039 BOISE ID 83702 SFD 6.875 6.500 $3,547.42 360 1-Nov-31
8491602 IRVINE CA 92602 SFD 6.875 6.500 $2,868.68 360 1-Oct-31
8493880 CARLSBAD CA 92009 SFD 6.875 6.500 $2,627.72 360 1-Dec-31
8495452 CHERRY HILLS CO 80110 SFD 7.125 6.500 $6,737.19 360 1-Nov-31
8496735 CAMERON PARK CA 95672 SFD 6.875 6.500 $2,326.91 360 1-Dec-31
8500905 BUFFALO MN 55313 SFD 6.750 6.483 $3,242.99 360 1-Nov-31
8505658 SAMMAMISH WA 98074 SFD 6.750 6.483 $2,270.09 360 1-Nov-31
8507945 FAIRFAX VA 22033 SFD 7.000 6.500 $4,654.46 360 1-Nov-31
8516389 GAMBRILLS MD 21054 SFD 7.250 6.500 $2,512.26 360 1-Oct-31
8531257 AUSTIN TX 78703 SFD 6.750 6.483 $3,891.59 360 1-Dec-31
8533159 HELOTES TX 78023 SFD 6.875 6.500 $2,562.02 360 1-Dec-31
8536664 ODESSA MO 64076 SFD 7.125 6.500 $2,422.69 360 1-Nov-31
8540670 YARDLEY PA 19067 SFD 7.000 6.500 $2,546.78 360 1-Dec-31
8541671 FAIRFAX VA 22033 SFD 7.000 6.500 $2,661.21 360 1-Oct-31
8541852 SUWANEE GA 30024 SFD 6.750 6.483 $2,348.99 360 1-Nov-31
8554296 DARNESTOWN MD 20878 SFD 6.875 6.500 $2,867.49 360 1-Dec-31
8558119 FORT WORTH TX 76107 SFD 6.750 6.483 $6,485.98 360 1-Nov-31
8559621 DAVIDSONVILLE MD 21035 SFD 6.750 6.483 $2,739.68 360 1-Dec-31
8565957 ARLINGTON MA 02474 LCO 7.375 6.500 $2,547.90 360 1-Oct-31
8566163 AURORA CO 80016 SFD 6.750 6.483 $3,015.98 360 1-Nov-31
8581802 ELKRIDGE MD 21075 SFD 6.875 6.500 $2,290.38 360 1-Dec-31
8582972 ESCONDIDO CA 92027 SFD 7.000 6.500 $2,506.81 360 1-Nov-31
8598320 PIERRE SD 57501 SFD 6.875 6.500 $2,087.06 360 1-Nov-31
8598996 BURTONSVILLE MD 20866 SFD 7.125 6.500 $2,338.14 360 1-Nov-31
8606376 GRAND JUNCTIO CO 81503 SFD 7.250 6.500 $2,217.07 360 1-May-31
8618156 CHISAGO CITY MN 55013 SFD 7.000 6.500 $2,621.29 360 1-Nov-31
8624227 ELKRIDGE MD 21075 SFD 6.875 6.500 $2,374.47 360 1-Nov-31
8631439 VALENCIA CA 91355 SFD 7.250 6.500 $2,387.62 360 1-May-31
8637895 SACRAMENTO CA 95829 SFD 6.750 6.483 $3,242.99 360 1-Nov-31
8641949 MISSION VIEJO CA 92691 SFD 7.375 6.500 $2,313.76 360 1-Aug-31
8642853 CREAM RIDGE NJ 08514 SFD 7.125 6.500 $2,899.15 360 1-Oct-31
8648869 ALPHARETTA GA 30022 SFD 7.375 6.500 $3,197.45 360 1-Jul-31
8655536 DALLAS TX 75204 SFD 7.125 6.500 $2,258.30 360 1-Nov-31
8663284 LOS ANGELES CA 90066 SFD 7.250 6.500 $3,676.93 360 1-Oct-31
8664316 EDEN PRAIRIE MN 55347 SFD 7.125 6.500 $2,410.23 360 1-Nov-31
8670616 LADERA RANCH CA 92694 SFD 7.000 6.500 $2,251.39 360 1-Oct-31
8672304 BUFFALO GROVE IL 60089 SFD 7.250 6.500 $2,182.96 360 1-Sep-31
8679308 SAN DIEGO CA 92131 LCO 6.750 6.483 $2,717.68 360 1-Dec-31
8686117 STILLWATER MN 55082 SFD 7.875 6.500 $2,982.21 360 1-Jul-31
8694261 SIMI VALLEY CA 93065 SFD 7.250 6.500 $3,518.92 360 1-Nov-31
8696397 MILLERSVILLE MD 21108 SFD 6.875 6.500 $2,171.15 360 1-Dec-31
8704625 SOUTH RIDING VA 20152 SFD 6.875 6.500 $2,627.84 360 1-Nov-31
8712776 FULLERTON CA 92835 SFD 6.875 6.500 $4,270.04 360 1-Oct-31
8714872 NASHUA NH 03062 SFD 7.000 6.500 $3,412.80 360 1-Oct-31
8716147 PHILADELPHIA PA 19146 SFD 7.250 6.500 $2,818.75 360 1-Oct-31
8728415 CLARKSVILLE MD 21029 SFD 7.000 6.500 $2,422.84 360 1-Nov-31
8728813 BEVERLY HILLS CA 90210 SFD 7.125 6.500 $6,737.19 360 1-Oct-31
8738041 CASTAIC AREA CA 91384 SFD 7.000 6.500 $2,334.55 360 1-Nov-31
8738679 EVANSTON IL 60202 SFD 7.000 6.500 $2,526.15 360 1-Oct-31
8742417 MINDEN NV 89423 SFD 7.250 6.500 $2,367.15 360 1-Sep-31
8746093 RENO NV 89511 SFD 7.250 6.500 $3,581.43 360 1-Aug-31
8751073 THOUSAND OAKS CA 91320 SFD 6.875 6.500 $2,299.25 360 1-Nov-31
8752389 RICHMOND VA 23233 SFD 6.750 6.483 $2,866.80 360 1-Nov-31
8755220 BURTONSVILLE MD 20866 SFD 6.750 6.483 $2,546.72 360 1-Dec-31
8758268 STEVENSON RAN CA 91381 SFD 7.000 6.500 $2,363.86 360 1-Oct-31
8761565 GLENCOE IL 60022 SFD 7.375 6.500 $2,831.77 360 1-Sep-31
8762192 STEVENSON RAN CA 91381 SFD 6.750 6.483 $2,464.67 360 1-Dec-31
8764146 PAR-TROY HILL NJ 07054 SFD 7.000 6.500 $2,314.59 360 1-Nov-31
8767654 CAMARILLO CA 93012 SFD 6.875 6.500 $2,318.56 360 1-Dec-31
8768427 COCKEYSVILLE MD 21030 SFD 7.000 6.500 $5,322.42 360 1-Nov-31
8770113 SAN FRANCISCO CA 94118 SFD 7.375 6.500 $5,801.67 360 1-Nov-31
8772786 ANTIOCH CA 94509 SFD 6.875 6.500 $2,280.86 360 1-Nov-31
8780820 THOUSAND OAKS CA 91320 SFD 6.750 6.483 $2,043.08 360 1-Nov-31
8786448 KENNEWICK WA 99337 SFD 7.250 6.500 $2,122.25 360 1-Nov-31
8791081 SAN MATEO CA 94402 SFD 6.875 6.500 $4,729.89 360 1-Oct-31
8792744 MINNETRISTA MN 55364 SFD 7.500 6.500 $2,657.02 360 1-Jul-31
8793818 OJAI CA 93023 SFD 7.375 6.500 $3,487.91 360 1-Nov-31
8796812 SANTA ROSA CA 95404 SFD 7.125 6.500 $2,492.76 360 1-Nov-31
8798094 SUFFERN NY 10901 SFD 6.875 6.500 $2,759.10 360 1-Nov-31
8814275 SPRINGFIELD VA 22150 SFD 7.000 6.500 $3,499.49 360 1-Nov-31
8823899 MIDDLETOWN NJ 07748 SFD 7.125 6.500 $2,139.06 360 1-Nov-31
8824913 PELLA IA 50219 SFD 6.875 6.500 $2,135.02 360 1-Aug-31
8826445 EDWARDS CO 81632 SFD 6.875 6.500 $6,569.29 360 1-Nov-31
8834705 THOUSAND OKAS CA 91320 SFD 6.750 6.483 $2,310.96 360 1-Nov-31
8835806 OCEANSIDE CA 92054 SFD 6.875 6.500 $2,023.34 360 1-Dec-31
8838440 SUWANEE GA 30024 SFD 6.875 6.500 $2,950.77 360 1-Nov-31
8839138 RADNOR PA 19087 SFD 7.000 6.500 $2,162.23 360 1-Sep-31
8840034 MARINE ON ST MN 55047 SFD 7.375 6.500 $2,762.70 360 1-Oct-31
8844676 DEVON PA 19333 SFD 7.500 6.500 $2,377.33 360 1-Sep-31
8844931 DIX HILLS NY 11746 SFD 7.375 6.500 $3,177.11 360 1-Sep-31
8847960 GREEN BAY WI 54313 SFD 7.375 6.500 $4,092.94 360 1-Oct-31
8851462 OCEAN CITY NJ 08226 LCO 7.000 6.500 $3,512.80 360 1-Nov-31
8857564 BRECKENRIDGE CO 80424 SFD 6.750 6.483 $2,918.69 360 1-Nov-31
8858616 NORCROSS GA 30092 SFD 6.875 6.500 $2,791.95 360 1-Nov-31
8860490 EAGAN MN 55123 SFD 6.750 6.483 $2,270.09 360 1-Nov-31
8862745 CORONA DEL MA CA 92625 SFD 6.750 6.483 $6,485.98 360 1-Nov-31
8863931 SUMMERLAND CA 93067 SFD 6.750 6.483 $2,270.09 360 1-Dec-31
8864402 PERKASIE PA 18944 SFD 7.125 6.500 $2,097.96 360 1-Oct-31
8868299 CENTREVILLE VA 20120 SFD 6.875 6.500 $2,821.56 360 1-Oct-31
8869027 LEANDER TX 78641 SFD 6.750 6.483 $2,651.99 360 1-Nov-31
8869906 HERNDON VA 20170 SFD 6.875 6.500 $2,855.93 360 1-Dec-31
8869963 HERNDON VA 20171 SFD 6.875 6.500 $2,876.43 360 1-Nov-31
8870517 LAWRENCE NY 11559 SFD 7.125 6.500 $6,231.90 360 1-Nov-31
8870643 PRESCOTT VALL AZ 86314 SFD 7.500 6.500 $5,628.68 360 1-Oct-31
8871792 OCEAN CITY NJ 08226 SFD 7.250 6.500 $3,438.17 360 1-Nov-31
8873832 SWANTON MD 21561 SFD 7.125 6.500 $2,492.76 360 1-Oct-31
8874097 LINO LAKES MN 55014 SFD 6.875 6.500 $2,349.18 360 1-Nov-31
8874566 NEWPORT BEACH CA 92663 SFD 7.250 6.500 $2,871.96 360 1-Oct-31
8874707 LISLE IL 60532 SFD 7.625 6.500 $2,262.11 360 1-Sep-31
8875174 BLACK BUTTE R OR 97759 SFD 6.875 6.500 $2,470.05 360 1-Nov-31
8878074 WAYZATA MN 55391 SFD 7.250 6.500 $4,093.06 360 1-Oct-31
8878193 APPLE VALLEY MN 55124 SFD 6.875 6.500 $3,126.98 360 1-Nov-31
8883215 ORONO MN 55391 SFD 6.875 6.500 $2,759.10 360 1-Nov-31
8884614 ATLANTA GA 30327 SFD 6.875 6.500 $3,941.57 360 1-Oct-31
8884669 MIDDLETOWN NJ 07748 SFD 7.125 6.500 $2,360.71 360 1-Oct-31
8884717 OCEAN CITY NJ 08226 LCO 7.375 6.500 $3,346.32 360 1-Sep-31
8885558 LINCOLNSHIRE IL 60069 SFD 7.250 6.500 $2,356.92 360 1-Sep-31
8890046 COMMERCE MI 48382 SFD 6.875 6.500 $2,493.04 360 1-Nov-31
8891155 ARLINGTON HEI IL 60005 SFD 7.250 6.500 $2,387.62 360 1-Sep-31
8891413 THOUSAND OAKS CA 91362 LCO 7.125 6.500 $2,217.88 360 1-Sep-31
8892487 DANA POINT CA 92624 SFD 6.875 6.500 $3,284.64 360 1-Nov-31
8893020 CLIVE IA 50325 SFD 6.875 6.500 $2,102.17 360 1-Oct-31
8894839 LITTLETON CO 80127 SFD 6.875 6.500 $2,167.87 360 1-Oct-31
8894857 PALM DESERT CA 92211 SFD 6.750 6.483 $2,594.39 360 1-Oct-31
8895345 PHOENIX AZ 85021 SFD 7.125 6.500 $2,533.18 360 1-Oct-31
8895599 FREMONT CA 94538 PUD 7.000 6.500 $2,447.91 360 1-Oct-31
8897144 ORANGE CA 92867 SFD 7.500 6.500 $3,426.15 360 1-Nov-31
8897694 NEW MARKET MD 21774 SFD 6.875 6.500 $2,669.76 360 1-Nov-31
8897880 GLEN ELLYN IL 60137 SFD 7.250 6.500 $2,387.62 360 1-Oct-31
8897895 ATLANTA GA 30342 SFD 6.875 6.500 $3,634.66 360 1-Nov-31
8898589 LOS ANGELES CA 90045 SFD 7.125 6.500 $2,964.36 360 1-Sep-31
8899563 BARRINGTON IL 60010 SFD 7.375 6.500 $2,266.11 360 1-Oct-31
8900218 NEW ORLEANS LA 70124 SFD 7.125 6.500 $4,015.36 360 1-Oct-31
8900373 OXNARD CA 93030 SFD 7.625 6.500 $2,339.80 360 1-Oct-31
8901254 LA CANADA-FLI CA 91011 SFD 7.250 6.500 $3,615.53 360 1-Oct-31
8901739 MILL VALLEY CA 94941 SFD 7.000 6.500 $4,324.47 360 1-Nov-31
8901869 RANDOLPH NJ 07869 SFD 6.875 6.500 $2,627.72 360 1-Oct-31
8901945 OLD TAPPAN NJ 07675 SFD 7.000 6.500 $2,937.98 360 1-Nov-31
8903283 BELLPORT NY 11713 SFD 7.000 6.500 $3,432.96 360 1-Nov-31
8904557 SAN DIEGO CA 92130 SFD 7.000 6.500 $2,361.82 360 1-Oct-31
8904566 ALISO VIEJO CA 92656 SFD 7.000 6.500 $2,228.76 360 1-Oct-31
8905445 HINSDALE IL 60521 SFD 7.250 6.500 $3,240.34 360 1-Sep-31
8907957 CASTLE ROCK CO 80124 SFD 7.000 6.500 $2,075.74 360 1-Oct-31
8908695 DELANO MN 55359 SFD 7.125 6.500 $2,448.97 360 1-Sep-31
8909858 SAN DIEGO CA 92126 LCO 7.125 6.500 $2,209.80 360 1-Oct-31
8910658 RIDGWAY CO 81432 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
8910972 FOREST LAKE MN 55025 SFD 6.750 6.483 $2,205.23 360 1-Nov-31
8911625 COTTAGE GROVE MN 55016 SFD 6.875 6.500 $2,286.11 360 1-Nov-31
8912463 INVER GROVE H MN 55077 SFD 7.125 6.500 $2,177.46 360 1-Oct-31
8913726 MALIBU CA 90265 SFD 6.875 6.500 $2,200.71 360 1-Nov-31
8915814 DENVER CO 80220 SFD 7.000 6.500 $2,122.31 360 1-Oct-31
8915884 NEW CANAAN CT 06840 SFD 7.250 6.500 $2,899.25 360 1-Nov-31
8918873 WAYLAND MI 49348 SFD 6.875 6.500 $3,186.10 360 1-Oct-31
8919951 SPARTA NJ 07871 SFD 7.375 6.500 $2,414.60 360 1-Nov-31
8920479 YORBA LINDA CA 92886 SFD 6.875 6.500 $3,613.11 360 1-Oct-31
8921873 CHICAGO IL 60618 MF2 7.375 6.500 $2,946.07 360 1-Oct-31
8922906 ISLAND PARK ID 83429 SFD 7.375 6.500 $6,509.61 360 1-Sep-31
8923065 CAMARILLO CA 93010 SFD 7.125 6.500 $3,099.11 360 1-Oct-31
8924081 CHAPPAQUA NY 10514 SFD 7.000 6.500 $4,989.77 360 1-Nov-31
8924152 RYEBROOK NY 10573 SFD 6.875 6.500 $2,647.42 360 1-Oct-31
8924859 EDINA MN 55439 SFD 7.000 6.500 $2,442.99 360 1-Oct-31
8925355 ROSEMOUNT MN 55068 SFD 6.750 6.483 $2,769.51 360 1-Oct-31
8925382 SETAUKET NY 11733 SFD 6.875 6.500 $3,941.57 360 1-Nov-31
8925453 SPRING PARK MN 55384 SFD 7.000 6.500 $2,395.09 360 1-Nov-31
8925764 TORRANCE CA 90503 SFD 7.125 6.500 $2,597.86 360 1-Nov-31
8926028 AURORA CO 80016 SFD 7.000 6.500 $2,591.11 360 1-Oct-31
8926365 WHITTIER CA 90603 SFD 7.000 6.500 $2,368.48 360 1-Nov-31
8926374 ISSAQUAH WA 98027 SFD 7.375 6.500 $3,356.68 360 1-Oct-31
8927038 SAN DIEGO CA 92131 SFD 7.250 6.500 $2,294.84 360 1-Nov-31
8927119 NEWBURYPORT MA 01950 SFD 7.125 6.500 $2,236.75 360 1-Oct-31
8927497 ALEXANDRIA MN 56308 SFD 6.750 6.483 $2,964.09 360 1-Nov-31
8927788 SUDBURY MA 01776 SFD 7.000 6.500 $3,259.98 360 1-Oct-31
8928692 MANHATTAN BEA CA 90266 SFD 6.875 6.500 $3,547.42 360 1-Nov-31
8929573 MEADE CO 80542 SFD 6.875 6.500 $2,397.79 360 1-Nov-31
8930050 OCEAN CITY NJ 08226 LCO 7.125 6.500 $3,031.73 360 1-Oct-31
8930994 SCARSDALE NY 10583 SFD 6.750 6.483 $5,539.03 360 1-Nov-31
8931154 SAN CLEMENTE CA 92672 SFD 7.125 6.500 $4,783.40 360 1-Nov-31
8931791 MEDIA PA 19063 SFD 7.125 6.500 $6,602.44 360 1-Nov-31
8932091 GREENPORT NY 11944 SFD 6.875 6.500 $4,270.04 360 1-Nov-31
8932862 ORONO MN 55391 SFD 7.125 6.500 $2,155.90 360 1-Nov-31
8933364 BELLE MEAD NJ 08502 SFD 7.250 6.500 $2,217.07 360 1-Oct-31
8933425 PETALUMA CA 94954 SFD 7.000 6.500 $2,178.87 360 1-Oct-31
8934741 TERRELL HILLS TX 78209 SFD 7.000 6.500 $2,243.60 240 1-Nov-21
8935357 OCEAN CITY MD 21842 SFD 6.875 6.500 $2,135.02 360 1-Nov-31
8935676 SANTA MONICA CA 90402 SFD 7.000 6.500 $2,877.43 360 1-Nov-31
8935964 SHAKOPEE MN 55379 SFD 7.000 6.500 $2,022.52 360 1-Nov-31
8936980 NAPA CA 94558 SFD 6.875 6.500 $4,270.04 360 1-Dec-31
8937172 TUSTIN CA 92782 SFD 6.750 6.483 $4,540.19 360 1-Nov-31
8937204 NEWPORT BEACH CA 92663 SFD 6.750 6.483 $5,902.24 360 1-Nov-31
8937240 DUNN LORING VA 22027 SFD 7.000 6.500 $3,306.26 360 1-Nov-31
8937584 WILMINGTON DE 19803 SFD 7.125 6.500 $2,334.43 360 1-Oct-31
8938923 LAS VEGAS NV 89135 SFD 7.250 6.500 $2,062.36 360 1-Nov-31
8939124 RANCHO SANTA CA 92067 SFD 7.250 6.500 $6,412.46 360 1-Nov-31
8939566 FULLERTON CA 92835 SFD 6.875 6.500 $2,338.67 360 1-Nov-31
9005193 HALF MOON BAY CA 94019 SFD 8.500 6.500 $2,608.16 360 1-Feb-31
9025223 SAN JOSE CA 95127 SFD 7.750 6.500 $2,435.81 360 1-Feb-31
9059741 OGDEN UT 84403 SFD 7.500 6.500 $2,365.10 360 1-Apr-31
9086217 NEWARK CA 94560 SFD 7.750 6.500 $2,292.88 360 1-Feb-31
9152521 PLEASANTON CA 94566 SFD 6.875 6.500 $2,213.85 360 1-Nov-31
9159771 FOLSOM CA 95630 SFD 7.375 6.500 $2,900.84 360 1-Nov-31
9160914 CONCORD CA 94518 SFD 7.000 6.500 $2,686.16 360 1-Nov-31
9161985 WALNUT CREEK CA 94598 SFD 7.000 6.500 $2,435.01 360 1-Nov-31
9167776 NAPA CA 94559 SFD 6.750 6.483 $2,282.10 360 1-Oct-31
9168117 SAN LEANDRO CA 94577 SFD 7.000 6.500 $3,599.29 360 1-Nov-31
9189671 SAN FRANCISCO CA 94127 SFD 6.875 6.500 $2,627.72 360 1-Nov-31
9230076 NEWBURY PARK CA 91320 SFD 7.500 6.500 $2,188.55 360 1-Nov-31
9233412 WALNUT CREEK CA 94596 LCO 6.750 6.483 $2,626.83 360 1-Nov-31
9234980 LAFAYETTE CA 94549 SFD 7.375 6.500 $3,453.38 360 1-Nov-31
9245929 PACIFICA CA 94044 SFD 6.875 6.500 $2,430.64 360 1-Oct-31
9260258 ODESSA FL 33556 SFD 6.875 6.500 $4,048.66 360 1-Nov-31
9262098 MODESTO CA 95356 SFD 6.750 6.483 $3,191.11 360 1-Dec-31
9262874 LOS ANGELES CA 90024 SFD 6.875 6.500 $3,143.41 360 1-Nov-31
9264748 SARATOGA CA 95070 SFD 7.000 6.500 $6,466.74 360 1-Nov-31
9265091 RENTON WA 98059 SFD 6.875 6.500 $2,588.30 360 1-Nov-31
9267147 PLEASANTON CA 94566 SFD 7.000 6.500 $3,446.27 360 1-Dec-31
9267337 LOS ALTOS CA 94022 SFD 6.750 6.483 $3,846.19 360 1-Nov-31
9267620 LOS ANGELES CA 90046 SFD 6.875 6.500 $2,512.76 360 1-Jan-32
9272721 SAN JOSE CA 95132 SFD 6.875 6.500 $3,133.55 360 1-Nov-31
9273137 CORONA CA 92883 SFD 6.875 6.500 $2,318.80 240 1-Nov-21
9273988 EL DORADO HIL CA 95762 SFD 7.250 6.500 $2,762.82 360 1-Nov-31
9274044 SAN JOSE CA 95128 SFD 6.875 6.500 $2,267.72 360 1-Nov-31
9275231 GILROY CA 95020 SFD 6.750 6.483 $3,567.29 360 1-Dec-31
9277518 SAN JOSE CA 95116 SFD 7.000 6.500 $2,268.69 360 1-Nov-31
9280496 LOS ANGELES CA 90064 SFD 6.750 6.483 $2,983.56 360 1-Dec-31
9281049 MILL VALLEY CA 94941 SFD 6.750 6.483 $4,851.52 360 1-Dec-31
9282237 LIVERMORE CA 94550 SFD 7.625 6.500 $2,584.87 360 1-Nov-31
9286097 LOS GATOS CA 95032 SFD 7.000 6.500 $2,729.74 360 1-Dec-31
9287061 IRWIN ID 83428 SFD 7.250 6.500 $2,605.92 360 1-Nov-31
9287582 LOS ANGELES CA 91602 SFD 6.750 6.483 $2,412.79 360 1-Dec-31
9289455 MORAGA CA 94556 SFD 7.125 6.500 $2,275.49 360 1-Dec-31
9291329 PACIFICA CA 94044 SFD 6.750 6.483 $2,224.70 360 1-Dec-31
9292863 NOVATO CA 94949 SFD 6.875 6.500 $2,299.25 360 1-Nov-31
9298167 SAN JOSE CA 95131 SFD 7.000 6.500 $2,168.89 360 1-Dec-31
9298951 CLAYTON CA 94517 SFD 6.875 6.500 $2,069.33 360 1-Nov-31
9299611 CORONADO CA 92118 SFD 6.750 6.483 $3,891.59 360 1-Nov-31
9302597 SAN DIEGO CA 92131 SFD 6.875 6.500 $1,990.50 360 1-Nov-31
9305343 POINT REYES S CA 94956 SFD 6.875 6.500 $3,100.71 360 1-Nov-31
9307661 SAN FRANCISCO CA 94112 SFD 7.375 6.500 $2,348.30 360 1-Dec-31
9310541 WESTERN SPRIN IL 60558 SFD 6.875 6.500 $2,332.10 360 1-Dec-31
9311978 SAN RAMON CA 94583 SFD 6.750 6.483 $2,294.10 360 1-Nov-31
9315284 COTO DE CAZA CA 92679 SFD 7.500 6.500 $4,544.90 360 1-Dec-31
9315573 PACIFIC GROVE CA 93950 SFD 7.125 6.500 $4,716.03 360 1-Dec-31
9315847 LOS GATOS CA 95032 SFD 6.750 6.483 $3,069.17 360 1-Dec-31
9315870 IDAHO FALLS ID 83404 SFD 6.875 6.500 $2,659.25 360 1-Nov-31
9315904 MANHATTAN BEA CA 90266 SFD 6.875 6.500 $,339.98 360 1-Dec-31
9317454 FOSTER CITY CA 94404 LCO 7.000 6.500 $2,162.24 360 1-Dec-31
9318411 PALO ALTO CA 94301 SFD 6.750 6.483 $3,053.60 360 1-Dec-31
9319351 PALO ALTO CA 94301 SFD 6.750 6.483 $4,151.03 360 1-Nov-31
9321753 SAN FRANCISCO CA 94127 SFD 7.375 6.500 $3,439.57 360 1-Dec-31
9322595 LARKSPUR CA 94939 SFD 6.875 6.500 $4,637.92 360 1-Nov-31
9325283 SACRAMENTO CA 95841 SFD 6.750 6.483 $2,182.54 360 1-Nov-31
9325432 UNION CITY CA 94587 SFD 6.750 6.483 $2,270.10 360 1-Nov-31
9325619 SANTA MONICA CA 90402 SFD 7.250 6.500 $5,713.23 360 1-Nov-31
9325739 SAN FRANCISCO CA 94131 SFD 7.000 6.500 $2,907.38 360 1-Dec-31
9327481 BERKELEY CA 94708 LCO 7.375 6.500 $2,078.59 360 1-Nov-31
9328114 SAN FRANCISCO CA 94114 SFD 7.000 6.500 $2,528.15 360 1-Dec-31
9328360 SANTA CRUZ CA 95065 SFD 6.875 6.500 $2,463.49 360 1-Dec-31
9328531 MORGAN HILL CA 95037 SFD 7.125 6.500 $2,054.85 360 1-Oct-31
9329194 CALABASAS ARE CA 91302 SFD 6.875 6.500 $6,569.29 360 1-Nov-31
9329299 SAN RAMON CA 94583 SFD 7.000 6.500 $2,993.87 360 1-Oct-31
9329914 SAN MATEO CA 94402 SFD 7.250 6.500 $4,093.06 360 1-Nov-31
9329971 SAN JOSE CA 95125 SFD 6.750 6.483 $3,041.93 360 1-Nov-31
9330203 SAN CARLOS CA 94070 SFD 7.125 6.500 $3,004.78 360 1-Nov-31
9331036 LOS ANGELES CA 90066 SFD 7.000 6.500 $2,927.34 360 1-Nov-31
9331255 LOS ALTOS HIL CA 94022 SFD 7.125 6.500 $6,541.81 360 1-Oct-31
9331293 DANVILLE CA 94526 SFD 7.000 6.500 $2,189.18 360 1-Nov-31
9332034 SANTA CRUZ CA 95060 SFD 6.875 6.500 $2,890.49 360 1-Dec-31
9332079 CAPITOLA CA 95010 SFD 7.250 6.500 $2,663.90 360 1-Nov-31
9332102 MORGAN HILL CA 95037 SFD 7.125 6.500 $2,998.05 360 1-Nov-31
9332252 VACAVILLE CA 95687 SFD 6.875 6.500 $2,120.57 360 1-Nov-31
9332322 SAN JOSE CA 95123 SFD 7.000 6.500 $2,554.77 360 1-Nov-31
9332951 OAKLAND CA 94619 SFD 7.250 6.500 $3,069.79 360 1-Dec-31
9333105 VACAVILLE CA 95687 SFD 6.750 6.483 $2,075.52 360 1-Nov-31
9333811 LOS ANGELES CA 90045 SFD 7.000 6.500 $4,590.59 360 1-Nov-31
9333820 DUBLIN CA 94568 SFD 7.250 6.500 $2,292.12 360 1-Nov-31
9334005 SAN JOSE CA 95130 SFD 7.000 6.500 $2,032.50 360 1-Oct-31
9334603 WEST LAKE VIL CA 91361 SFD 7.250 6.500 $2,963.91 240 1-Nov-21
9334677 FREMONT CA 94538 SFD 7.250 6.500 $2,455.84 360 1-Oct-31
9334840 RANCHO MIRAGE CA 92270 SFD 7.375 6.500 $2,755.80 360 1-Dec-31
9334841 MILLBRAE CA 94030 SFD 7.125 6.500 $2,614.03 360 1-Nov-31
9335088 SAN RAMON CA 94583 SFD 7.250 6.500 $3,264.22 360 1-Nov-31
9335415 NOVATO CA 94947 SFD 7.125 6.500 $2,364.76 360 1-Dec-31
9335698 IRVINE CA 92612 SFD 6.875 6.500 $5,183.17 360 1-Nov-31
9335871 SAN FRANCISCO CA 94110 SFD 7.125 6.500 $2,374.86 360 1-Nov-31
9335958 SAN JOSE CA 95120 SFD 7.000 6.500 $4,124.88 360 1-Nov-31
9335985 VALENCIA CA 91355 SFD 7.500 6.500 $4,405.06 360 1-Nov-31
9336430 CUPERTINO CA 95014 SFD 7.000 6.500 $3,326.52 360 1-Oct-31
9336499 SAN FRANCISO CA 94110 SFD 7.125 6.500 $2,048.11 360 1-Dec-31
9336569 SAN RAMON CA 94583 SFD 7.375 6.500 $3,232.36 360 1-Nov-31
9337007 TRABUCO CANYO CA 92679 SFD 7.000 6.500 $3,326.52 360 1-Dec-31
9337698 PACIFIC GROVE CA 93950 SFD 7.125 6.500 $2,930.68 360 1-Nov-31
9337805 MOSS BEACH CA 94038 SFD 7.000 6.500 $3,279.94 360 1-Dec-31
9338122 WALNUT CREEK CA 94595 SFD 7.250 6.500 $2,060.18 360 1-Nov-31
9338391 RICHMOND CA 94803 SFD 7.375 6.500 $3,315.24 360 1-Dec-31
9338522 DANVILLE CA 94506 SFD 7.125 6.500 $3,202.19 360 1-Jan-32
9339302 IRVINE CA 92612 SFD 6.875 6.500 $6,503.60 360 1-Nov-31
9339341 VILLA PARK CA 92861 SFD 7.250 6.500 $2,360.33 360 1-Nov-31
9339368 SANTA ANA (AR CA 92705 SFD 7.250 6.500 $3,851.57 360 1-Nov-31
9339435 LOS ALTOS CA 94024 SFD 6.750 6.483 $4,151.03 360 1-Nov-31
9339450 SOQUEL CA 95073 SFD 6.750 6.483 $2,801.95 360 1-Nov-31
9339494 SAN MATEO CA 94402 SFD 6.875 6.500 $2,096.48 300 1-Nov-26
9339656 SANTA CRUZ CA 95062 SFD 6.875 6.500 $3,258.37 360 1-Dec-31
9339729 ROLLING HILLS ES 90274 SFD 6.875 6.500 $5,156.90 360 1-Nov-31
9339883 SAN FRANCISCO CA 94122 SFD 6.750 6.483 $2,918.70 360 1-Nov-31
9339951 CONCORD CA 94521 SFD 7.000 6.500 $2,494.89 360 1-Nov-31
9340006 FOLSOM CA 95630 SFD 7.000 6.500 $2,694.48 360 1-Nov-31
9340274 GILROY CA 95020 SFD 6.875 6.500 $2,424.07 360 1-Dec-31
9341075 SCOTTS VALLEY CA 95066 SFD 6.750 6.483 $2,205.24 360 1-Nov-31
9341076 APTOS CA 95003 SFD 7.000 6.500 $3,492.84 360 1-Nov-31
9341092 SCOTTS VALLEY CA 95066 SFD 6.750 6.483 $3,028.96 360 1-Nov-31
9341228 VALENCIA CA 91354 SFD 7.000 6.500 $2,019.86 360 1-Nov-31
9341728 SARATOGA CA 95070 SFD 6.750 6.483 $3,132.73 360 1-Dec-31
9342107 TIBURON CA 94920 SFD 7.125 6.500 $3,921.05 360 1-Nov-31
9342140 GRANITE BAY CA 95746 SFD 6.750 6.483 $2,699.79 360 1-Nov-31
9343180 CARDIFF CA 92007 SFD 7.000 6.500 $2,468.28 360 1-Nov-31
9343304 MISSION VIEJO CA 92692 SFD 7.000 6.500 $2,767.66 360 1-Nov-31
9343374 RANCHO PALOS CA 90275 SFD 6.750 6.483 $3,113.27 360 1-Nov-31
9343646 SAN RAMON CA 94583 SFD 7.500 6.500 $2,819.93 360 1-Nov-31
9343798 ROLLING HILLS CA 90274 SFD 6.750 6.483 $2,607.37 360 1-Dec-31
9343926 GILROY CA 95020 SFD 6.750 6.483 $2,659.26 360 1-Jan-32
9343947 SAN JOSE CA 95110 MF2 7.000 6.500 $2,868.12 360 1-Jan-32
9343984 GRANITE BAY CA 95746 SFD 6.750 6.483 $2,385.55 360 1-Dec-31
9344029 ALAMO CA 94507 SFD 6.750 6.483 $2,853.84 360 1-Nov-31
9344313 FREMONT CA 94538 SFD 6.750 6.483 $2,237.67 360 1-Dec-31
9344369 GRANITE BAY CA 95746 SFD 6.875 6.500 $2,989.03 360 1-Dec-31
9344440 DALY CITY CA 94015 SFD 6.875 6.500 $2,069.33 360 1-Jan-32
9344753 SAN CARLOS CA 94070 SFD 6.750 6.483 $3,891.59 360 1-Jan-32
9344762 SANTA ANA CA 92705 SFD 7.250 6.500 $2,319.40 360 1-Jan-32
9344841 ELK GROVE CA 95624 SFD 6.875 6.500 $2,318.96 360 1-Jan-32
9345049 LOS ANGELES CA 91364 SFD 6.875 6.500 $2,516.04 360 1-Jan-32
9345064 TORRANCE CA 90505 LCO 6.750 6.483 $3,372.71 360 1-Dec-31
9345208 LOS GATOS CA 95030 SFD 6.875 6.500 $3,350.34 360 1-Dec-31
9345213 PALOS VERDES CA 90274 SFD 6.875 6.500 $3,481.73 360 1-Jan-32
9345342 SACRAMENTO CA 95864 SFD 6.875 6.500 $3,376.62 360 1-Dec-31
9345522 LAFAYETTE CA 94549 SFD 6.875 6.500 $2,660.56 360 1-Dec-31
9345626 FOLSOM CA 95630 SFD 6.875 6.500 $2,496.33 360 1-Dec-31
9345638 NEVADA CITY CA 95959 SFD 6.750 6.483 $2,399.82 360 1-Dec-31
9345676 THOUSAND OAKS CA 91362 SFD 6.875 6.500 $5,583.89 360 1-Dec-31
9345901 ORINDA CA 94563 SFD 6.875 6.500 $3,785.88 360 1-Dec-31
9345976 SAN JOSE CA 95119 SFD 6.875 6.500 $2,275.61 360 1-Dec-31
9346123 SAN FRANCISCO CA 94133 LCO 6.750 6.483 $2,399.82 360 1-Dec-31
9346139 NEWPORT BEACH CA 92625 SFD 7.000 6.500 $5,076.26 360 1-Jan-32
9346144 CHICAGO IL 60613 SFD 6.875 6.500 $3,488.30 360 1-Jan-32
9346214 PLEASANTON CA 94588 SFD 6.750 6.483 $3,242.99 360 1-Dec-31
9346365 GRANITE BAY CA 95746 SFD 6.875 6.500 $3,153.26 360 1-Dec-31
9346369 CLAREMONT CA 91711 SFD 7.125 6.500 $2,310.86 360 1-Dec-31
9346552 MONTEREY CA 93940 MF2 6.750 6.483 $3,074.36 360 1-Dec-31
9346564 CONIFER CO 80433 SFD 6.750 6.483 $2,788.98 360 1-Dec-31
9346589 MOUNTAIN VIEW CA 94040 SFD 6.750 6.483 $2,594.40 360 1-Dec-31
9346714 MILL VALLEY CA 94941 SFD 6.750 6.483 $2,724.12 360 1-Jan-32
9346827 ROSEVILLE CA 95747 SFD 6.750 6.483 $2,237.67 360 1-Dec-31
9346934 HERMOSA BEACH CA 90254 SFD 6.875 6.500 $3,575.67 360 1-Jan-32
9346952 LA HONDA CA 94020 SFD 6.875 6.500 $2,522.61 360 1-Dec-31
9346974 ALAMO CA 94507 SFD 6.750 6.483 $3,846.19 360 1-Jan-32
9347146 SAN FRANCISCO CA 94122 SFD 6.875 6.500 $2,299.25 360 1-Dec-31
9347172 SANTA ROSA CA 95403 SFD 6.875 6.500 $2,364.95 360 1-Jan-32
9347329 TIBURON CA 94920 SFD 6.750 6.483 $3,953.86 360 1-Dec-31
9347550 SAN FRANCISCO CA 94122 MF2 6.875 6.500 $3,030.09 360 1-Nov-31
9347632 SAN BRUNO CA 94066 SFD 7.500 6.500 $2,674.50 360 1-Dec-31
9347743 LOS ANGELES CA 90068 SFD 7.250 6.500 $2,762.82 360 1-Dec-31
9347835 KENTFIELD CA 94904 SFD 6.750 6.483 $3,697.01 360 1-Jan-32
9347871 FOSTER CITY CA 94404 SFD 6.750 6.483 $2,516.56 360 1-Jan-32
9348059 LOS GATOS CA 95030 SFD 6.750 6.483 $2,594.40 360 1-Dec-31
9348087 SAN FRANCISCO CA 94109 SFD 7.000 6.500 $3,991.82 360 1-Dec-31
9348133 TORTUGAS CA 90505 SFD 7.125 6.500 $2,472.55 360 1-Dec-31
9348202 EL DORADO HIL CA 95762 SFD 7.000 6.500 $2,980.56 360 1-Nov-31
9348254 STAMFORD CT 06903 SFD 6.750 6.483 $2,561.97 360 1-Jan-32
9348329 PLEASANT HILL CA 94523 SFD 6.875 6.500 $2,154.73 360 1-Dec-31
9348640 SIGNAL HILL CA 90806 SFD 7.000 6.500 $3,436.29 360 1-Dec-31
9348650 MORAGA CA 94556 SFD 6.750 6.483 $3,217.05 360 1-Dec-31
9348652 ALAMO CA 94507 SFD 6.875 6.500 $2,857.64 360 1-Jan-32
9348887 LOS ALTOS CA 94024 SFD 6.750 6.483 $3,690.53 360 1-Dec-31
9349017 NORTHFIELD IL 60093 SFD 6.875 6.500 $5,235.73 360 1-Dec-31
9349255 EL DORADO HIL CA 95762 SFD 6.750 6.483 $3,697.01 360 1-Dec-31
9349383 LARKSPUR CA 94939 SFD 6.875 6.500 $2,470.06 360 1-Jan-32
9349396 SAUSALITO CA 94965 SFD 7.375 6.500 $2,427.04 360 1-Jan-32
9349803 SAN FRANCISCO CA 94131 SFD 7.000 6.500 $2,195.50 360 1-Dec-31
9350231 TRACY CA 95376 SFD 6.750 6.483 $2,072.27 360 1-Dec-31
9350599 DANVILLE CA 94526 SFD 6.750 6.483 $2,315.50 360 1-Dec-31
9350863 LODI CA 95242 SFD 6.875 6.500 $2,299.25 360 1-Dec-31
9350987 SACRAMENTO CA 95864 SFD 6.875 6.500 $2,299.25 360 1-Dec-31
9350996 DANVILLE CA 94506 SFD 6.750 6.483 $4,209.41 360 1-Dec-31
9351537 SAN JOSE CA 95120 SFD 6.875 6.500 $3,396.33 360 1-Dec-31
9351622 BRENHAM TX 78803 SFD 7.000 6.500 $2,927.34 360 1-Jan-32
9351840 SANTA ROSA CA 95404 SFD 6.750 6.483 $4,215.89 360 1-Jan-32
9352401 EL DORADO HIL CA 95762 SFD 6.875 6.500 $2,644.14 360 1-Jan-32
9352557 LONG BEACH NY 11561 SFD 6.875 6.500 $2,200.72 360 1-Jan-32
9352561 SANTA CRUZ CA 95062 SFD 6.750 6.483 $2,107.95 360 1-Dec-31
9352596 GREENWICH CT 06870 SFD 6.750 6.483 $4,215.89 360 1-Jan-32
9352810 BELMONT CA 94002 SFD 6.875 6.500 $2,148.16 360 1-Dec-31
9352842 ALAMO CA 94507 SFD 6.750 6.483 $2,918.69 360 1-Dec-31
9352851 CHICAGO IL 60657 SFD 6.750 6.483 $3,048.42 360 1-Jan-32
9352909 GILROY CA 95020 SFD 7.125 6.500 $3,112.58 360 1-Dec-31
9352912 EL DORADO HIL CA 95762 SFD 7.125 6.500 $5,793.98 360 1-Dec-31
9352925 ARROYO GRANDE CA 93420 SFD 7.000 6.500 $3,160.19 360 1-Dec-31
9353178 CUPERTINO CA 95014 SFD 6.875 6.500 $2,890.49 360 1-Dec-31
9353240 DANVILLE CA 94506 SFD 6.875 6.500 $2,332.10 360 1-Dec-31
9353331 DEL MAR CA 92014 MF2 6.750 6.483 $3,638.64 360 1-Dec-31
9353538 GOLDEN CO 80401 SFD 6.750 6.483 $2,677.42 360 1-Jan-32
9353831 CALABASAS CA 91302 SFD 6.750 6.483 $4,215.89 360 1-Dec-31
9353984 MILL VALLEY CA 94941 SFD 6.750 6.483 $3,437.57 360 1-Dec-31
9354010 SAN CARLOS CA 94070 SFD 6.750 6.483 $2,367.39 360 1-Dec-31
9354226 ALAMEDA CA 94501 SFD 7.000 6.500 $5,565.26 360 1-Dec-31
9354462 CONCORD CA 94521 SFD 7.000 6.500 $2,494.89 360 1-Jan-32
9354574 LOS ANGELES CA 91311 SFD 7.250 6.500 $2,844.68 360 1-Dec-31
9354854 ANTIOCH CA 94531 SFD 6.750 6.483 $2,064.82 360 1-Dec-31
9354862 FREMONT CA 94539 SFD 6.875 6.500 $4,230.63 360 1-Jan-32
9354869 NEWPORT COAST CA 92657 LCO 7.125 6.500 $2,088.53 360 1-Dec-31
9355198 ORANGE CA 92869 SFD 7.375 6.500 $3,256.54 360 1-Dec-31
9355249 ROSEVILLE CA 95747 SFD 6.750 6.483 $2,046.33 360 1-Nov-31
9355455 SONOMA CA 95476 SFD 6.875 6.500 $3,711.65 360 1-Jan-32
9355867 SANTA CRUZ CA 95060 SFD 6.875 6.500 $2,397.14 360 1-Dec-31
9355975 THOUSAND OAKS CA 93021 SFD 6.875 6.500 $3,284.65 360 1-Dec-31
9356021 BRENTWOOD CA 94513 SFD 6.750 6.483 $2,152.70 360 1-Dec-31
9356044 BERKELEY CA 94707 SFD 6.875 6.500 $3,464.97 360 1-Dec-31
9356045 LIVERMORE CA 94550 SFD 7.000 6.500 $2,820.89 360 1-Dec-31
9356140 DAVIS CA 95616 SFD 6.750 6.483 $2,696.87 360 1-Dec-31
9356156 PLEASANTON CA 94566 SFD 6.750 6.483 $2,594.40 360 1-Dec-31
9356216 LOS ALTOS CA 94024 SFD 6.750 6.483 $3,437.57 360 1-Dec-31
9356231 SAN MATEO CA 94402 SFD 6.750 6.483 $3,729.44 360 1-Dec-31
9356332 VENTURA CA 93004 SFD 6.750 6.483 $2,192.27 360 1-Dec-31
9356413 DANVILLE CA 94506 SFD 6.750 6.483 $3,080.85 360 1-Dec-31
9356452 MARTINEZ CA 94553 SFD 6.750 6.483 $2,237.67 360 1-Dec-31
9356531 SALINAS CA 93908 SFD 6.875 6.500 $2,135.02 360 1-Dec-31
9356669 SAN JOSE CA 95132 SFD 6.750 6.483 $2,205.24 360 1-Dec-31
9356687 SAN RAFAEL CA 94901 SFD 6.875 6.500 $2,424.07 360 1-Dec-31
9356737 SAN RAFAEL CA 94901 SFD 7.125 6.500 $3,435.97 360 1-Dec-31
9356883 CAYUCOS CA 93430 SFD 6.750 6.483 $2,172.81 360 1-Dec-31
9356930 PLEASANTON CA 94566 SFD 6.750 6.483 $2,236.04 360 1-Nov-31
9356937 MILL VALLEY CA 94941 SFD 6.875 6.500 $4,270.04 360 1-Jan-32
9356950 LARKSPUR CA 94939 SFD 6.750 6.483 $4,313.18 360 1-Dec-31
9356997 ALAMO CA 94507 SFD 7.250 6.500 $4,894.62 360 1-Jan-32
9357147 SAN FRANCISCO CA 94114 LCO 6.875 6.500 $2,706.55 360 1-Dec-31
9357224 HEALDSBURG CA 95448 SFD 6.750 6.483 $2,845.73 360 1-Nov-31
9357226 LOS ALTOS CA 94024 SFD 6.875 6.500 $3,284.65 360 1-Dec-31
9357269 SANTA ROSA CA 95404 SFD 6.750 6.483 $3,242.99 360 1-Dec-31
9357280 LOS GATOS CA 95032 SFD 6.750 6.483 $2,856.43 360 1-Dec-31
9357428 SAN JOSE CA 95136 SFD 6.875 6.500 $2,043.05 360 1-Jan-32
9357432 SAN FRANCISCO CA 94122 SFD 6.875 6.500 $2,575.16 360 1-Jan-32
9357586 SEBASTOPOL CA 95472 SFD 6.875 6.500 $2,253.27 360 1-Dec-31
9357587 FREMONT CA 94536 SFD 7.250 6.500 $2,387.62 360 1-Dec-31
9357635 ALAMO CA 94507 SFD 6.875 6.500 $3,291.22 360 1-Dec-31
9357886 ROCKLIN CA 95677 SFD 7.500 6.500 $2,796.86 360 1-Nov-31
9358052 HOLLISTER CA 95023 SFD 7.000 6.500 $2,924.01 360 1-Dec-31
9358167 BURLINGAME CA 94010 SFD 6.750 6.483 $3,774.84 360 1-Dec-31
9358201 OAKLAND CA 94611 SFD 6.750 6.483 $2,756.55 360 1-Dec-31
9358294 FREMONT CA 94536 SFD 7.125 6.500 $2,159.95 360 1-Dec-31
9358480 SAN JOSE CA 95120 SFD 6.875 6.500 $3,873.91 360 1-Dec-31
9358563 SAN JOSE CA 95125 SFD 7.000 6.500 $2,374.80 360 1-Dec-31
9358589 PLEASANTON CA 94566 SFD 6.750 6.483 $2,270.10 360 1-Dec-31
9358615 KENTFIELD CA 94904 SFD 7.000 6.500 $6,287.11 360 1-Dec-31
9358669 MISSION VIEJO CA 92692 SFD 6.875 6.500 $2,148.16 360 1-Dec-31
9358715 DANVILLE CA 94506 SFD 7.000 6.500 $4,284.55 360 1-Dec-31
9358841 OCEANSIDE CA 92056 SFD 6.750 6.483 $1,997.69 360 1-Dec-31
9358850 NEWHALL(AREA) CA 91321 SFD 6.750 6.483 $2,399.82 360 1-Dec-31
9358938 GRANITE BAY CA 95746 SFD 6.875 6.500 $3,120.41 360 1-Dec-31
9358941 ALISO VIEJO CA 92656 SFD 6.750 6.483 $2,678.71 360 1-Dec-31
9359042 OAKLAND CA 94611 SFD 7.000 6.500 $2,960.60 360 1-Nov-31
9359188 OAKLAND CA 94611 SFD 6.750 6.483 $2,270.10 360 1-Dec-31
9359270 SAN JOSE CA 95120 SFD 6.750 6.483 $4,215.89 360 1-Dec-31
9359368 SAN FRANCISCO CA 94121 SFD 7.000 6.500 $2,474.93 360 1-Dec-31
9359498 LOOMIS CA 95650 SFD 6.750 6.483 $2,043.09 360 1-Dec-31
9359594 CUPERTINO CA 95014 SFD 6.750 6.483 $2,724.12 360 1-Dec-31
9359658 FOSTER CITY CA 94404 SFD 6.750 6.483 $3,405.14 360 1-Dec-31
9359659 OAKLAND CA 94618 SFD 6.750 6.483 $3,255.97 360 1-Dec-31
9359729 WALNUT CREEK CA 94598 SFD 6.875 6.500 $2,082.47 360 1-Jan-32
9359783 SAN JOSE CA 95132 SFD 7.125 6.500 $2,560.13 360 1-Nov-31
9359784 APTOS CA 95003 SFD 6.875 6.500 $3,153.26 360 1-Dec-31
9359794 SANTA ROSA CA 95403 SFD 6.750 6.483 $3,729.44 360 1-Dec-31
9359940 SAN JOSE CA 95131 SFD 6.875 6.500 $2,496.33 360 1-Dec-31
9360028 ST HELENA CA 94574 SFD 6.875 6.500 $3,225.52 360 1-Nov-31
9360237 SAN CARLOS CA 94070 SFD 6.750 6.483 $3,054.90 360 1-Dec-31
9360344 SAN RAFAEL CA 94901 SFD 7.250 6.500 $3,185.77 360 1-Jan-32
9360482 FAIR OAKS CA 95628 SFD 6.750 6.483 $2,918.69 360 1-Nov-31
9360843 DANVILLE CA 94526 SFD 7.000 6.500 $2,827.54 360 1-Nov-31
9360949 EL CERRITO CA 94530 SFD 7.125 6.500 $3,537.03 360 1-Dec-31
9361794 LOS ANGELES CA 90272 SFD 6.750 6.483 $3,729.44 360 1-Dec-31
9361899 SAN FRANCISCO CA 94109 SFD 6.875 6.500 $3,103.99 360 1-Dec-31
9362021 VACAVILLE CA 95688 SFD 6.750 6.483 $1,976.93 360 1-Dec-31
9362081 SAN JOSE CA 95120 SFD 6.750 6.483 $2,094.98 360 1-Dec-31
9362136 SAN JOSE CA 95125 SFD 6.875 6.500 $3,678.81 360 1-Dec-31
9362146 WALNUT CREEK CA 94596 SFD 7.000 6.500 $2,767.66 360 1-Dec-31
9362223 HOLLISTER CA 95023 SFD 6.750 6.483 $2,088.49 360 1-Dec-31
9362576 SAN FRANCISCO CA 94127 SFD 7.375 6.500 $2,364.88 360 1-Dec-31
9362592 SAN RAFAEL CA 94903 SFD 6.875 6.500 $3,035.02 360 1-Jan-32
9362608 CARLSBAD CA 92008 SFD 6.750 6.483 $5,188.79 360 1-Jan-32
9362891 SONOMA CA 95476 SFD 7.000 6.500 $2,707.79 360 1-Dec-31
9362958 NAPA CA 94558 SFD 6.875 6.500 $2,627.72 360 1-Jan-32
9362980 SAN ANSELMO CA 94960 SFD 7.000 6.500 $4,324.47 360 1-Dec-31
9363189 FREMONT CA 94536 SFD 6.750 6.483 $1,984.71 360 1-Dec-31
9363225 CHICAGO IL 60618 SFD 7.250 6.500 $2,373.98 360 1-Jan-32
9363426 SAN JOSE CA 95132 SFD 7.125 6.500 $4,049.05 360 1-Nov-31
9363658 SANTA BARBARA CA 93108 SFD 7.125 6.500 $6,602.45 360 1-Nov-31
9363724 RANCHO PALOS CA 90275 SFD 6.875 6.500 $2,555.46 360 1-Dec-31
9364154 UNION CITY CA 94587 SFD 6.750 6.483 $3,054.90 360 1-Dec-31
9417578 BEND OR 97701 SFD 7.375 6.500 $2,517.51 360 1-Jan-32
9420877 DISCOVERY BAY CA 94514 SFD 6.750 6.483 $2,211.72 360 1-Jan-32
9421958 GLENDALE CA 91207 SFD 7.000 6.500 $2,262.03 360 1-Jan-32
9423460 STOCKTON CA 95219 SFD 7.250 6.500 $3,465.46 360 1-Jan-32
9424434 WALNUT CREEK CA 94595 LCO 6.875 6.500 $2,791.95 360 1-Jan-32
9424826 AURORA CO 80015 SFD 8.000 6.500 $2,421.43 360 1-Dec-31
9425278 SOUTH HOLLAND IL 60473 SFD 6.875 6.500 $2,293.34 360 1-Jan-32
9428441 CARLISLE PA 17013 SFD 7.000 6.500 $2,496.55 360 1-Jan-32
9428846 DANVILLE CA 94506 SFD 7.125 6.500 $2,863.31 360 1-Jan-32
9428880 VILLA PARK CA 92861 SFD 7.250 6.500 $2,899.25 360 1-Jan-32
9430033 TEMECULA CA 92591 SFD 7.250 6.500 $2,414.91 360 1-Jan-32
9430125 LOS GATOS CA 95032 SFD 7.125 6.500 $4,345.49 360 1-Jan-32
9430133 DRIVE CA 92867 SFD 7.000 6.500 $4,279.23 360 1-Jan-32
9430508 CORONA DEL MA CA 92625 SFD 7.125 6.500 $4,355.59 360 1-Jan-32
9430851 ELK GROVE VIL IL 60007 SFD 6.750 6.483 $2,372.58 360 1-Jan-32
9431079 TORRANCE CA 90277 SFD 6.875 6.500 $3,094.14 360 1-Jan-32
9431113 ORANGE CA 92869 SFD 6.750 6.483 $4,533.70 360 1-Jan-32
9431118 UNION CITY CA 94587 SFD 6.750 6.483 $2,490.62 360 1-Dec-31
9431473 KINGWOOD TX 77345 SFD 6.750 6.483 $3,061.39 360 1-Dec-31
9431694 GRANITE BAY CA 95746 SFD 6.750 6.483 $3,528.38 360 1-Jan-32
9431722 LA GRANGE PAR IL 60526 SFD 6.875 6.500 $2,332.10 360 1-Jan-32
9432187 POWAY CA 92064 SFD 6.875 6.500 $3,810.19 360 1-Dec-31
9432310 NORTHBROOK IL 60062 SFD 6.875 6.500 $3,941.58 360 1-Jan-32
9432316 MUKILTEO WA 98275 SFD 7.625 6.500 $2,866.57 360 1-Jan-32
9432500 PORTLAND OR 97202 SFD 7.250 6.500 $3,165.30 360 1-Jan-32
9433028 THOUSAND OAKS CA 91362 SFD 7.000 6.500 $3,293.25 360 1-Dec-31
9433143 DANA POINT CA 92629 SFD 6.750 6.483 $2,951.13 360 1-Jan-32
9433268 SANTA BARBARA CA 93105 SFD 6.875 6.500 $3,563.84 360 1-Jan-32
9433341 MARIETTA GA 30064 SFD 7.125 6.500 $2,684.10 360 1-Jan-32
9433387 WESTPORT CT 06880 SFD 7.000 6.500 $4,158.14 360 1-Jan-32
9433668 NORTH ANDOVER MA 01845 SFD 7.000 6.500 $2,328.56 360 1-Jan-32
9433984 NEWCASTLE CA 95658 SFD 7.250 6.500 $2,251.19 360 1-Jan-32
9434232 BOULDER CO 80304 SFD 6.750 6.483 $2,943.02 360 1-Jan-32
9434687 MANHATTAN BEA CA 90266 SFD 6.750 6.483 $3,307.85 360 1-Jan-32
9434888 HUNTINGTON BE CA 92649 SFD 6.750 6.483 $2,594.40 360 1-Jan-32
9435086 FULLERTON CA 92832 SFD 6.875 6.500 $2,332.10 360 1-Jan-32
9435216 LIVERMORE CA 94550 SFD 6.875 6.500 $2,811.66 360 1-Jan-32
9436100 CASTAIC(AREA) CA 91384 SFD 7.000 6.500 $2,180.53 360 1-Jan-32
9436443 ARVADA CO 80007 SFD 6.750 6.483 $2,646.28 360 1-Jan-32
9436881 GLENVIEW IL 60025 SFD 6.750 6.483 $2,172.81 360 1-Dec-31
9436927 CHICAGO IL 60613 SFD 7.000 6.500 $2,627.95 360 1-Jan-32
9437027 LOVELAND CO 80537 SFD 6.750 6.483 $3,048.42 360 1-Dec-31
9437178 PLEASANTON CA 94566 SFD 7.250 6.500 $2,558.17 360 1-Dec-31
9437440 LOS ALTOS HIL CA 94022 SFD 7.000 6.500 $3,942.59 360 1-Dec-31
9437452 SAN CLEMENTE CA 92672 SFD 7.000 6.500 $3,911.98 360 1-Dec-31
9437478 SANTA CLARITA CA 91355 SFD 7.000 6.500 $2,794.27 360 1-Dec-31
9437503 MORGAN HILL CA 95037 SFD 6.875 6.500 $4,184.64 360 1-Dec-31
9437654 DEL MAR (AREA CA 92014 SFD 6.750 6.483 $3,100.30 360 1-Jan-32
9437706 POWAY CA 92064 SFD 6.875 6.500 $3,284.65 360 1-Dec-31
9437757 LAKE ARROWHEA CA 92352 SFD 7.000 6.500 $4,969.81 360 1-Dec-31
9437894 ALISO VIEJO ( CA 92656 SFD 6.875 6.500 $2,808.37 360 1-Dec-31
9438033 DOYLESTOWN PA 18901 SFD 7.250 6.500 $2,155.68 360 1-Dec-31
9438063 LOS ANGELES CA 90046 SFD 6.875 6.500 $3,613.11 360 1-Jan-32
9438158 WALNUT CREEK CA 94595 SFD 6.750 6.483 $3,067.87 360 1-Dec-31
9438359 FREMONT CA 94539 SFD 7.000 6.500 $3,326.52 360 1-Dec-31
9438466 CALABASAS CA 91302 SFD 6.750 6.483 $2,367.39 360 1-Dec-31
9438554 SALINAS CA 93907 SFD 6.750 6.483 $2,204.59 360 1-Dec-31
9438579 LOS ANGELES CA 90046 SFD 7.250 6.500 $5,320.97 360 1-Dec-31
9438607 LAGUNA BEACH CA 92651 SFD 6.875 6.500 $2,759.11 360 1-Dec-31
9438770 GLEN ELLYN IL 60137 SFD 6.750 6.483 $2,529.54 360 1-Jan-32
9439162 CARLSBAD CA 92009 SFD 6.750 6.483 $2,756.55 360 1-Dec-31
9439258 THE WOODLANDS TX 77380 SFD 6.750 6.483 $2,357.66 360 1-Jan-32
9439395 SACRAMENTO CA 95831 SFD 6.875 6.500 $2,023.34 360 1-Dec-31
9439470 WALNUT CREEK CA 94598 SFD 7.000 6.500 $2,055.79 360 1-Dec-31
9439490 NORTHRIDGE(AR CA 91326 SFD 6.875 6.500 $2,299.25 360 1-Jan-32
9439664 CASTRO VALLEY CA 94546 SFD 7.125 6.500 $2,325.01 360 1-Dec-31
9439731 WALNUT CREEK CA 94596 SFD 7.000 6.500 $2,661.21 360 1-Dec-31
9439995 LAGUNA NIGUEL CA 92677 SFD 7.000 6.500 $4,324.47 360 1-Dec-31
9440226 MONTE SERENO CA 95030 SFD 6.750 6.483 $4,215.89 360 1-Jan-32
9441404 WALNUT CREEK CA 94596 SFD 7.250 6.500 $2,118.16 360 1-Jan-32
9441412 DUBLIN CA 94568 SFD 6.750 6.483 $3,859.16 360 1-Dec-31
9441645 MANHATTAN BEA CA 90266 SFD 6.750 6.483 $4,215.89 360 1-Dec-31
9441792 PASADENA CA 91105 SFD 7.000 6.500 $2,498.88 360 1-Jan-32
9441967 SAN RAMON CA 94583 SFD 7.500 6.500 $2,936.70 360 1-Jan-32
9442115 SAN JOSE CA 95139 SFD 6.875 6.500 $2,640.86 360 1-Dec-31
9442226 HUNTINGTON BE CA 92648 SFD 6.875 6.500 $2,693.41 360 1-Jan-32
9442432 SOLANA BEACH CA 92075 SFD 6.875 6.500 $2,833.01 360 1-Jan-32
9442554 DANVILLE CA 94506 SFD 7.000 6.500 $2,461.62 360 1-Jan-32
9442717 PETALUMA CA 94954 SFD 6.750 6.483 $2,821.41 360 1-Jan-32
9442750 THOUSAND OAKS CA 91362 SFD 6.750 6.483 $6,485.92 360 1-Jan-32
9442861 ROCKLIN CA 95765 SFD 6.875 6.500 $2,026.63 360 1-Dec-31
9442895 TIBURON CA 94920 SFD 6.875 6.500 $6,470.75 360 1-Jan-32
9442999 MILLBRAE CA 94030 SFD 6.875 6.500 $3,678.81 360 1-Dec-31
9443017 LA SELVA BEAC CA 95076 SFD 6.875 6.500 $2,522.61 360 1-Dec-31
9443077 MILPITAS CA 95035 SFD 6.750 6.483 $2,179.29 360 1-Dec-31
9443235 PALOS VERDES CA 90274 SFD 6.750 6.483 $3,048.42 360 1-Jan-32
9443346 LUTZ FL 33549 SFD 7.375 6.500 $2,372.47 360 1-Jan-32
9443372 SAN JOSE CA 95125 SFD 6.875 6.500 $2,660.57 360 1-Dec-31
9443414 ROCKLIN CA 95677 SFD 6.750 6.483 $3,174.89 360 1-Dec-31
9443421 LIVERMORE CA 94550 SFD 6.875 6.500 $3,153.26 360 1-Dec-31
9443422 SAN JOSE CA 95123 SFD 7.000 6.500 $2,195.50 360 1-Jan-32
9443521 ROCKLIN CA 95677 SFD 6.875 6.500 $2,823.48 360 1-Dec-31
9443543 VACAVILLE CA 95688 SFD 6.750 6.483 $2,753.30 360 1-Dec-31
9443553 SAN JOSE CA 95123 SFD 6.875 6.500 $2,364.95 360 1-Dec-31
9443557 SANTA CLARITA CA 91321 SFD 6.750 6.483 $2,412.79 360 1-Dec-31
9443734 DANVILLE CA 94506 SFD 6.875 6.500 $2,857.64 360 1-Dec-31
9443750 LOS ANGELES CA 90068 SFD 6.750 6.483 $2,814.92 360 1-Dec-31
9443779 LOS ANGELES CA 90020 SFD 6.750 6.483 $6,317.35 360 1-Dec-31
9443806 SANTA MONICA CA 90402 SFD 6.750 6.483 $6,485.98 360 1-Dec-31
9443827 FRANKTOWN CO 80116 SFD 6.750 6.483 $2,574.94 360 1-Dec-31
9443834 MANHATTAN BEA CA 90266 SFD 7.000 6.500 $3,612.60 360 1-Dec-31
9443863 LIVERMORE CA 94550 SFD 6.875 6.500 $2,116.63 360 1-Dec-31
9443903 WESTERN SPRIN IL 60558 SFD 6.750 6.483 $3,359.74 360 1-Dec-31
9444027 BELL CANYON A CA 91307 SFD 6.750 6.483 $4,663.42 360 1-Dec-31
9444173 PASADENA CA 91104 SFD 6.750 6.483 $3,632.15 360 1-Jan-32
9444174 SANTA ROSA CA 95405 SFD 6.875 6.500 $4,105.81 360 1-Jan-32
9444198 SAN DIEGO CA 92116 SFD 7.000 6.500 $3,153.53 360 1-Dec-31
9444199 LAGUNA BEACH CA 92651 SFD 6.750 6.483 $2,464.68 360 1-Dec-31
9444210 MATTESON IL 60443 SFD 6.750 6.483 $2,004.82 360 1-Jan-32
9444359 SAN CLEMENTE CA 92673 SFD 6.875 6.500 $3,573.70 360 1-Dec-31
9444713 WINNETKA IL 60093 SFD 6.750 6.483 $3,048.42 360 1-Jan-32
9444814 WINCHESTER CA 92596 SFD 6.750 6.483 $3,664.58 360 1-Dec-31
9444840 BURR RIDGE IL 60527 SFD 6.750 6.483 $2,665.74 360 1-Jan-32
9445509 CLAYTON CA 94517 SFD 6.750 6.483 $2,386.85 360 1-Dec-31
9445563 STEVENSON RNH CA 91381 SFD 7.750 6.500 $3,037.59 360 1-Jan-32
9445732 SAN JOSE CA 95148 SFD 6.875 6.500 $4,270.04 360 1-Dec-31
9445941 IRVINE CA 92620 SFD 6.750 6.483 $4,215.89 360 1-Dec-31
9446839 HOUSTON TX 77024 SFD 6.875 6.500 $4,319.72 240 1-Nov-21
9446870 SAN JOSE CA 95123 SFD 6.875 6.500 $2,118.60 360 1-Nov-31
9446951 LOS ALTOS CA 94024 SFD 6.875 6.500 $3,941.57 360 1-Nov-31
9447311 MARLBORO TOWN NJ 07746 SFD 6.875 6.500 $2,608.01 360 1-Dec-31
9447342 ONEIDA WI 54155 SFD 6.875 6.500 $6,405.06 360 1-Nov-31
9447363 CRYSTAL LAKE IL 60012 SFD 7.000 6.500 $3,426.31 360 1-Nov-31
9447508 GAINESVILLE TX 76240 SFD 7.000 6.500 $3,167.51 360 1-Nov-31
9447566 LOUISVILLE KY 40245 SFD 6.875 6.500 $2,489.76 360 1-Nov-31
9447880 MARIETTA GA 30068 SFD 6.750 6.483 $3,113.27 360 1-Nov-31
9447929 VILLANOVA PA 19085 SFD 6.875 6.500 $6,569.29 360 1-Nov-31
9448013 FRANKLIN TN 37067 SFD 7.000 6.500 $2,904.05 360 1-Nov-31
9448073 FORT COLLINS CO 80528 SFD 6.875 6.500 $2,663.85 360 1-Nov-31
9448125 GOLDEN CO 80401 SFD 6.875 6.500 $2,601.44 360 1-Nov-31
9448492 LAGUNA NIGUEL CA 92677 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
9448657 GENEVA IL 60134 SFD 6.875 6.500 $2,029.91 360 1-Nov-31
9448661 WAYNE IL 60184 SFD 6.875 6.500 $2,355.09 360 1-Nov-31
9448765 BURLINGAME CA 94010 SFD 7.000 6.500 $4,540.69 360 1-Nov-31
9448773 ANNAPLOIS MD 21401 SFD 6.750 6.483 $2,698.17 360 1-Nov-31
9448915 MERCER ISLAND WA 98040 SFD 6.750 6.483 $2,707.90 360 1-Nov-31
9448948 VIENNA VA 22180 SFD 7.000 6.500 $2,874.11 360 1-Nov-31
9449206 ANDOVER MN 55304 SFD 7.000 6.500 $2,341.40 240 1-Nov-21
9449320 STILLWATER MN 55082 SFD 6.750 6.483 $2,270.09 360 1-Nov-31
9449674 SANTA CRUZ CA 95062 SFD 7.000 6.500 $2,062.44 360 1-Nov-31
9450043 MINNEAPOLIS MN 55405 SFD 6.750 6.483 $2,286.31 360 1-Nov-31
9450325 SUN VALLEY ID 83353 SFD 6.875 6.500 $5,255.43 360 1-Dec-31
9450603 RIDGWAY CO 81432 SFD 6.750 6.483 $2,983.55 360 1-Nov-31
9450624 OJAI CA 93023 SFD 6.750 6.483 $2,565.21 360 1-Nov-31
9450673 SAN DIEGO CA 92127 SFD 6.875 6.500 $3,712.98 360 1-Nov-31
9450768 MERCER ISLAND WA 98040 SFD 6.750 6.483 $4,106.92 360 1-Nov-31
9450864 CHEVY CHASE MD 20815 SFD 6.750 6.483 $5,026.64 360 1-Nov-31
9450868 PORTLAND OR 97229 SFD 6.750 6.483 $2,205.23 360 1-Dec-31
9451149 FAIR HAVEN NJ 07704 SFD 6.875 6.500 $2,299.25 360 1-Nov-31
9451283 MILPITAS CA 95035 SFD 6.750 6.483 $3,580.26 360 1-Nov-31
9451361 SEATTLE WA 98117 SFD 7.000 6.500 $2,095.70 360 1-Nov-31
9451648 CHARLES TOWN WV 25414 SFD 7.000 6.500 $4,323.80 360 1-Nov-31
9452148 AVALON NJ 08202 SFD 6.875 6.500 $2,200.71 360 1-Dec-31
9452251 TRAVERSE CITY MI 49684 SFD 6.750 6.483 $3,850.08 360 1-Nov-31
9452258 GURLEY AL 35748 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
9452343 LINCOLN NE 68516 SFD 6.875 6.500 $2,778.81 360 1-Dec-31
9452510 ANDOVER MA 01810 SFD 6.875 6.500 $2,778.81 360 1-Dec-31
9452725 ASPEN CO 81611 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
9452810 EPHRATA PA 17522 SFD 6.750 6.483 $2,088.49 360 1-Nov-31
9452828 LOS ANGELES CA 90049 SFD 6.875 6.500 $5,715.28 360 1-Dec-31
9453169 COLLEGE STATI TX 77845 SFD 7.000 6.500 $2,412.05 360 1-Dec-31
9453211 ORLAND PARK IL 60467 SFD 6.875 6.500 $2,240.13 360 1-Nov-31
9453697 YORBA LINDA CA 92886 SFD 6.750 6.483 $2,393.33 360 1-Dec-31
9453708 BELVEDERE CA 94920 SFD 6.875 6.500 $3,613.11 360 1-Dec-31
9453783 STUDIO CITY CA 91604 SFD 6.750 6.483 $2,724.11 360 1-Dec-31
9453833 SEATTLE WA 98119 SFD 6.750 6.483 $2,043.08 360 1-Dec-31
9453844 NORTH PRAIRIE WI 53153 SFD 6.875 6.500 $3,232.09 360 1-Nov-31
9454136 BOERNE TX 78006 SFD 6.875 6.500 $3,695.88 360 1-Dec-31
9454222 GIG HARBOR WA 98332 SFD 6.875 6.500 $2,943.04 360 1-Nov-31
9454513 MCLEAN VA 22102 SFD 6.875 6.500 $6,569.29 360 1-Nov-31
9454660 OAKTON VA 22124 SFD 6.750 6.483 $3,717.76 360 1-Nov-31
9454791 CASTLE ROCK CO 80104 SFD 6.750 6.483 $6,076.64 360 1-Dec-31
9455187 WHITTIER CA 90603 SFD 6.875 6.500 $2,463.48 360 1-Dec-31
9455417 CUPERTINO CA 95014 SFD 6.750 6.483 $4,208.68 360 1-Nov-31
9455718 GREENWOOD IN 46143 SFD 6.750 6.483 $2,283.07 360 1-Nov-31
9455918 RIVER VALE NJ 07675 SFD 6.875 6.500 $2,364.94 360 1-Nov-31
9456037 ELBURN IL 60119 SFD 6.750 6.483 $2,633.31 360 1-Nov-31
9456137 POTOMAC MD 20854 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
9456571 REDMOND WA 98052 SFD 6.750 6.483 $2,477.64 360 1-Nov-31
9456605 NAPERVILLE IL 60563 SFD 6.875 6.500 $2,417.50 360 1-Nov-31
9456632 BRYN MAWR PA 19010 SFD 6.875 6.500 $2,476.62 360 1-Nov-31
9456698 VISTA CA 92084 SFD 6.875 6.500 $2,502.90 360 1-Dec-31
9456847 XXXXXX XX 00000 SFD 6.875 6.500 $2,664.50 360 1-Nov-31
9456916 XXXXXX XX 00000 LCO 6.875 6.500 $4,270.04 360 1-Dec-31
9457068 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,891.59 360 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.875 6.500 $2,365.30 252 1-Dec-22
9457158 XXXXX XXX XX 00000 SFD 6.750 6.483 $3,009.50 360 1-Nov-31
9458817 XXXXXXX XX 00000 SFD 6.875 6.500 $2,289.40 360 1-Nov-31
9459520 XXXXXX XX 00000 SFD 6.875 6.500 $2,890.49 360 1-Dec-31
9460111 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,634.28 360 1-Dec-31
9460142 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $4,145.22 360 1-Dec-31
9460215 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,140.37 360 1-Dec-31
9460241 XXXXX XX 00000 SFD 6.750 6.483 $5,027.26 336 1-Nov-29
9460348 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,140.62 360 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 6.875 6.500 $2,280.86 360 0-Xxx-00
0000000 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,406.30 360 1-Dec-31
9461686 XXXXXXX XX 00000 SFD 6.875 6.500 $3,192.67 360 0-Xxx-00
0000000 XXXXX XX 00000 SFD 7.000 6.500 $2,235.42 360 1-Dec-31
9462280 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,749.17 360 1-Nov-31
9462368 ST XXXX XXXXX XX 00000 SFD 6.875 6.500 $3,074.43 360 1-Nov-31
9463106 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $4,864.49 360 1-Dec-31
9463869 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,776.00 360 1-Nov-31
9464386 XXXXX XX 00000 LCO 7.125 6.500 $3,065.42 360 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360 1-Nov-31
9464875 XXXXXXX XX 00000 SFD 7.625 6.500 $2,831.17 360 1-Nov-31
9464878 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,844.17 360 1-Nov-31
9465239 XXXXXXXXX XXX XX 00000 MF2 7.250 6.500 $4,891.20 360 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.750 6.483 $2,237.66 360 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.875 6.500 $2,123.52 360 1-Nov-31
9467228 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $5,124.04 360 1-Nov-31
9467836 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,283.07 360 1-Nov-31
9467900 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,217.13 360 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360 1-Nov-31
9468455 XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,837.87 360 1-Nov-31
9469100 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,205.23 360 1-Nov-31
9469107 XXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,179.29 360 1-Dec-31
9469741 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,458.60 360 1-Nov-31
9470019 XXXXX XX 00000 SFD 6.750 6.483 $2,698.17 360 1-Dec-31
9470535 XXXXXXX XX 00000 PUD 6.750 6.483 $2,310.94 000 0-Xxx-00
0000000 XX XXXXX XX 00000 SFD 7.000 6.500 $2,953.94 360 1-Dec-31
9470811 XXXXXXXXXX XX XX 00000 SFD 6.875 6.500 $2,296.62 360 1-Nov-31
9471031 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,914.86 240 1-Nov-21
9471241 XXXXXXX XX 00000 SFD 6.875 6.500 $3,074.43 360 1-Dec-31
9471614 XXX XXXXX XX 00000 SFD 6.875 6.500 $4,138.65 360 1-Nov-31
9471899 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $5,188.78 360 0-Xxx-00
0000000 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,993.86 360 1-Nov-31
9472764 XX. XXXX XX 00000 SFD 6.750 6.483 $3,813.76 360 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.875 6.500 $5,912.36 360 1-Dec-31
9473420 XX. XXXX XX 00000 SFD 6.875 6.500 $2,266.40 360 1-Dec-31
9473441 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,089.05 360 1-Dec-31
9475085 XXXXXX XX 00000 SFD 7.125 6.500 $2,126.66 360 1-Nov-31
9475730 XXXXXXX XX 00000 SFD 7.250 6.500 $2,629.93 360 1-Nov-31
9477502 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,073.60 360 1-Dec-31
9477545 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,966.83 360 1-Dec-31
9477764 XXXXX XXXX XX 00000 LCO 6.875 6.500 $2,394.51 360 1-Dec-31
9480533 WAYZATA XX 00000 SFD 6.875 6.500 $3,268.22 360 1-Nov-31
9480859 XXX XXXXX XX 00000 SFD 7.000 6.500 $5,222.62 360 1-Dec-31
9481365 XXXXXX XX 00000 SFD 6.750 6.483 $2,584.01 360 1-Dec-31
9481499 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,594.39 360 1-Nov-31
9481713 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,756.54 360 1-Dec-31
9482524 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,346.47 360 1-Dec-31
9482707 XXXXXX XX 00000 SFD 6.750 6.483 $3,327.31 360 1-Nov-31
9484008 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,878.10 360 1-Dec-31
9484278 XXXXXXX XX 00000 SFD 6.875 6.500 $3,435.74 360 1-Dec-31
9485408 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $6,381.58 360 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.750 6.483 $2,565.21 360 1-Nov-31
9486962 XXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,724.11 360 1-Dec-31
9487109 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
9489232 XXX XXXX XX 00000 SFD 7.000 6.500 $3,725.69 360 1-Nov-31
9490044 XXXXX XX 00000 SFD 7.000 6.500 $6,332.81 360 0-Xxx-00
0000000 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,093.81 360 1-Dec-31
9492033 XXXXXX XX 00000 SFD 7.000 6.500 $2,030.84 360 1-Dec-31
9492324 XXXXXXX XXX XX 00000 SFD 7.000 6.500 $2,461.62 360 1-Dec-31
9492914 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,140.37 360 1-Dec-31
9493164 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,537.70 360 1-Nov-31
9496303 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $3,119.76 360 1-Nov-31
9496580 XXXXXXX XX 00000 SFD 6.750 6.483 $2,938.15 360 1-Nov-31
9497060 XXXXX XXXX XX 00000 SFD 6.750 6.483 $3,242.99 360 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.750 6.483 $2,293.44 360 1-Dec-31
9500733 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,048.41 360 1-Dec-31
9501246 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,080.84 360 1-Nov-31
9505821 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,821.40 360 1-Dec-31
9506242 XXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360 1-Nov-31
9506708 XXXXXX XX 00000 SFD 6.875 6.500 $2,483.19 360 1-Nov-31
9507864 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,640.85 360 1-Dec-31
9511302 XXXXXX XX 00000 SFD 6.750 6.483 $3,357.83 300 1-Dec-26
9511340 XXXXXXX XX 00000 SFD 6.875 6.500 $2,450.34 360 1-Nov-31
9512231 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,075.51 360 1-Dec-31
9512654 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Nov-31
9512817 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $3,174.89 360 1-Dec-31
9513492 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,100.94 360 1-Dec-31
9514100 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $1,997.06 360 1-Dec-31
9514159 XXXXXX XX 00000 SFD 6.750 6.483 $3,697.01 360 1-Dec-31
9516125 EAST XXXXXXXX XX 00000 SFD 7.250 6.500 $2,148.86 360 1-Dec-31
9516712 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360 1-Nov-31
9517848 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,750.06 360 1-Dec-31
9520851 XXXXXXXX XX 00000 LCO 7.125 6.500 $3,340.57 360 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.750 6.483 $2,408.63 360 1-Dec-31
9526338 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,364.94 360 1-Nov-31
9527229 XXXXXXX XX 00000 SFD 7.250 6.500 $2,114.75 360 1-Dec-31
9537525 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $3,518.00 360 1-Dec-31
9542419 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,635.90 360 1-Dec-31
9542935 XXXXXXX XX 00000 SFD 6.750 6.483 $4,362.81 360 1-Dec-31
9561966 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,381.65 360 1-Dec-31
9568632 XXXXXX XXXXXX XX 00000 SFD 6.750 6.483 $4,021.31 360 1-Dec-31
9587625 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,195.18 360 1-Dec-31
9867110 XXXXX XXXXX XX 00000 HCO 7.250 6.500 $2,728.71 360 1-Xxx-32
9867127 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,711.14 360 1-Dec-31
9867159 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,554.32 360 1-Dec-31
9867161 STAR ID 83669 SFD 6.875 6.500 $3,284.64 360 1-Xxx-32
9867300 XXXXXXXX XX 00000 SFD 6.750 6.483 $6,453.56 360 1-Xxx-32
9867488 XXXXXXXX XX 00000 SFD 7.375 6.500 $3,052.09 360 1-Dec-31
9867572 XXXXXXX XX 00000 SFD 6.750 6.483 $2,432.25 360 1-Xxx-32
9867590 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,377.43 360 1-Dec-31
9867633 XXXXXXX XX 00000 LCO 7.125 6.500 $3,638.08 360 1-Dec-31
9867654 XXXXXXXX XXXX XX 00000 SFD 7.250 6.500 $2,305.76 360 1-Dec-31
9867936 XXXXXX XX 00000 SFD 6.750 6.483 $6,323.84 360 1-Xxx-32
9868089 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $3,837.11 360 1-Xxx-32
9868150 XXX XXXX XX 00000 SFD 6.875 6.500 $2,135.02 360 1-Xxx-32
9868186 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,912.21 360 1-Dec-31
9868265 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,897.06 360 1-Xxx-32
9868323 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,769.51 360 1-Xxx-32
9868367 XXXXXXX XX 00000 SFD 6.875 6.500 $2,003.64 360 1-Xxx-32
9868402 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,490.62 360 1-Dec-31
9868413 XXXXXX XX 00000 HCO 6.875 6.500 $3,941.58 360 1-Xxx-32
9868455 XXXXXX XX 00000 PUD 7.125 6.500 $2,213.17 360 1-Dec-31
9868467 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,205.24 360 1-Xxx-32
9868482 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,711.15 360 1-Xxx-32
9868488 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,699.83 360 1-Xxx-32
9868578 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,940.64 360 1-Dec-31
9868621 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,238.75 360 1-Dec-31
9869102 CORONA XXX XX XX 00000 SFD 6.750 6.483 $3,243.00 360 1-Xxx-32
9869205 XXXXX XX 00000 SFD 6.750 6.483 $2,023.63 360 1-Dec-31
9869442 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360 1-Xxx-32
9869482 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,205.24 360 1-Dec-31
9869514 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $5,613.49 360 1-Dec-31
9869591 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,334.96 360 1-Xxx-32
9869728 POST XXXXX XX 00000 SFD 6.875 6.500 $1,870.60 360 1-Dec-31
9869800 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,956.09 240 1-Xxx-22
9869826 XXX XXXXXXXXX XX 00000 HCO 6.750 6.483 $2,561.97 360 1-Xxx-32
9869909 MENLO XXXX XX 00000 SFD 7.125 6.500 $4,352.23 360 1-Xxx-32
9869944 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $3,567.29 360 1-Xxx-32
9870126 XXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,821.41 360 1-Xxx-32
9870212 XXXXX XXX XX 00000 SFD 6.875 6.500 $2,043.05 360 1-Xxx-32
9870340 XXXXXXX XX 00000 SFD 6.875 6.500 $2,213.86 360 1-Xxx-32
9870410 XXXXXXX XX 00000 SFD 6.750 6.483 $2,117.02 360 1-Dec-31
9870430 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,060.27 360 1-Dec-31
9870655 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,035.44 360 1-Xxx-32
9870992 UNIVERSITY XX XX 00000 SFD 6.750 6.483 $3,787.81 360 1-Dec-31
9871243 XXX XXXXX XX 00000 SFD 7.500 6.500 $2,461.24 360 1-Dec-31
9871526 XXXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,788.98 360 1-Xxx-32
9871618 XXXXXXX XX 00000 SFD 6.875 6.500 $2,102.18 360 1-Xxx-32
9871815 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,730.60 360 1-Dec-31
9871921 XXXXXXX XX 00000 SFD 6.875 6.500 $2,089.04 360 1-Xxx-32
9872218 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360 1-Xxx-32
9872347 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,743.57 360 1-Dec-31
9872919 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,831.37 360 1-Xxx-32
9873704 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,169.57 360 1-Xxx-32
9874055 XXXXXX XX 00000 SFD 6.875 6.500 $2,824.80 360 1-Xxx-32
9874066 XXXXXXXX XX 00000 SFD 6.875 6.500 $1,997.88 360 1-Xxx-32
9874410 XXXXXXXX XX 00000 SFD 6.750 6.483 $1,993.47 360 1-Dec-31
9874420 XXXXX XXX XX 00000 SFD 7.000 6.500 $2,409.07 360 1-Xxx-32
9874494 XXXXXXXXX XXX XX 00000 SFD 6.875 6.500 $2,134.36 360 1-Dec-31
9874513 XXXXXXX XX 00000 SFD 6.875 6.500 $2,171.48 360 1-Dec-31
9874610 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,035.44 360 1-Dec-31
9874893 XXXXX XX 00000 PUD 6.750 6.483 $3,128.19 360 1-Nov-31
9874936 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,632.15 360 1-Dec-31
9874995 XXXXXX XX 00000 SFD 6.875 6.500 $2,575.17 360 1-Xxx-32
9876026 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,541.65 360 1-Nov-31
9876219 XXXXXX XX 00000 SFD 6.750 6.483 $2,484.14 360 1-Dec-31
9876671 XXXXX XX 00000 SFD 6.750 6.483 $4,122.49 360 1-Dec-31
9877059 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,302.53 360 1-Xxx-32
9877196 XXXX XX 00000 SFD 6.750 6.483 $3,567.29 360 1-Xxx-32
9877539 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,285.30 360 1-Dec-31
9877564 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,461.11 360 1-Dec-31
9877704 XXXXXXXX XX 00000 LCO 7.375 6.500 $3,569.07 360 1-Dec-31
9877724 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,279.55 360 1-Dec-31
9877769 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,774.85 360 1-Dec-31
9877773 XXXXXXXX XX 00000 SFD 7.375 6.500 $3,563.89 360 1-Xxx-32
9877822 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,484.14 360 1-Xxx-32
9878050 XX XXXXX XX 00000 SFD 7.375 6.500 $2,486.44 360 1-Xxx-32
9879097 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,479.29 360 1-Xxx-32
9879261 XXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,188.85 360 1-Xxx-32
9879986 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,643.69 360 1-Xxx-32
9880166 CORONA XXX XX XX 00000 SFD 6.750 6.483 $3,820.25 360 1-Xxx-32
9880477 XXXXX XX 00000 SFD 6.875 6.500 $2,102.18 360 1-Xxx-32
9880683 XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,408.09 360 1-Xxx-32
9880710 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,327.17 360 1-Nov-31
9880855 XXX XXXX XX 00000 SFD 7.125 6.500 $2,923.94 360 1-Xxx-32
9881092 XXXXXX XX 00000 SFD 7.250 6.500 $2,630.47 360 1-Dec-31
9881147 XXXXXXXX XX 00000 LCO 7.250 6.500 $ 852.73 360 1-Xxx-32
9881530 XXXXXXXXXX TO MI 48302 SFD 7.125 6.500 $3,851.65 360 1-Dec-31
9881837 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,378.09 360 1-Dec-31
9882197 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,411.06 360 1-Xxx-32
9882980 XXXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,680.27 360 1-Dec-31
9882991 XXXXXX XXXX XX 00000 SFD 7.125 6.500 $2,102.01 360 1-Xxx-32
9883189 SOLANA XXXXX XX 00000 SFD 7.000 6.500 $3,153.54 360 1-Xxx-32
9883213 XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,233.56 360 1-Xxx-32
9883899 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,464.68 360 1-Xxx-32
9884112 XXXXX XXXXXXX XX 00000 PUD 6.750 6.483 $3,891.59 360 1-Dec-31
9884120 XXX XXXX XX 00000 SFD 6.875 6.500 $3,613.11 360 1-Dec-31
9884630 XXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $2,933.36 360 1-Xxx-32
9884639 XXXX XXXXX XX 00000 SFD 7.125 6.500 $2,141.75 360 1-Dec-31
9885177 XXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $4,324.47 360 1-Xxx-32
9885678 XXXXX XX 00000 SFD 7.625 6.500 $ 601.62 360 1-Dec-31
9886264 XXXXXXXXX XX 00000 LCO 6.875 6.500 $2,128.45 360 1-Xxx-32
9886555 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,884.84 360 1-Xxx-32
9886589 XXXXXXX XX 00000 SFD 6.875 6.500 $2,230.61 360 1-Xxx-32
9886678 XXXXXXXXXX XX XX 00000 SFD 7.125 6.500 $6,609.52 360 1-Nov-31
9886687 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360 1-Nov-31
9887178 XX XXXX XX 00000 SFD 7.000 6.500 $4,324.47 360 1-Xxx-32
9887281 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,857.91 360 1-Dec-31
9887487 XXX XXXX XXX XX 00000 SFD 7.375 6.500 $2,244.69 360 1-Dec-31
9888030 RED XXXX XXXX XX 00000 SFD 6.875 6.500 $,318.96 360 0-Xxx-00
0000000 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,417.50 360 1-Xxx-32
9888412 XXXX XXXXXX XX 00000 SFD 7.125 6.500 $2,979.52 360 1-Dec-31
9888871 XXXXXXXXX XXX XX 00000 MF2 6.875 6.500 $3,793.77 360 1-Xxx-32
9890689 XXXXXX XX 00000 SFD 7.000 6.500 $5,006.40 360 1-Dec-31
9891040 XXX XXXX XX 00000 SFD 6.875 6.500 $3,810.19 360 1-Xxx-32
9891105 XXXX XX 00000 SFD 6.875 6.500 $1,890.97 360 1-Nov-31
9891657 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,135.02 360 1-Dec-31
9892569 XXXXXX XX 00000 SFD 7.250 6.500 $4,365.93 360 1-Oct-31
9892574 XXXXXXX XX 00000 SFD 7.000 6.500 $3,805.53 360 1-Nov-31
9892622 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,205.24 360 1-Xxx-32
9892892 XXX XXXXX XX 00000 SFD 6.875 6.500 $3,284.65 360 1-Xxx-32
9893041 XXXXXXXXX XX 00000 SFD 7.750 6.500 $2,758.19 360 1-Xxx-32
9893555 XXXXXXX XX 00000 SFD 6.750 6.483 $3,235.41 360 1-Xxx-32
9894053 XXXXX XXXXX XX 00000 PUD 7.000 6.500 $3,831.08 360 1-Dec-31
9894194 TIERRA XXXXX XX 00000 SFD 7.500 6.500 $3,635.92 360 1-Dec-31
9894449 XXX XXXX XX 00000 SFD 6.875 6.500 $2,581.08 360 1-Xxx-32
9894450 XXXXXXX XX 00000 SFD 7.000 6.500 $2,514.85 360 1-Xxx-32
9894709 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,073.71 360 1-Dec-31
9895453 UNIVERSITY XX XX 00000 SFD 6.750 6.483 $4,426.68 360 1-Dec-31
9895510 XXX XXXX XX 00000 SFD 6.875 6.500 $2,427.36 360 1-Xxx-32
9895749 BOWIE MD 20715 SFD 6.875 6.500 $2,090.02 360 1-Xxx-32
9895792 XXXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,354.41 360 1-Dec-31
9895923 XXXXXXX XXXX XX 00000 SFD 7.000 6.500 $3,619.25 360 1-Dec-31
9896134 XXXXXXXXX XXX XX 00000 SFD 6.875 6.500 $2,548.88 360 1-Dec-31
9897286 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,420.20 360 1-Dec-31
9898180 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,653.99 360 1-Dec-31
9898434 XXXXXXX XX 00000 SFD 7.125 6.500 $2,389.68 360 1-Nov-31
9898708 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,597.25 240 1-Xxx-22
9898876 XXXX XXXXX XX 00000 SFD 6.750 6.483 $3,567.29 360 1-Dec-31
9901186 XXXXXX XX 00000 SFD 7.625 6.500 $2,795.08 360 1-Nov-31
9901207 XXX XXXXXX XX 00000 SFD 7.125 6.500 $3,065.42 360 1-Dec-31
9901233 XXXX XXXXX XX 00000 SFD 6.750 6.483 $3,327.31 360 1-Dec-31
9901273 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360 1-Nov-31
9901293 XXXXXXX XX 00000 SFD 7.125 6.500 $2,085.83 360 1-Nov-31
9901351 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,143.76 360 1-Dec-31
9901481 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,594.39 360 1-Nov-31
9901506 XXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,417.50 360 0-Xxx-00
0000000 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,172.79 360 1-Dec-31
9901591 BOWIE MD 20720 SFD 7.000 6.500 $2,155.58 360 1-Dec-31
9901629 XXXXXX XX 00000 SFD 6.875 6.500 $3,626.25 360 1-Dec-31
9901652 XXXXXXX XX 00000 SFD 7.125 6.500 $3,099.11 360 1-Nov-31
9901678 XXXXXXX XX 00000 SFD 6.875 6.500 $2,299.25 360 1-Nov-31
9901708 XXXX XXXXX XX 00000 SFD 6.750 6.483 $3,962.93 360 1-Dec-31
9901767 XXX XXXXXXXX XX 00000 PUD 7.000 6.500 $2,335.21 360 0-Xxx-00
0000000 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,896.99 360 1-Dec-31
9901813 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,868.78 360 1-Dec-31
9901851 XXX XXXX XX 00000 SFD 6.750 6.483 $2,817.51 360 1-Dec-31
9901871 XXXXXXX XX 00000 SFD 6.875 6.500 $3,974.42 360 1-Dec-31
9901892 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,375.13 360 1-Nov-31
9901910 XXXXXX XX 00000 SFD 6.750 6.483 $2,696.55 360 1-Nov-31
9901936 XXXXXXX XXXX XX 00000 PUD 6.875 6.500 $2,039.11 360 1-Dec-31
9901970 XXX XXXXXXXX XX 00000 SFD 6.875 6.500 $3,936.32 360 1-Dec-31
9902240 XXXXXXX XX 00000 HCO 6.875 6.500 $2,181.00 360 1-Nov-31
9902248 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,038.58 360 0-Xxx-00
0000000 XXXXXX XX 00000 PUD 6.875 6.500 $4,268.72 360 1-Nov-31
9902256 XXXXXXX XX 00000 SFD 6.875 6.500 $2,154.73 360 1-Dec-31
9902260 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,474.93 360 0-Xxx-00
0000000 XXXXXXX XX 00000 LCO 6.875 6.500 $2,141.59 360 1-Nov-31
9902266 XXXXXXX XX 00000 SFD 6.875 6.500 $2,594.87 360 1-Dec-31
9902276 XX. XXXXXXX XX 00000 SFD 6.875 6.500 $2,364.94 360 1-Nov-31
9902279 XXX XXXXXXXX XX 00000 SFD 6.875 6.500 $3,310.92 360 1-Dec-31
9902415 XXXXXX XX 00000 SFD 6.875 6.500 $2,754.83 360 1-Dec-31
9902487 XXXX XXXXXXXX XX 00000 SFD 7.500 6.500 $3,146.47 360 1-Dec-31
9902539 XXXXXXX XX 00000 SFD 7.250 6.500 $2,947.00 360 1-Nov-31
9902598 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,547.42 360 1-Dec-31
9902693 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,989.03 360 1-Nov-31
9902737 XXXXXXX XX 00000 SFD 6.875 6.500 $2,417.50 360 1-Dec-31
9902779 XXXXXX XX 00000 SFD 7.250 6.500 $2,796.92 360 1-Dec-31
9902866 XXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,228.76 360 1-Dec-31
9902954 XXXXX XXXX XX 00000 LCO 7.625 6.500 $2,446.14 360 1-Nov-31
9902992 XXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360 1-Nov-31
9903048 XXXXX XX 00000 SFD 6.750 6.483 $2,205.23 360 1-Dec-31
9903084 XXXXXX XXXXXX XX 00000 SFD 7.125 6.500 $2,334.43 360 1-Nov-31
9903085 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,762.71 360 1-Xxx-32
9903120 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,512.75 360 1-Dec-31
9903181 XXX XXXX XX 00000 HCO 6.875 6.500 $2,466.77 360 1-Dec-31
9903408 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $1,968.43 360 1-Xxx-32
9903802 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,584.70 360 1-Dec-31
9903893 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,207.28 360 1-Nov-31
9903912 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,286.11 360 1-Nov-31
9903917 XXX XXXXXXXX XX 00000 LCO 6.875 6.500 $2,788.66 360 0-Xxx-00
0000000 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,381.76 360 0-Xxx-00
0000000 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,678.80 360 1-Nov-31
9903952 XXXX XXXXXXX XX 00000 SFD 7.375 6.500 $3,211.64 360 1-Nov-31
9903998 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,326.51 360 1-Nov-31
9904090 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,412.78 360 1-Dec-31
9904427 XXX XXXX XX 00000 SFD 7.000 6.500 $2,335.22 360 1-Dec-31
9904915 XXXXXXX XX 00000 SFD 8.125 6.500 $4,825.87 360 0-Xxx-00
0000000 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,215.61 360 1-Xxx-32
9905483 XXXXX XX 00000 SFD 6.875 6.500 $2,759.10 360 1-Nov-31
9906177 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360 1-Dec-31
9906206 XXXXXX XX 00000 SFD 6.875 6.500 $3,678.80 360 1-Dec-31
9906636 XXXXXX XX 00000 PUD 6.875 6.500 $2,304.51 360 1-Dec-31
9906644 XXXXXXXXX XX 00000 PUD 7.125 6.500 $2,159.60 360 1-Dec-31
9906662 OJAI CA 93023 SFD 7.000 6.500 $3,326.51 360 1-Dec-31
9906694 XXXXXX XX 00000 SFD 6.750 6.483 $2,205.23 360 1-Dec-31
9906704 XXXXXXX XX 00000 SFD 6.750 6.483 $2,153.35 360 1-Dec-31
9906718 XXXXX XXX XX 00000 SFD 7.000 6.500 $2,794.27 360 1-Dec-31
9906758 XXXXXXX XX 00000 MF2 6.875 6.500 $3,284.64 360 1-Dec-31
9907451 XXXXXXXXX XXX XX 00000 SFD 7.000 6.500 $2,963.59 360 1-Xxx-32
9908002 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,026.87 360 1-Dec-31
9908012 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $1,916.07 360 1-Dec-31
9908097 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,386.97 360 1-Dec-31
9908132 XXXXXXX XX 00000 SFD 6.875 6.500 $3,140.12 360 1-Dec-31
9908205 XXXXXXX XX 00000 LCO 7.000 6.500 $2,469.94 360 1-Dec-31
9908237 XXX XXXX XX 00000 SFD 6.875 6.500 $2,548.88 360 1-Dec-31
9908303 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,128.97 360 1-Nov-31
9908337 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,338.20 360 1-Dec-31
9908387 XXXXX XX 00000 SFD 6.750 6.483 $2,991.66 360 1-Dec-31
9908393 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $6,485.98 360 1-Dec-31
9908419 XXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,489.94 360 1-Nov-31
9908422 XXXXXX XX 00000 LCO 6.875 6.500 $2,389.58 360 1-Dec-31
9908450 ROLLING HILLS ES ARE 90274 SFD 7.000 6.500 $2,308.60 360 0-Xxx-00
0000000 XXXXXXX XX 00000 SFD 6.750 6.483 $2,153.35 360 1-Dec-31
9908514 XXXXXX XX 00000 SFD 6.750 6.483 $2,432.25 360 1-Dec-31
9908533 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,898.07 360 1-Dec-31
9908571 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,426.54 360 1-Dec-31
9908584 XXXXXXX XX 00000 SFD 6.750 6.483 $2,220.80 360 1-Dec-31
9908604 XXXXXXX XX 00000 SFD 6.875 6.500 $2,945.67 360 1-Dec-31
9908623 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,788.97 360 1-Nov-31
9908644 XXX XXXXX XX 00000 SFD 7.000 6.500 $4,166.46 360 1-Dec-31
9908667 XXXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,995.36 360 1-Nov-31
9908713 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $4,464.49 360 1-Dec-31
9909262 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,674.52 360 1-Dec-31
9909263 XXXXXXX XX 00000 SFD 6.750 6.483 $2,594.39 360 1-Dec-31
9909279 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,194.14 360 1-Dec-31
9909306 XXXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-Dec-31
9909333 XXX XXXXXX XX 00000 SFD 6.875 6.500 $2,837.93 360 1-Dec-31
9909344 XXXXXXX XX 00000 SFD 6.750 6.483 $2,711.14 360 1-Dec-31
9909351 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,399.81 360 1-Dec-31
9909367 CORTLAND XXXX XX 00000 SFD 7.000 6.500 $2,305.27 360 1-Dec-31
9909376 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,074.43 360 1-Dec-31
9909384 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,640.85 360 1-Dec-31
9909386 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,936.02 360 1-Dec-31
9909397 XXXXXX XX 00000 SFD 7.125 6.500 $3,041.84 360 1-Dec-31
9909399 XXXXXX XXXX XX 00000 SFD 7.125 6.500 $2,344.54 360 1-Dec-31
9909414 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,399.81 360 1-Dec-31
9909439 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,317.49 360 1-Dec-31
9909473 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,632.82 360 1-Dec-31
9910014 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,553.06 360 1-Nov-31
9910164 XXXXXX XXXXX XX 00000 LCO 6.750 6.483 $2,464.67 360 1-Dec-31
9910449 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,023.34 360 1-Dec-31
9911121 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,923.88 360 1-Dec-31
9912102 XXXXXX XX 00000 LCO 6.750 6.483 $2,464.67 360 1-Xxx-32
9912210 XXX XXXX XX 00000 SFD 7.000 6.500 $2,235.42 360 1-Xxx-32
9916916 XXX XXXXXX XX 00000 PUD 6.750 6.483 $2,724.11 360 1-Dec-31
9916924 XXXX XXXXXX XX 00000 SFD 6.750 6.483 $3,859.16 360 1-Xxx-32
9916935 XXXXXXXXX XX 00000 PUD 6.750 6.483 $2,133.89 360 1-Dec-31
9916975 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,114.43 360 1-Dec-31
9916991 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,205.23 360 1-Dec-31
9917078 XXXXXXXX XX 00000 LCO 7.000 6.500 $2,295.29 360 1-Dec-31
9917099 XXXXXXX XX 00000 SFD 7.000 6.500 $3,991.82 360 1-Dec-31
9917119 XXXXXX XX 00000 SFD 6.750 6.483 $2,289.55 360 1-Dec-31
9917135 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,229.88 360 1-Dec-31
9917778 XXXX XXXXX XX 00000 SFD 6.875 6.500 $2,529.18 360 1-Dec-31
9918255 XX XXXXXXX XX 00000 SFD 6.875 6.500 $3,758.29 360 1-Dec-31
9918437 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,937.98 360 1-Dec-31
9918480 XXXX XXXXX XX 00000 MF2 6.750 6.483 $2,536.02 360 1-Dec-31
9918501 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,205.23 360 1-Dec-31
9918549 XXXXXXX XXXXX XX 00000 LCO 7.000 6.500 $2,102.36 360 1-Dec-31
9920142 XXXXX XXXXX XX 00000 PUD 6.875 6.500 $2,726.26 360 1-Dec-31
9922596 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,082.47 360 1-Dec-31
9923939 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,295.96 360 1-Xxx-32
COUNT: 2037
WAC: 6.930134745
WAM: 357.4256798
WALTV: 64.95512091
WFMBS 2002-04 EXHIBIT F-1B GROUP II LOANS (continued)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(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
----------------------------------------------------------------------------------------------------------
0077435 $474,651.74 59.48 0.250 0.017 0.358
0101454 $451,173.23 80.00 0.250 0.017 0.233
3854535 $310,740.57 76.10 0.250 0.017 0.483
4242853 $310,553.28 95.00 01 0.250 0.017 0.983
4246174 $324,140.92 64.36 0.250 0.017 1.358
4247538 $648,877.57 54.17 0.250 0.017 0.000
4247815 $375,670.78 70.99 0.250 0.017 0.108
4254350 $428,055.12 66.15 0.250 0.017 0.733
4255868 $307,535.83 79.90 0.250 0.017 0.858
4256494 $478,143.00 80.00 0.250 0.017 0.233
4262220 $470,438.52 85.00 11 0.250 0.017 1.108
4269235 $307,598.29 38.56 0.250 0.017 0.858
4274134 $393,677.03 71.12 0.250 0.017 0.233
4274153 $450,000.00 75.00 0.250 0.017 0.858
4276006 $499,609.94 47.62 0.250 0.017 0.483
4281932 $500,000.00 64.58 0.250 0.017 0.233
4282747 $333,159.45 72.55 0.250 0.017 0.000
4284679 $277,964.33 80.00 FX30YR 0.250 0.017 0.483
4289535 $409,010.53 73.21 0.250 0.017 0.358
4292092 $439,630.34 80.00 0.250 0.017 0.108
4292184 $453,589.58 64.49 0.250 0.017 0.000
4292457 $367,675.32 51.47 0.250 0.017 0.000
4294651 $396,916.43 74.32 0.250 0.017 0.000
4294984 $608,000.00 80.00 0.250 0.017 0.000
4296542 $449,631.13 63.38 0.250 0.017 0.233
4297284 $646,942.51 70.00 0.250 0.017 0.000
4297955 $314,000.00 80.00 0.250 0.017 0.000
4312503 $432,000.00 28.33 0.250 0.017 0.233
4314864 $345,000.00 75.00 0.250 0.017 0.233
4317599 $304,878.47 90.00 24 0.250 0.017 0.858
4318415 $321,500.00 79.38 0.250 0.017 0.108
4320621 $312,096.34 78.09 0.250 0.017 0.483
4320721 $509,201.87 57.95 0.250 0.017 0.483
4321827 $333,712.43 51.38 0.250 0.017 0.000
4321916 $625,000.00 56.82 0.250 0.017 0.233
4322875 $308,000.00 80.00 0.250 0.017 0.233
4323480 $576,000.00 67.76 0.250 0.017 0.108
4327098 $609,487.52 55.45 0.250 0.017 0.108
4330425 $309,758.17 44.93 0.250 0.017 0.483
4330784 $98,060.31 89.29 11 0.250 0.017 0.483
4334479 $494,573.81 57.23 0.250 0.017 0.000
4335375 $415,000.00 77.57 0.250 0.017 0.000
4338209 $451,620.26 65.99 0.250 0.017 0.108
4339546 $329,736.11 75.00 0.250 0.017 0.358
4340700 $329,443.92 73.33 0.250 0.017 0.108
4341625 $396,000.00 60.00 0.250 0.017 0.108
4342026 $566,928.91 80.00 0.250 0.017 0.233
4342662 $346,000.00 62.91 0.250 0.017 0.108
4342893 $514,500.00 56.54 0.250 0.017 0.358
4344919 $395,020.50 80.00 0.250 0.017 0.233
4348121 $384,668.52 44.77 0.250 0.017 0.000
4348487 $447,623.62 45.95 0.250 0.017 0.108
4350713 $379,390.44 79.17 0.250 0.017 0.358
4352261 $649,453.92 59.09 0.250 0.017 0.108
4354350 $339,122.06 85.00 12 0.250 0.017 0.483
4354554 $381,930.48 90.00 01 0.250 0.017 0.733
4355387 $391,800.00 85.36 13 0.250 0.017 0.108
4356372 $475,308.77 74.38 0.250 0.017 0.858
4356901 $345,800.00 67.54 0.250 0.017 0.358
4356982 $629,470.73 54.78 0.250 0.017 0.108
4357279 $336,168.51 79.99 0.250 0.017 0.000
4357420 $365,684.88 66.55 0.250 0.017 0.000
4357789 $366,684.02 31.91 0.250 0.017 0.000
4357826 $349,000.00 63.11 0.250 0.017 0.108
4359437 $375,000.00 62.50 0.250 0.017 0.108
4359494 $399,374.02 58.82 0.250 0.017 0.483
4359699 $306,000.00 67.11 0.250 0.017 0.000
4360221 $319,756.50 50.00 0.250 0.017 0.608
4361272 $332,500.00 70.00 0.250 0.017 0.108
4361608 $750,000.00 41.67 0.250 0.017 0.000
4361724 $323,000.00 64.60 0.250 0.017 0.000
4362017 $416,000.00 63.03 0.250 0.017 0.108
4362121 $304,000.00 68.31 0.250 0.017 0.108
4362425 $999,219.91 66.67 0.250 0.017 0.483
4362452 $308,983.74 79.99 0.250 0.017 0.000
4362504 $442,387.08 73.79 0.250 0.017 0.233
4363066 $600,000.00 37.50 0.250 0.017 0.108
4363413 $355,433.00 77.27 0.250 0.017 0.000
4363966 $319,460.78 70.33 0.250 0.017 0.108
4364021 $353,501.64 80.00 0.250 0.017 0.108
4364192 $998,314.94 39.28 0.250 0.017 0.108
4364247 $292,004.48 94.99 06 0.250 0.017 0.108
4364552 $360,000.00 69.90 0.250 0.017 0.108
4365523 $406,666.39 68.98 0.250 0.017 0.233
4365663 $385,450.00 66.43 0.250 0.017 0.108
4366224 $334,745.08 62.04 0.250 0.017 0.608
4366295 $397,957.07 36.21 0.250 0.017 0.000
4366398 $500,000.00 67.30 FX30YR 0.250 0.017 0.000
4366446 $593,536.62 69.88 0.250 0.017 0.483
4367035 $354,430.52 68.01 0.250 0.017 0.358
4367148 $399,655.61 40.00 0.250 0.017 0.000
4367188 $369,500.00 72.45 0.250 0.017 0.108
4367295 $337,366.41 79.71 0.250 0.017 0.000
4367982 $365,999.75 90.00 01 0.250 0.017 0.233
4368020 $824,323.75 75.00 0.250 0.017 0.233
4368608 $322,500.00 75.00 0.250 0.017 0.108
4370776 $319,737.70 80.00 0.250 0.017 0.233
4370935 $414,659.82 62.88 0.250 0.017 0.233
4371455 $620,000.00 47.69 0.250 0.017 0.233
4371606 $427,640.42 59.44 0.250 0.017 0.108
4371934 $359,422.51 80.00 0.250 0.017 0.358
4372158 $460,852.84 80.00 0.250 0.017 0.000
4372249 $529,565.57 75.71 0.250 0.017 0.233
4372369 $328,766.70 80.00 0.250 0.017 0.000
4372385 $649,453.92 67.71 0.250 0.017 0.108
4372466 $450,800.00 65.33 GD 1YR 0.250 0.017 0.000
4373160 $475,000.00 74.80 0.250 0.017 0.000
4373436 $499,579.94 56.50 0.250 0.017 0.108
4373770 $477,588.45 75.87 0.250 0.017 0.000
4374006 $534,561.46 66.88 0.250 0.017 0.233
4374303 $452,619.42 48.45 0.250 0.017 0.108
4374317 $450,000.00 73.77 0.250 0.017 0.000
4374375 $644,458.11 43.73 0.250 0.017 0.108
4374558 $375,084.61 72.19 0.250 0.017 0.108
4374637 $455,616.90 80.00 0.250 0.017 0.108
4375355 $404,000.00 80.00 0.250 0.017 0.000
4375451 $580,000.00 82.27 24 0.250 0.017 0.108
4375492 $419,309.44 68.85 0.250 0.017 0.233
4375555 $399,663.95 60.61 0.250 0.017 0.108
4375647 $600,000.00 52.17 0.250 0.017 0.108
4375679 $322,721.90 70.22 0.250 0.017 0.000
4375936 $316,000.00 44.20 0.250 0.017 0.000
4376065 $379,672.82 48.72 0.250 0.017 0.000
4376193 $434,634.54 56.49 0.250 0.017 0.108
4376781 $402,693.34 78.40 0.250 0.017 0.608
4377005 $528,087.73 70.00 0.250 0.017 0.483
4377250 $648,931.28 61.90 0.250 0.017 0.233
4377364 $319,499.22 80.00 0.250 0.017 0.483
4377400 $396,666.47 61.08 0.250 0.017 0.108
4377769 $318,500.00 82.73 06 0.250 0.017 0.733
4377813 $460,000.00 57.50 0.250 0.017 0.000
4377829 $342,948.97 67.35 0.250 0.017 0.358
4377834 $429,161.94 67.72 0.250 0.017 0.108
4377871 $644,884.49 85.00 06 0.250 0.017 0.000
4378061 $305,900.00 60.57 0.250 0.017 0.000
4378460 $447,623.63 80.00 0.250 0.017 0.108
4378677 $364,369.72 54.89 0.250 0.017 0.000
4378678 $491,976.05 61.55 0.250 0.017 0.000
4378714 $409,655.55 59.85 0.250 0.017 0.108
4379172 $391,339.46 80.00 0.250 0.017 0.108
4379199 $420,000.00 42.00 0.250 0.017 0.000
4379505 $558,750.00 75.00 0.250 0.017 0.608
4379689 $359,334.00 80.00 0.250 0.017 0.358
4379707 $551,092.42 80.00 0.250 0.017 0.233
4379859 $361,846.79 80.00 0.250 0.017 0.608
4380095 $390,000.00 40.63 0.250 0.017 0.358
4380249 $450,000.00 72.58 0.250 0.017 0.233
4380300 $327,000.00 24.22 0.250 0.017 0.108
4380373 $496,582.46 66.27 0.250 0.017 0.108
4380494 $489,977.77 58.38 0.250 0.017 0.000
4380546 $449,621.95 55.42 0.250 0.017 0.108
4380704 $360,000.00 67.35 0.250 0.017 0.000
4380836 $359,690.04 68.57 0.250 0.017 0.000
4381018 $485,591.71 64.37 0.250 0.017 0.108
4381026 $516,365.82 54.12 0.250 0.017 0.108
4381685 $402,677.72 51.01 0.250 0.017 0.358
4381693 $364,000.00 62.76 0.250 0.017 0.000
4381831 $345,496.00 72.74 0.250 0.017 0.108
4382475 $570,508.38 69.98 0.250 0.017 0.000
4382521 $649,453.92 68.78 0.250 0.017 0.108
4382720 $494,573.82 67.35 0.250 0.017 0.000
4383722 $385,000.00 62.10 0.250 0.017 0.108
4384337 $569,196.25 61.62 0.250 0.017 0.000
4384396 $524,547.99 70.00 0.250 0.017 0.000
4384486 $993,680.81 53.79 0.250 0.017 0.608
4384501 $336,000.00 80.00 0.250 0.017 0.108
4384722 $381,745.05 80.00 0.250 0.017 0.000
4384785 $355,700.91 41.40 0.250 0.017 0.108
4384858 $372,700.00 74.54 0.250 0.017 0.233
4385044 $329,722.76 50.77 0.250 0.017 0.108
4385106 $476,000.00 80.00 0.250 0.017 0.108
4385186 $327,717.59 80.00 0.250 0.017 0.000
4385278 $340,000.00 56.67 0.250 0.017 0.108
4385340 $635,000.00 45.36 0.250 0.017 0.000
4385370 $449,295.80 64.29 0.250 0.017 0.483
4385437 $380,000.00 73.79 0.250 0.017 0.233
4385632 $384,946.22 60.47 0.250 0.017 0.108
4385654 $301,219.14 68.64 0.250 0.017 0.358
4385669 $455,000.00 67.91 GD 3YR 0.250 0.017 0.000
4386155 $364,000.00 69.00 0.250 0.017 0.108
4386321 $406,000.00 69.40 0.250 0.017 0.108
4386460 $311,731.37 67.83 0.250 0.017 0.000
4386493 $541,733.18 60.11 0.250 0.017 0.000
4386891 $423,285.53 77.93 0.250 0.017 0.108
4386916 $989,168.28 40.00 0.250 0.017 0.108
4386932 $499,569.50 72.46 0.250 0.017 0.000
4387016 $599,508.18 80.00 0.250 0.017 0.233
4387043 $369,200.00 79.40 0.250 0.017 0.108
4387111 $320,919.00 71.32 0.250 0.017 0.000
4387427 $492,575.54 68.00 0.250 0.017 0.000
4387477 $345,000.00 75.00 0.250 0.017 0.000
4387571 $618,665.00 67.39 0.250 0.017 0.000
4387590 $403,824.80 65.53 0.250 0.017 0.000
4387637 $474,610.64 67.86 0.250 0.017 0.233
4387855 $477,992.28 64.27 0.250 0.017 0.108
4388211 $439,847.97 64.81 0.250 0.017 0.000
4388382 $464,637.26 75.00 0.250 0.017 0.483
4388567 $904,220.81 56.56 0.250 0.017 0.000
4388827 $493,085.41 83.64 11 0.250 0.017 0.108
4389012 $361,000.00 74.43 0.250 0.017 0.108
4389210 $514,000.00 79.08 0.250 0.017 0.108
4389569 $344,000.00 69.92 0.250 0.017 0.108
4390023 $340,720.48 60.89 0.250 0.017 0.233
4390221 $370,937.16 75.00 0.250 0.017 0.108
4390919 $513,568.17 63.46 0.250 0.017 0.108
4390949 $650,000.00 74.29 0.250 0.017 0.000
4390991 $397,000.00 78.93 0.250 0.017 0.233
4391302 $463,628.95 80.00 0.250 0.017 0.358
4391457 $338,500.00 76.93 0.250 0.017 0.233
4391475 $759,377.03 74.51 0.250 0.017 0.233
4391980 $363,371.44 80.00 0.250 0.017 0.000
4392041 $340,000.00 64.76 0.250 0.017 0.233
4392396 $449,612.56 56.25 0.250 0.017 0.000
4392740 $475,000.00 68.84 0.250 0.017 0.108
4393301 $338,000.00 74.78 0.250 0.017 0.233
4393561 $387,000.00 41.61 0.250 0.017 0.108
4394997 $710,387.84 51.15 0.250 0.017 0.000
4395104 $400,000.00 74.07 0.250 0.017 0.000
4395355 $900,000.00 54.71 0.250 0.017 0.000
4395974 $427,500.00 75.00 0.250 0.017 0.108
4396137 $483,242.60 80.00 0.250 0.017 0.483
4396360 $500,000.00 60.61 0.250 0.017 0.000
4396379 $900,000.00 52.94 0.250 0.017 0.233
4396443 $389,157.19 76.30 0.250 0.017 0.233
4396534 $399,672.12 68.38 0.250 0.017 0.233
4396614 $499,569.50 16.67 0.250 0.017 0.000
4396927 $391,694.20 80.00 0.250 0.017 0.483
4397484 $387,000.00 53.01 0.250 0.017 0.233
4397685 $404,651.30 50.63 0.250 0.017 0.000
4397771 $609,474.80 61.00 0.250 0.017 0.000
4398078 $409,646.99 54.30 0.250 0.017 0.000
4398160 $565,301.30 49.87 0.250 0.017 0.233
4398200 $438,557.61 43.89 0.250 0.017 0.483
4398487 $449,621.95 57.79 0.250 0.017 0.108
4398571 $528,000.00 80.00 0.250 0.017 0.108
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4398695 $994,752.37 56.98 0.250 0.017 0.483
4398833 $302,000.00 49.51 0.250 0.017 0.000
4398854 $399,655.60 51.61 0.250 0.017 0.000
4398877 $459,000.00 57.38 0.250 0.017 0.000
4398925 $388,000.00 80.00 0.250 0.017 0.108
4399089 $319,431.15 36.57 0.250 0.017 0.108
4399254 $650,000.00 48.15 0.250 0.017 0.000
4399538 $799,000.00 79.96 0.250 0.017 0.108
4399567 $332,227.44 79.17 0.250 0.017 0.233
4399642 $565,000.00 47.08 0.250 0.017 0.108
4399768 $539,535.07 66.26 0.250 0.017 0.000
4399934 $329,600.00 76.83 0.250 0.017 0.108
4400010 $420,000.00 80.00 0.250 0.017 0.233
4400235 $421,645.47 65.94 0.250 0.017 0.108
4400383 $303,000.00 75.75 0.250 0.017 0.483
4400403 $335,717.71 76.36 0.250 0.017 0.108
4400410 $444,616.86 79.89 0.250 0.017 0.000
4400560 $461,488.21 79.21 0.250 0.017 0.358
4400820 $634,453.28 63.50 0.250 0.017 0.000
4400863 $374,684.96 70.04 0.250 0.017 0.108
4400977 $413,652.19 80.00 0.250 0.017 0.108
4401084 $299,747.96 66.67 0.250 0.017 0.108
4401249 $525,000.00 35.59 0.250 0.017 0.000
4401328 $371,502.67 48.29 0.250 0.017 0.358
4401462 $949,240.30 59.38 0.250 0.017 0.358
4401502 $547,572.50 80.00 0.250 0.017 0.483
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4401770 $324,000.00 52.26 0.250 0.017 0.108
4402123 $382,170.67 75.00 0.250 0.017 0.000
4402247 $542,500.00 69.95 0.250 0.017 0.000
4402252 $346,722.51 70.10 0.250 0.017 0.358
4402443 $375,000.00 28.85 0.250 0.017 0.358
4402468 $309,745.89 65.26 0.250 0.017 0.233
4402974 $607,476.52 67.56 0.250 0.017 0.000
4403195 $580,000.00 59.49 0.250 0.017 0.000
4403249 $552,600.00 52.38 0.250 0.017 0.000
4403528 $795,500.00 74.87 0.250 0.017 0.233
4403541 $440,000.00 68.75 0.250 0.017 0.108
4403604 $390,863.18 80.00 0.250 0.017 0.000
4403624 $350,502.06 90.00 01 0.250 0.017 0.608
4403633 $401,000.00 49.51 0.250 0.017 0.000
4403664 $390,671.51 50.91 0.250 0.017 0.108
4403844 $379,672.82 69.72 0.250 0.017 0.000
4404015 $979,156.23 61.25 0.250 0.017 0.000
4404061 $437,141.38 70.00 0.250 0.017 0.233
4404149 $464,599.65 63.70 0.250 0.017 0.000
4404189 $517,925.78 79.82 0.250 0.017 0.108
4404219 $349,713.11 63.64 0.250 0.017 0.233
4404826 $325,276.50 79.99 0.250 0.017 0.108
4404863 $385,675.71 42.89 0.250 0.017 0.108
4404897 $400,000.00 60.61 0.250 0.017 0.108
4404993 $507,562.08 66.84 0.250 0.017 0.000
4405174 $400,000.00 63.90 0.250 0.017 0.108
4405469 $391,686.52 80.00 0.250 0.017 0.358
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4405488 $349,249.05 56.38 0.250 0.017 0.000
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4405758 $314,754.27 78.36 0.250 0.017 0.483
4405776 $439,140.39 79.41 0.250 0.017 0.000
4405819 $601,000.00 46.23 0.250 0.017 0.233
4405877 $624,400.00 70.00 0.250 0.017 0.000
4405937 $439,639.33 51.76 0.250 0.017 0.233
4406389 $624,595.73 80.00 0.250 0.017 0.108
4406471 $404,350.30 54.00 0.250 0.017 0.358
4406512 $366,684.02 54.37 0.250 0.017 0.000
4406539 $622,489.33 79.98 0.250 0.017 0.233
4406621 $875,000.00 74.47 0.250 0.017 0.233
4407515 $328,000.00 80.00 0.250 0.017 0.108
4407807 $349,698.65 45.87 0.250 0.017 0.000
4407824 $649,440.36 75.58 0.250 0.017 0.000
4407877 $315,000.00 90.00 24 0.250 0.017 0.000
4408438 $340,000.00 80.00 0.250 0.017 0.608
4408616 $345,000.00 72.63 0.250 0.017 0.108
4408964 $393,677.03 57.94 0.250 0.017 0.233
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4409168 $571,500.00 75.40 0.250 0.017 0.000
4409180 $412,800.00 80.00 0.250 0.017 0.608
4409289 $549,526.46 74.83 0.250 0.017 0.000
4409310 $463,900.00 34.36 0.250 0.017 0.000
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4409485 $351,704.28 64.00 0.250 0.017 0.108
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4409897 $405,200.00 66.98 0.250 0.017 0.000
4409943 $599,495.92 54.55 0.250 0.017 0.108
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4410269 $419,638.38 40.00 0.250 0.017 0.000
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4414575 $327,447.30 80.00 0.250 0.017 0.108
4414781 $492,000.00 80.00 0.250 0.017 0.108
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4416280 $608,893.32 79.79 0.250 0.017 0.108
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4421977 $360,000.00 43.64 0.250 0.017 0.000
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4431751 $468,000.00 72.00 0.250 0.017 0.000
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4433162 $568,000.00 80.00 0.250 0.017 0.108
4433260 $313,500.00 59.15 GD 4YR 0.250 0.017 0.000
4433299 $412,644.41 51.63 0.250 0.017 0.000
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4433451 $999,159.88 50.00 0.250 0.017 0.108
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9901708 $610,473.95 79.97 0.250 0.017 0.000
9901767 $350,422.91 68.82 0.250 0.017 0.233
9901799 $429,656.14 77.43 0.250 0.017 0.358
9901813 $430,846.56 80.00 0.250 0.017 0.233
9901851 $434,025.99 80.00 0.250 0.017 0.000
9901871 $604,491.73 62.69 0.250 0.017 0.108
9901892 $356,413.04 79.16 0.250 0.017 0.233
9901910 $415,032.08 66.52 0.250 0.017 0.000
9901936 $310,139.23 80.00 0.250 0.017 0.108
9901970 $598,696.60 80.00 0.250 0.017 0.108
9902240 $331,440.57 80.00 0.250 0.017 0.108
9902248 $309,797.11 80.00 0.250 0.017 0.108
9902249 $648,705.06 71.56 0.250 0.017 0.108
9902256 $327,724.44 80.00 0.250 0.017 0.108
9902260 $371,388.37 80.00 0.250 0.017 0.233
9902263 $325,450.67 80.00 0.250 0.017 0.108
9902266 $394,668.16 79.80 0.250 0.017 0.108
9902276 $359,393.39 60.20 0.250 0.017 0.108
9902279 $503,576.58 83.31 11 0.250 0.017 0.108
9902415 $418,997.70 77.37 0.250 0.017 0.108
9902487 $449,666.03 80.00 0.250 0.017 0.733
9902539 $431,323.97 72.00 0.250 0.017 0.483
9902598 $539,546.33 56.84 0.250 0.017 0.108
9902693 $454,233.30 72.80 0.250 0.017 0.108
9902737 $367,690.84 75.56 0.250 0.017 0.108
9902779 $409,680.17 71.93 0.250 0.017 0.483
9902866 $334,725.41 77.91 0.250 0.017 0.233
9902954 $345,098.14 90.00 11 0.250 0.017 0.858
9902992 $648,904.71 75.00 0.250 0.017 0.108
9903048 $339,707.27 75.89 0.250 0.017 0.000
9903084 $345,944.18 90.00 11 0.250 0.017 0.358
9903085 $400,000.00 74.07 0.250 0.017 0.608
9903120 $382,178.66 75.00 0.250 0.017 0.108
9903181 $375,184.54 68.27 0.250 0.017 0.108
9903408 $285,000.00 67.86 0.250 0.017 0.608
9903802 $388,181.55 65.29 0.250 0.017 0.233
9903893 $335,433.83 80.00 0.250 0.017 0.108
9903912 $347,413.61 80.00 0.250 0.017 0.108
9903917 $423,784.70 67.92 0.250 0.017 0.108
9903932 $361,949.08 80.00 0.250 0.017 0.108
9903944 $559,056.37 67.88 0.250 0.017 0.108
9903952 $464,290.17 75.00 0.250 0.017 0.608
9903998 $499,177.93 70.42 0.250 0.017 0.233
9904090 $371,679.72 80.00 0.250 0.017 0.000
9904427 $350,712.28 64.40 0.250 0.017 0.233
9904915 $649,096.79 61.90 0.250 0.017 1.358
9905276 $341,600.00 80.00 0.250 0.017 0.000
9905483 $419,292.28 80.00 0.250 0.017 0.108
9906177 $349,713.11 74.31 0.250 0.017 0.233
9906206 $559,529.54 69.14 0.250 0.017 0.108
9906636 $350,505.29 80.00 0.250 0.017 0.108
9906644 $320,293.67 79.99 0.250 0.017 0.358
9906662 $499,590.16 76.92 0.250 0.017 0.233
9906694 $339,707.27 45.33 0.250 0.017 0.000
9906704 $331,714.15 80.00 0.250 0.017 0.000
9906718 $419,655.73 80.00 0.250 0.017 0.233
9906758 $499,579.95 78.13 0.250 0.017 0.108
9907451 $445,450.00 80.00 0.250 0.017 0.233
9908002 $312,230.95 66.84 0.250 0.017 0.000
9908012 $287,763.93 83.48 12 0.250 0.017 0.233
9908097 $345,337.03 80.00 0.250 0.017 0.608
9908132 $477,598.42 68.29 0.250 0.017 0.108
9908205 $370,945.69 89.89 11 0.250 0.017 0.233
9908237 $387,674.04 80.00 0.250 0.017 0.108
9908303 $319,473.87 80.00 0.250 0.017 0.233
9908337 $360,189.62 70.00 0.250 0.017 0.000
9908387 $460,852.88 75.00 0.250 0.017 0.000
9908393 $999,139.02 58.82 0.250 0.017 0.000
9908419 $364,428.82 73.00 0.250 0.017 0.483
9908422 $363,444.41 75.00 0.250 0.017 0.108
9908450 $346,228.32 58.81 0.250 0.017 0.233
9908506 $331,714.15 76.32 0.250 0.017 0.000
9908514 $374,677.13 69.12 0.250 0.017 0.000
9908533 $600,482.56 65.68 0.250 0.017 0.000
9908571 $521,161.80 80.00 0.250 0.017 0.108
9908584 $342,105.20 80.00 0.250 0.017 0.000
9908604 $447,621.00 52.75 0.250 0.017 0.108
9908623 $429,257.48 61.43 0.250 0.017 0.000
9908644 $625,736.67 75.00 0.250 0.017 0.233
9908667 $614,936.30 78.97 0.250 0.017 0.000
9908713 $679,029.06 79.95 0.250 0.017 0.108
9909262 $401,670.48 72.69 0.250 0.017 0.233
9909263 $399,655.61 65.36 0.250 0.017 0.000
9909279 $333,719.41 71.37 0.250 0.017 0.108
9909306 $649,440.36 56.52 0.250 0.017 0.000
9909333 $431,637.07 80.00 0.250 0.017 0.108
9909344 $417,640.11 63.82 0.250 0.017 0.000
9909351 $369,681.44 69.98 0.250 0.017 0.000
9909367 $346,215.98 70.00 0.250 0.017 0.233
9909376 $467,606.82 80.00 0.250 0.017 0.108
9909384 $401,662.28 67.00 0.250 0.017 0.108
9909386 $606,327.52 77.80 0.250 0.017 0.000
9909397 $451,138.95 78.52 0.250 0.017 0.358
9909399 $347,721.71 50.80 0.250 0.017 0.358
9909414 $369,681.44 54.01 0.250 0.017 0.000
9909439 $504,575.74 55.80 0.250 0.017 0.108
9909473 $552,535.41 70.00 0.250 0.017 0.108
9910014 $378,342.12 78.95 0.250 0.017 0.358
9910164 $379,672.83 80.00 0.250 0.017 0.000
9910449 $307,741.25 80.00 0.250 0.017 0.108
9911121 $450,411.87 70.00 0.250 0.017 0.000
9912102 $380,000.00 80.00 0.250 0.017 0.000
9912210 $336,000.00 80.00 0.250 0.017 0.233
9916916 $419,638.39 70.00 0.250 0.017 0.000
9916924 $595,000.00 45.77 0.250 0.017 0.000
9916935 $328,716.74 67.42 0.250 0.017 0.000
9916975 $325,719.32 69.36 0.250 0.017 0.000
9916991 $339,707.27 80.00 0.250 0.017 0.000
9917078 $344,717.21 79.31 0.250 0.017 0.233
9917099 $599,508.18 61.73 0.250 0.017 0.233
9917119 $352,696.08 58.83 0.250 0.017 0.000
9917135 $343,504.00 38.07 0.250 0.017 0.000
9917778 $384,676.55 44.77 0.250 0.017 0.108
9918255 $571,619.37 52.01 0.250 0.017 0.108
9918437 $441,238.02 80.00 0.250 0.017 0.233
9918480 $390,663.36 62.06 0.250 0.017 0.000
9918501 $339,707.27 55.28 0.250 0.017 0.000
9918549 $315,740.98 79.00 0.250 0.017 0.233
9920142 $414,651.35 54.61 0.250 0.017 0.108
9922596 $315,995.25 40.90 0.250 0.017 0.108
9923939 $345,100.00 20.30 0.250 0.017 0.233
$931,168,403.96
EXHIBIT F-2
[Schedule of Type 2 Mortgage Loans in Group I]
WFMBS
WFMBS 2002-04 EXHIBIT F-2 GROUP I LOANS
15 YEAR FIXED RATE NON-RELOCATION & 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
------------------------------------------------------------------------------------------------------------------------------
4799714 XXXXXXXX XX 00000 SFD 6.875 6.000 $3,656.60 180 1-Oct-16
COUNT: 1
WAC: 6.875
WAM: 177
WALTV: 59.42
[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
---------------------------------------------------------------------------------------
4799714 $406,054.56 59.42 0.250 0.017 0.608
$406,054.56
EXHIBIT F-3A
[Schedule of Other Servicer Mortgage Loans in Group I]
WFMBS
WFMBS 2002-04 EXHIBIT F-3A GROUP I LOANS
15 YEAR FIXED RATE NON-RELOCATION & 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
-------------------------------------------------------------------------------------------------------------------------------
4334667 XXXX XXXXXXXXXX XX 00000 SFD 7.775 6.000 $2,782.87 180 1-Apr-16
4372781 XXXXXXXXX XX 00000 LCO 8.050 6.000 $4,092.97 180 1-Sep-16
4354423 XXXXXXXX XX 00000 SFD 7.250 6.000 $456.44 180 1-Oct-16
4289018 XXXXX XXXXX XX 00000 SFD 7.000 6.000 $2,804.34 180 1-Aug-16
4347582 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $2,853.48 180 0-Xxx-00
0000000 XXXXXXXXX XX 00000 SFD 6.750 6.000 $6,620.69 180 1-Nov-16
4403972 XXXXXXXXX XX 00000 SFD 6.750 6.000 $2,549.00 180 1-Nov-16
4403985 XXXXXXXX XX 00000 SFD 6.875 6.000 $2,774.94 168 1-Nov-15
4396185 XXXXXXX XXXX XX 00000 SFD 7.500 6.000 $2,954.85 180 1-Oct-16
9889174 XXXX XX 00000 SFD 7.000 6.000 $3,516.22 180 1-Nov-16
9889203 XXXXXX XXXX XXXXX XX 00000 SFD 7.125 6.000 $2,914.06 180 1-Nov-16
9889218 XXXXXXX XX 00000 SFD 6.625 6.000 $3,029.08 180 1-Oct-16
9889241 XXXXXXXXXX XXXXXX XX 00000 SFD 7.000 6.000 $3,460.49 180 1-Sep-16
9889266 XXXX XXXXXX XX 00000 SFD 7.125 6.000 $5,665.97 180 1-Nov-16
9889284 XXXXX XXX XX 00000 SFD 6.375 6.000 $3,457.00 180 1-Nov-16
9889293 XXXXXXXX XX 00000 SFD 7.000 6.000 $4,143.60 180 1-Nov-16
9889308 XXXXXXXX XX 00000 SFD 6.875 6.000 $5,244.11 180 1-Nov-16
9889324 XXXXXXX XX 00000 SFD 6.375 6.000 $3,673.06 180 1-Nov-16
9889340 XXXXXXX XX 00000 SFD 6.875 6.000 $2,604.22 180 1-Nov-16
4433038 XXXXXX XX 00000 SFD 6.625 6.000 $4,170.47 180 1-Oct-16
4433069 BASKING XXXXX XX 00000 SFD 6.875 6.000 $2,675.56 180 1-May-16
4433422 XXXXXX XX 00000 SFD 7.250 6.000 $2,738.59 180 1-Aug-16
4433438 XXXXXXXXX XX 00000 SFD 7.250 6.000 $2,665.56 180 1-Sep-16
4433473 XXXXXXXXX XX 00000 SFD 7.750 6.000 $2,823.83 180 1-Sep-16
4433725 XXXXXXXXX XX 00000 SFD 6.250 5.983 $3,596.89 180 1-Oct-16
4265133 XXXX XXXXXXX XX 00000 SFD 6.750 6.000 $4,234.29 180 1-Jun-16
9873379 XXXXXXXX XX 00000 SFD 6.375 6.000 $6,179.39 180 1-Sep-16
9873408 XXXXXX XXXX XXXXXX XX 00000 LCO 7.250 6.000 $3,039.84 180 1-Sep-16
9873439 XXXXXXXXXX XX 00000 SFD 6.625 6.000 $3,520.76 180 1-Sep-16
9873460 XXXXXXX XX 00000 SFD 7.250 6.000 $2,902.91 180 1-Sep-16
9873512 XXXX XXXXX XXXXXXX XX 00000 SFD 7.000 6.000 $6,741.21 180 1-Jul-16
9873544 XXXXXXXXX XX 00000 SFD 6.875 6.000 $7,045.65 180 1-Oct-16
9885614 XXXXXX XX 00000 SFD 6.875 6.000 $3,537.10 180 1-Sep-16
9885644 XXXXXXX XX 00000 SFD 6.750 6.000 $2,716.67 180 1-Mar-16
9885664 XXXXXXXXXXXX XX 00000 SFD 6.500 6.000 $3,440.87 180 1-Aug-16
9885670 XXXXXXX XX 00000 SFD 6.750 6.000 $3,079.48 180 1-Sep-16
9885703 XXXX XXXXXXXXX XX 00000 SFD 7.250 6.000 $3,706.23 180 1-Sep-16
9885728 XXXXXXX XX 00000 SFD 6.875 6.000 $3,729.74 180 1-Apr-16
9885743 XXXXXXX XX 00000 SFD 7.375 6.000 $3,622.20 180 1-Aug-16
9885773 XXXXXXXXXX XX 00000 SFD 6.875 6.000 $2,764.75 180 1-May-16
9885803 XXXX XXXX XXXXX XX 00000 SFD 6.875 6.000 $3,210.68 180 1-Sep-16
9885812 XXXXXXX XX 00000 SFD 6.000 5.733 $4,430.25 180 1-Sep-16
9885825 XXXXXXX XXXXXXX XX 00000 SFD 6.750 6.000 $3,539.64 180 1-Jun-16
9885843 XXXXXXXXX XX 00000 SFD 6.500 6.000 $3,109.85 180 1-Sep-16
9885874 XXXXXXX XX 00000 SFD 7.000 6.000 $3,415.55 180 1-Sep-16
9885897 XXXXXXXX XX 00000 SFD 6.875 6.000 $5,440.31 180 1-Sep-16
9885905 XXXXXXX XX 00000 SFD 6.375 6.000 $3,164.03 180 1-Sep-16
9885924 XXXXXXXX XX 00000 LCO 6.875 6.000 $3,130.41 180 1-Aug-16
9885954 XXXXXXX XX 00000 SFD 6.250 5.983 $3,048.14 180 1-Sep-16
9885977 XXXXX XX 00000 SFD 7.000 6.000 $2,876.26 180 1-Jul-16
9885989 XXXXXXXX XX 00000 SFD 7.125 6.000 $3,487.46 180 1-Aug-16
9886008 XXXXXXXXX XX 00000 SFD 6.625 6.000 $2,546.18 180 1-Sep-16
9886052 XXXXXXXX XX 00000 SFD 6.625 6.000 $5,706.96 180 1-Sep-16
9886069 XXXXXXXXXXXX XX 00000 SFD 6.625 6.000 $2,633.99 180 1-Sep-16
9886089 XXXXXX XX 00000 SFD 6.750 6.000 $3,389.20 180 1-Apr-16
9886111 XXXXX XXXXX XX 00000 SFD 6.750 6.000 $3,805.12 180 1-Sep-16
9886125 XXXXXXXXXX XXXX XX 00000 SFD 6.875 6.000 $3,772.54 180 1-Sep-16
9886320 XXXXX XXXX XXXXX XX 00000 LCO 7.000 6.000 $4,516.61 180 1-Sep-16
9886342 XXXXXXXX XX 00000 SFD 6.750 6.000 $3,008.69 180 1-Sep-16
9886346 XXXXXX XXXX XX 00000 SFD 6.875 6.000 $4,849.46 180 1-Jul-16
9886350 XXXX XXXXXXXXXX XX 00000 SFD 6.875 6.000 $4,639.43 180 1-Aug-16
9886356 XXXXXX XX 00000 SFD 6.625 6.000 $3,358.33 180 1-Sep-16
9886359 XXXXXXXXXX XX 00000 SFD 6.125 5.858 $2,977.19 180 1-Sep-16
9886365 XXXXXXXXXX XX 00000 LCO 6.375 6.000 $4,597.81 180 1-Sep-16
9886366 XXXXXX XX 00000 SFD 6.875 6.000 $3,567.42 180 1-Oct-16
9886370 LONGBOAT XXX XX 00000 LCO 7.375 6.000 $2,759.77 180 1-Aug-16
9886374 XXX XXXXX XX 00000 SFD 6.500 6.000 $3,919.98 180 1-Sep-16
9886376 XXXX XXXXXXXXX XX 00000 SFD 6.625 6.000 $3,362.72 180 1-Sep-16
9886391 XXXXXXX XX 00000 SFD 6.750 6.000 $3,086.12 180 1-Sep-16
9886396 XXXXXXXX XX 00000 SFD 6.875 6.000 $3,183.92 180 1-Sep-16
9886400 XXXXXXX XX 00000 SFD 6.750 6.000 $3,451.15 180 1-Sep-16
9886409 XXXXXXXXX XX 00000 SFD 7.125 6.000 $3,623.32 180 1-Aug-16
0000000 XX XXXXXX XXXXXX XX 00000 SFD 7.000 6.000 $4,368.31 180 1-Aug-16
9886418 XXXXXXXXXXXX XX 00000 SFD 6.625 6.000 $2,730.56 180 1-Sep-16
9886421 XXXXXXXXXX XX 00000 SFD 6.750 6.000 $3,044.09 180 1-Sep-16
9886647 XXXXXXXXX XX 00000 SFD 6.750 6.000 $2,674.64 180 1-Jun-16
9890155 XXXXXXXX XX 00000 SFD 6.000 5.733 $6,961.82 180 1-Jul-16
9894591 XXXXXXXX XX 00000 SFD 6.625 6.000 $4,701.22 180 1-Oct-16
9897671 XXXXXXXXXX XXXXX XX 00000 SFD 6.875 6.000 $5,796.17 180 1-Aug-16
9897689 XXXXXX XX 00000 SFD 7.000 6.000 $5,198.83 180 1-Aug-16
9897705 XXXXXXXXXX XX 00000 SFD 7.375 6.000 $4,599.62 180 1-Jun-16
COUNT: 81
WAC: 6.820287583
WAM: 175.5660388
WALTV: 64.61824446
[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
-------------------------------------------------------------------------------------------
4334667 $287,161.96 88.12 12 0.650 0.017 1.108
4372781 $422,036.29 89.89 0.550 0.017 1.483
4354423 $49,534.12 37.59 0.250 0.017 0.983
4289018 $307,020.54 80.00 0.250 0.017 0.733
4347582 $201,547.08 68.42 0.250 0.017 0.358
4379784 $743,339.08 62.35 0.250 0.017 0.483
4403972 $286,189.26 78.92 0.250 0.017 0.483
4403985 $296,720.44 86.62 11 0.250 0.017 0.608
4396185 $315,843.93 70.05 0.250 0.017 1.233
9889174 $386,712.69 77.47 0.250 0.017 0.733
9889203 $319,117.75 77.52 0.250 0.017 0.858
9889218 $341,608.17 66.35 0.250 0.017 0.358
9889241 $380,098.69 63.11 0.250 0.017 0.733
9889266 $621,584.29 75.00 0.250 0.017 0.858
9889284 $390,490.08 62.99 0.250 0.017 0.108
9889293 $458,082.65 68.50 0.250 0.017 0.733
9889308 $583,974.82 75.87 0.250 0.017 0.608
9889324 $422,161.98 85.00 6 0.250 0.017 0.108
9889340 $290,132.06 73.00 0.250 0.017 0.608
4433038 $470,330.10 50.00 0.250 0.017 0.358
4433069 $292,190.27 42.86 0.250 0.017 0.608
4433422 $293,985.74 35.29 0.250 0.017 0.983
4433438 $288,361.62 63.48 0.250 0.017 0.983
4433473 $296,420.19 30.30 0.250 0.017 1.483
4433725 $415,241.92 44.63 0.250 0.017 0.000
4265133 $466,430.25 67.39 0.250 0.017 0.483
9873379 $705,400.03 62.17 0.250 0.017 0.108
9873408 $328,850.73 90.00 12 0.250 0.017 0.983
9873439 $395,728.92 72.12 0.250 0.017 0.358
9873460 $314,037.63 74.82 0.250 0.017 0.983
9873512 $735,594.08 77.72 0.250 0.017 0.733
9873544 $782,397.79 63.86 0.250 0.017 0.608
9885614 $391,496.70 57.06 0.250 0.017 0.608
9885644 $296,847.73 78.72 0.250 0.017 0.483
9885664 $388,422.69 66.95 0.250 0.017 0.233
9885670 $343,474.07 49.36 0.250 0.017 0.483
9885703 $400,941.13 63.94 0.250 0.017 0.983
9885728 $401,481.66 45.21 0.250 0.017 0.608
9885743 $387,664.26 75.00 0.250 0.017 1.108
9885773 $295,158.39 55.86 0.250 0.017 0.608
9885803 $355,367.66 51.06 0.250 0.017 0.608
9885812 $517,724.66 54.12 0.250 0.017 0.000
9885825 $390,818.75 75.47 0.250 0.017 0.483
9885843 $352,257.23 44.63 0.250 0.017 0.233
9885874 $374,990.97 38.97 0.250 0.017 0.733
9885897 $598,093.24 45.19 0.250 0.017 0.608
9885905 $361,184.51 73.22 0.250 0.017 0.108
9885924 $343,972.98 71.93 0.250 0.017 0.608
9885954 $350,676.17 74.06 0.250 0.017 0.000
9885977 $311,506.99 55.17 0.250 0.017 0.733
9885989 $378,920.63 62.91 0.250 0.017 0.858
9886008 $286,188.02 61.05 0.250 0.017 0.358
9886052 $641,455.90 77.84 0.250 0.017 0.358
9886069 $296,056.53 73.89 0.250 0.017 0.358
9886089 $371,427.34 78.81 0.250 0.017 0.483
9886111 $424,210.47 78.18 0.250 0.017 0.483
9886125 $416,545.55 79.81 0.250 0.017 0.608
9886320 $496,102.85 75.00 0.250 0.017 0.733
9886342 $335,578.08 69.97 0.250 0.017 0.483
9886346 $533,194.47 75.00 0.250 0.017 0.608
9886350 $513,100.52 58.78 0.250 0.017 0.608
9886356 $377,328.96 53.50 0.250 0.017 0.358
9886359 $344,983.56 74.79 0.250 0.017 0.000
9886365 $524,857.10 38.00 0.250 0.017 0.108
9886366 $396,150.78 51.61 0.250 0.017 0.608
9886370 $292,307.57 63.97 0.250 0.017 1.108
9886374 $444,021.73 38.30 0.250 0.017 0.233
9886376 $377,965.54 46.42 0.250 0.017 0.358
9886391 $344,214.30 75.00 0.250 0.017 0.483
9886396 $352,406.28 76.77 0.250 0.017 0.608
9886400 $384,927.80 61.90 0.250 0.017 0.483
9886409 $394,962.07 35.56 0.250 0.017 0.858
9886414 $478,243.49 72.00 0.250 0.017 0.733
9886418 $306,911.98 74.94 0.250 0.017 0.358
9886421 $339,526.07 80.00 0.250 0.017 0.483
9886647 $295,312.41 75.00 0.250 0.017 0.483
9890155 $807,764.90 68.75 0.250 0.017 0.000
9894591 $530,185.78 73.86 0.250 0.017 0.358
9897671 $639,416.64 64.99 0.250 0.017 0.608
9897689 $569,168.78 52.58 0.250 0.017 0.733
9897705 $489,114.00 22.22 0.250 0.017 1.108
$33,132,955.04
WFMBS
WFMBS 2002-04 EXHIBIT F-3A GROUP I LOANS (continued)
15 YEAR FIXED RATE NON-RELOCATION & RELOCATION LOANS
(i) (xvii) (xviii)
-------------------------------------------------------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------------------------------------------------------------------------------
4334667 XXXXX XXXXX SAVINGS BANK XXXXX XXXXX SAVINGS BANK
0000000 XXXXX XXXXX SAVINGS BANK XXXXX XXXXX SAVINGS BANK
0000000 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
4289018 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889174 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889203 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889218 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889241 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889266 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889284 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889293 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889308 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889324 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889340 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4433038 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4433069 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4433422 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4433438 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4433473 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4433725 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4265133 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
9873379 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9873408 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9873439 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9873460 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9873512 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9873544 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885614 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885644 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885664 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885670 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885703 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885728 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885743 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885773 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885803 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885812 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885825 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885843 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885874 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885897 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885905 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885924 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885954 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885977 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9885989 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886008 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886052 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886069 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886089 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886111 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886125 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886320 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886342 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886346 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886350 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886356 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886359 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886365 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886366 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886370 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886374 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886376 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886391 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886396 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886400 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886409 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886414 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886418 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886421 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9886647 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9890155 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9894591 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9897671 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9897689 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
9897705 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
81
COUNT: 81
WAC: 6.820287583
WAM: 175.5660388
WALTV: 64.61824446
EXHIBIT F-3B
[Schedule of Other Servicer Mortgage Loans in Group II]
WFMBS
WFMBS 2002-04 EXHIBIT F-3B GROUP II LOANS
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii)
------------------------------------------------------------------------------------------------------------------------------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE MORTGAGE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL INSURANCE
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV SUBSIDY CODE
------------------------------------------------------------------------------------------------------------------------------------
4425933 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,755.99 360 1-Sep-31 402,727.90 80.00
9891162 XXXXXXXX XX 00000 SFD 7.125 6.500 $4,379.18 360 1-Nov-31 648,957.31 72.63
9891202 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,967.47 360 1-Nov-31 433,783.52 59.18
9891219 XXXXXXX XX 00000 SFD 6.875 6.358 $3,153.26 360 1-Nov-31 479,191.17 80.00
9891222 XXXXXXXX XX 00000 SFD 7.000 6.483 $2,510.19 360 1-Nov-31 376,679.65 70.00
9891242 XXX XXXX XX 00000 SFD 6.750 6.358 $2,101.46 360 1-Nov-31 323,440.51 80.00
9891257 XXXX XXXXX XX 00000 SFD 6.750 6.358 $4,202.92 360 1-Nov-31 646,881.02 67.50
9891262 XXXXXXXX XX 00000 SFD 6.750 6.358 $2,542.51 360 1-Nov-31 391,322.59 80.00
9891264 XXXXXXX XXXXX XX 00000 SFD 6.750 6.358 $2,075.52 360 1-Nov-31 319,022.93 57.25
9891277 XXXXX XXXXX XX 00000 SFD 6.875 6.358 $2,443.78 360 1-Nov-31 371,373.15 80.00
9891278 XXX XXXXXX XX 00000 SFD 7.000 6.483 $2,262.03 360 1-Nov-31 339,440.98 80.00
9891284 XXXXX XX 00000 SFD 6.750 6.358 $3,733.34 360 1-Nov-31 574,606.03 53.54
9891289 XXXXX XX 00000 SFD 6.875 6.358 $2,036.48 360 1-Nov-31 309,477.63 77.50
9891292 XXXXXXX XX 00000 SFD 7.125 6.500 $2,499.50 360 1-Nov-31 370,069.14 70.67
9891304 XXXX XXXXXX XX 00000 SFD 6.875 6.358 $3,179.54 360 1-Nov-31 483,184.43 73.33
9891313 SIERRA XXXXX XX 00000 SFD 6.875 6.358 $1,983.93 360 1-Nov-31 300,972.07 68.64
9891318 XXX XXXXXXXXX XX 00000 SFD 6.750 6.358 $2,918.70 360 1-Nov-31 446,302.92 46.01
9891322 XXXXXXXXX XX 00000 SFD 6.750 6.358 $2,445.22 360 1-Nov-31 376,348.99 62.83
9891330 XXXXXXXX XXXX XX 00000 SFD 6.875 6.358 $2,890.49 360 1-Nov-31 439,258.57 80.00
9891333 XXXXXX XX 00000 SFD 7.000 6.483 $2,661.21 360 1-Nov-31 399,342.33 37.04
9891336 XXXXXXX XX 00000 SFD 7.125 6.500 $3,267.54 360 1-Nov-31 484,221.99 54.99
9891349 XXXXXXXXX XX 00000 SFD 6.875 6.358 $2,956.18 360 1-Nov-31 449,241.73 71.43
9891350 XXXXXXXXX XX 00000 SFD 6.875 6.358 $3,120.41 360 1-Dec-31 474,600.94 69.85
9891356 XXXX XXXXXX XX 00000 SFD 6.875 6.358 $2,956.18 360 1-Nov-31 449,241.73 42.86
9891358 XXXXXXXXX XX 00000 SFD 6.875 6.358 $2,010.21 360 1-Nov-31 305,484.36 85.00 01
9891361 XXXX XX 00000 SFD 6.750 6.358 $2,250.64 360 1-Nov-31 346,400.79 79.77
9891366 XXX XXXX XX 00000 SFD 6.875 6.358 $2,627.72 360 1-Nov-31 399,325.97 50.00
9891367 XXX XXXX XX 00000 SFD 6.875 6.358 $2,095.61 360 1-Nov-31 318,462.45 73.33
9891376 XXXXXXXX XX 00000 SFD 7.000 6.483 $2,378.46 360 1-Nov-31 356,912.21 77.89
9891384 XXXX XXXXXX XX 00000 SFD 6.875 6.358 $2,732.83 360 1-Nov-31 415,299.00 80.00
9891433 XXXXXXXX XX 00000 SFD 6.750 6.358 $3,523.19 360 1-Nov-31 542,261.99 80.00
9891438 XXX XXXXXXX XX 00000 SFD 6.875 6.358 $2,759.10 360 1-Nov-31 419,292.28 80.00
0000000 XXXXXXX XX 00000 SFD 6.750 6.358 $2,698.17 360 1-Dec-31 415,641.83 80.00
9891451 XXXXXXX XX 00000 SFD 6.875 6.358 $3,393.04 360 1-Nov-31 515,629.66 73.79
9891459 XXXXXXXXXX XX 00000 SFD 6.875 6.358 $2,473.34 360 1-Nov-31 375,865.57 68.45
9891477 XXXXXX XXXXX XX 00000 SFD 6.875 6.358 $2,496.33 360 1-Dec-31 379,680.75 80.00
9891875 XXXXXXXXX XXX XX 00000 SFD 6.750 6.358 $3,729.44 360 1-Nov-31 574,007.09 42.59
9891903 XXXXX XXX XX 00000 SFD 6.875 6.358 $2,627.72 360 1-Nov-31 399,325.97 59.26
9891923 XXXXXX XX 00000 SFD 6.875 6.358 $2,128.45 360 1-Nov-31 323,430.93 80.00
9891944 XXXXXXXXX XX 00000 SFD 6.875 6.358 $3,416.03 360 1-Nov-31 519,050.09 54.74
9892012 XXXXXX XX 00000 SFD 6.875 6.358 $2,417.50 360 1-Nov-31 367,379.90 80.00
9892039 XXXXXX XX 00000 SFD 7.375 6.500 $2,693.63 360 1-Aug-31 388,497.88 58.21
9892054 XXXXXXXX XX 00000 SFD 7.000 6.483 $2,637.59 360 1-Nov-31 395,798.17 53.94
9892094 XXXXXX XX 00000 SFD 6.875 6.358 $2,139.95 360 1-Nov-31 325,201.09 79.99
9892119 XXXXXXXX XX 00000 SFD 6.750 6.358 $2,594.39 360 1-Nov-31 399,309.29 76.19
9892158 XXXX XX 00000 SFD 7.125 6.500 $2,358.02 360 1-Oct-31 347,524.69 55.56
9892179 XXXXXXXXX XX 00000 SFD 7.000 6.483 $3,113.62 360 1-Nov-31 467,230.52 78.00
9892190 XXXXXXXXXX XX 00000 SFD 6.875 6.358 $2,246.70 360 1-Oct-31 341,133.08 53.72
9905255 XXX XXXXXXX XX 00000 SFD 6.875 6.358 $2,259.84 360 1-Dec-31 343,710.99 80.00
9905270 XXX XXXXXX XX 00000 SFD 6.750 6.233 $2,218.21 360 1-Dec-31 341,705.54 79.91
9905293 XXXXXXXXXX XX XX 00000 SFD 6.750 6.233 $3,022.47 360 1-Dec-31 465,598.78 76.90
9905335 XXXXXXXX XX 00000 SFD 6.875 6.358 $4,270.04 360 1-Dec-31 649,453.92 57.78
9905338 XXXXXXXX XX 00000 SFD 6.750 6.233 $3,651.61 360 1-Dec-31 562,515.27 69.94
9905350 XXX XXXX XX 00000 SFD 6.750 6.233 $3,320.82 360 1-Nov-31 508,436.70 57.53
9905358 XXXXXXX XXXX XX 00000 SFD 6.875 6.358 $3,153.26 360 1-Dec-31 479,596.74 46.60
9905377 XXXXXXXXX XX 00000 SFD 6.750 6.233 $2,957.61 360 1-Dec-31 455,607.39 80.00
9905393 XXX XXXXXXX XX 00000 SFD 6.875 6.358 $2,562.02 360 1-Nov-31 389,304.86 79.59
9905405 XXXX XXXXXX XX 00000 SFD 6.750 6.233 $2,075.52 360 1-Dec-31 319,724.48 80.00
9905418 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,537.70 360 1-Nov-31 371,417.85 80.00
9905422 XXXXXXXX XXXX XX 00000 SFD 6.875 6.358 $2,680.27 360 1-Dec-31 407,657.23 70.96
9905434 XXXXXXXXXX XX XX 00000 SFD 6.875 6.358 $3,659.09 360 1-Nov-31 556,061.44 57.13
9905437 XXXXXXXX XXXX XX 00000 SFD 7.125 6.500 $2,350.14 360 1-Dec-31 348,551.04 80.00
9905440 XXXXXXXX XX 00000 SFD 6.875 6.358 $3,174.28 360 1-Dec-31 482,794.05 80.00
9905457 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,219.03 360 1-Nov-31 477,033.55 78.33
9905460 XXXXXXXX XX 00000 SFD 6.875 6.358 $2,956.18 360 1-Dec-31 449,621.95 60.81
9905474 XXXXXX XX 00000 SFD 7.000 6.483 $2,022.52 360 1-Dec-31 303,750.81 50.25
9905487 XXXXXX XXXXXX XX 00000 SFD 6.750 6.233 $3,081.49 360 1-Dec-31 474,690.95 80.00
9905490 XXXXXXX XXXXX XX 00000 SFD 6.750 6.233 $3,813.76 360 1-Nov-31 586,984.63 29.40
9905501 XXXXXXXX XX 00000 SFD 6.750 6.233 $2,918.70 360 1-Dec-31 449,612.55 32.14
9905506 XXXXXXXX XX 00000 SFD 6.750 6.233 $2,944.64 360 1-Dec-31 453,609.11 56.75
9905511 XXX XXXXXXX XX 00000 SFD 6.875 6.358 $3,284.65 360 1-Dec-31 499,579.93 75.76
9905518 XXXXXX XX 00000 SFD 7.250 6.500 $3,172.12 360 1-Nov-31 464,272.32 65.96
9905528 XXXXXXXXX XX 00000 SFD 6.875 6.358 $2,364.95 360 1-Dec-31 359,697.55 77.92
9905543 XXXXXXXX XXXX XX 00000 SFD 6.750 6.233 $2,205.24 360 1-Dec-31 339,707.26 80.00
9905548 XX XXXXXXX XX 00000 SFD 6.875 6.358 $2,460.20 360 1-Dec-31 374,185.37 62.42
9905563 XXXXXXXXX XX 00000 SFD 6.750 6.233 $3,015.99 360 1-Dec-31 464,599.64 46.50
9905569 XXXXXXXX XX 00000 SFD 6.875 6.358 $2,860.93 360 1-Dec-31 435,134.12 67.00
9905578 XX. XXXXXX XX 00000 SFD 7.000 6.483 $3,347.81 360 1-Dec-31 502,787.52 80.00
9905585 XXXXXXXXXX XX XX 00000 PUD 6.750 6.233 $4,110.50 360 1-Dec-31 633,204.34 75.00
9905595 XXXXXX XX 00000 SFD 7.125 6.500 $2,463.12 360 1-Dec-31 365,307.63 78.62
9905596 XXXXXXXX XX 00000 SFD 7.000 6.483 $2,192.84 360 1-Nov-31 329,058.08 80.00
9905606 XXXXXXXX XX 00000 SFD 6.750 6.233 $2,127.41 360 1-Dec-31 327,717.59 39.05
9905609 XXXXXXXXX XX 00000 SFD 6.750 6.233 $1,965.26 360 1-Dec-31 302,739.12 77.69
9905637 DIAMOND XXX XX 00000 SFD 7.375 6.500 $3,543.17 360 1-Dec-31 512,609.64 74.35
9905646 XXXXXXXX XXXX XX 00000 SFD 6.875 6.358 $2,989.03 360 1-Dec-31 454,617.74 70.00
9905649 XXX XXXX XX 00000 SFD 6.750 6.233 $3,942.18 360 1-Dec-31 607,276.70 62.02
9905666 XXX XXXXXXX XX 00000 SFD 6.875 6.358 $2,726.26 360 1-Nov-31 414,300.69 69.17
9905681 XXXXXXXX XXXX XX 00000 LCO 7.250 6.500 $2,140.67 360 1-Dec-31 313,555.21 67.48
9905691 XXXXXXXX XX 00000 SFD 7.000 6.483 $2,687.83 360 1-Dec-31 403,668.84 79.22
9905733 XXXXXXXX XX 00000 SFD 7.000 6.483 $2,993.87 360 1-Dec-31 449,631.13 78.26
9905748 XXX XXXXX XX 00000 SFD 6.750 6.233 $4,215.89 360 1-Dec-31 649,440.36 48.15
9905754 XXXXXX XXXX XX 00000 SFD 7.000 6.483 $2,874.11 360 1-Dec-31 431,645.89 80.00
9905763 XXXXXXXX XXXX XX 00000 SFD 6.875 6.358 $3,744.50 360 1-Dec-31 569,521.13 38.00
9905780 XXXX XX 00000 SFD 6.875 6.358 $2,167.87 360 1-Nov-31 329,443.93 89.19 01
9905782 XXXXXXXXX XX 00000 SFD 6.750 6.233 $2,205.24 360 1-Dec-31 337,502.02 25.19
9905808 XXXXXXX XXXXX XX 00000 SFD 6.875 6.358 $2,207.28 360 1-Dec-31 335,717.72 70.00
9905829 XXX XXXXXXX XX 00000 SFD 6.750 6.233 $4,215.89 360 1-Dec-31 649,440.36 46.43
9905839 PALOS VERDES S 90274 SFD 6.875 6.358 $3,613.11 360 1-Dec-31 549,537.93 62.86
9905850 XXXXXX XXXXX XX 00000 SFD 6.875 6.358 $3,284.65 360 1-Dec-31 499,579.93 76.92
9905851 XXXXXXXXX XX 00000 SFD 6.750 6.233 $3,247.54 360 1-Dec-31 500,268.90 72.57
9905857 XXXXXXXXXX XX 00000 SFD 6.750 6.233 $2,049.57 360 1-Dec-31 315,727.93 80.00
9905862 XXXXXXX XX 00000 SFD 6.750 6.233 $2,140.38 360 1-Dec-31 329,715.87 73.33
9905864 XXX XXXXXXX XX 00000 SFD 6.875 6.358 $2,226.99 360 1-Dec-31 338,715.20 52.97
9905869 XXXXXXX XXXXX X 00000 SFD 6.875 6.358 $2,233.56 360 1-Dec-31 339,714.36 80.00
9905877 XXX XXXX XX 00000 SFD 7.000 6.483 $2,195.50 360 1-Dec-31 329,729.50 60.00
9905879 XXXXXX XXXXX XX 00000 SFD 6.875 6.358 $2,453.63 360 1-Dec-31 373,186.21 64.96
9905881 XXX XXXXXXXXX XX 00000 SFD 6.875 6.358 $2,489.76 360 1-Dec-31 378,681.59 37.34
9905885 XXXXX XX 00000 PUD 6.875 6.358 $3,481.73 360 1-Nov-31 529,083.49 74.13
9905894 XXXX XXXXXXXX XX 00000 SFD 7.000 6.483 $3,592.64 360 1-Dec-31 539,557.36 57.45
9905903 XXXXXX XX 00000 SFD 6.875 6.358 $2,627.72 360 1-Dec-31 399,663.95 72.73
9905906 PALOS VERDES S 90274 SFD 7.000 6.483 $3,659.17 360 1-Dec-31 549,549.16 72.46
9905908 XXXXXX XX 00000 PUD 6.750 6.233 $2,853.84 360 1-Dec-31 439,621.15 58.05
9905919 XXXXX XXXXXX XX 00000 SFD 7.125 6.500 $3,523.55 360 1-Dec-31 522,581.76 52.30
9905920 LA CANADA FLI E 91011 SFD 6.875 6.358 $2,989.03 360 1-Dec-31 454,617.74 79.82
4398716 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,018.76 360 1-Dec-31 310,982.02 75.00
4403909 XXXX XXXXX XX 00000 SFD 7.375 6.500 $2,148.13 342 1-May-30 305,999.52 88.85 01
4409110 XXXXX XX 00000 SFD 7.000 6.500 $3,326.51 360 1-Nov-31 499,177.92 40.00
4423376 XXXXXX XX 00000 SFD 7.250 6.500 $2,186.06 345 1-Aug-30 315,991.64 66.64
4438881 XXXXX XXXXX XX 00000 PUD 6.875 6.500 $2,956.18 343 1-Jul-30 442,853.30 73.63
9889045 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,762.25 360 1-Nov-31 409,342.31 56.55
9889079 XXXXXX XXXXX XX 00000 SFD 8.000 6.500 $2,283.48 360 1-Oct-31 310,569.37 80.00
9889104 XX. XXXXX XX 00000 SFD 7.000 6.500 $2,401.74 360 1-Nov-31 360,406.46 76.81
9889126 XXXX XXXXX XX 00000 SFD 6.875 6.500 $2,018.09 360 1-Nov-31 306,682.34 80.00
9889158 XXXXXXX XX 00000 SFD 7.125 6.500 $2,829.62 360 1-Nov-31 419,326.27 74.34
9889188 XXXXXXX XX 00000 SFD 6.875 6.500 $2,463.48 360 1-Oct-31 374,049.45 75.00
9889894 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,058.21 360 1-Nov-31 297,545.10 80.00
9889906 XXXX XX 00000 SFD 7.375 6.500 $2,762.71 360 1-Oct-31 399,081.24 80.00
9889915 XXXX XXXXXX XX 00000 SFD 7.375 6.500 $3,224.38 360 1-Oct-31 465,772.75 80.00
9889925 XXXXXXX XX 00000 SFD 6.750 6.483 $3,859.16 360 1-Nov-31 593,972.55 61.34
9889928 XXXXXXX XX 00000 SFD 7.000 6.500 $3,166.84 360 1-Nov-31 471,194.05 80.00
9889947 XXXXXXXX XXXX XX 00000 SFD 7.750 6.500 $2,515.68 360 1-Nov-31 350,652.72 73.93
9889968 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,216.33 360 1-Nov-31 488,774.98 80.00
9889969 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,326.51 360 1-Nov-31 499,177.93 59.65
9889989 XXXXXXX XX 00000 SFD 6.875 6.500 $2,180.02 360 1-Oct-31 331,008.81 85.00 12
9890002 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,518.17 360 1-Nov-31 377,877.69 69.83
9890023 XXXXXX XX 00000 SFD 7.000 6.500 $2,352.51 360 1-Nov-31 353,018.63 80.00
9899393 XXXXXX XX 00000 SFD 7.250 6.500 $2,312.58 360 1-Oct-31 338,201.84 78.84
9899417 XXX XXXX XX 00000 SFD 6.875 6.500 $2,627.72 360 1-Nov-31 399,325.97 74.77
9899438 XXXXXXX XX 00000 SFD 7.375 6.500 $2,182.53 360 1-Oct-31 315,274.22 80.00
9899459 XXX XXXXXXXX XX 00000 SFD 8.000 6.500 $3,081.81 360 1-Nov-31 419,434.50 73.68
9899479 XXXXXX XX 00000 SFD 7.000 6.500 $2,570.73 360 1-Nov-31 385,764.69 70.25
9899528 OCEAN VIEW DE 19970 SFD 7.500 6.500 $3,809.32 360 1-Oct-31 543,579.44 65.09
9899547 XXXXXXX XX 00000 SFD 6.750 6.483 $2,759.78 360 1-Oct-31 424,394.78 75.98
9899580 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,486.43 360 1-Oct-31 359,173.15 51.43
9899603 XXXXXX XX 00000 SFD 7.250 6.500 $2,670.04 360 1-Nov-31 390,787.49 69.27
9899758 XXXXXXX XX 00000 SFD 7.125 6.500 $2,125.59 360 1-Jun-31 313,702.07 79.99
9899812 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,432.24 360 1-Nov-31 374,352.46 60.98
9920949 XXXXXXXX XX 00000 SFD 6.750 6.483 $1,926.34 360 1-Nov-31 296,487.14 90.00 33
9920959 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,719.69 360 1-Dec-31 413,652.19 68.20
9920974 XXXXXXX XX 00000 SFD 8.000 6.500 $4,297.66 360 1-Dec-31 585,307.01 66.94
9920984 XXXXXX XX 00000 SFD 7.500 6.500 $2,201.83 360 1-Sep-31 313,956.38 90.00 13
9920989 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,205.23 360 1-Nov-31 339,412.89 80.00
9920996 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,442.19 360 1-Nov-31 357,439.77 80.00
9921006 XXXX XXXXX XX 00000 SFD 7.250 6.500 $2,026.06 360 1-Nov-31 296,405.74 90.00 33
9921010 XXXXXX XX 00000 SFD 7.375 6.500 $2,221.21 360 1-Apr-31 319,342.70 77.49
9921028 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,548.89 360 1-Nov-31 387,346.19 79.51
9921034 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,494.78 360 1-Dec-31 369,879.14 60.21
9921040 XXXXXXXXX XXX XX 00000 SFD 7.000 6.500 $3,040.43 360 1-Dec-31 456,025.40 64.82
9921054 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,297.78 360 1-Dec-31 501,578.26 77.23
9921068 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,490.62 360 1-Nov-31 383,336.90 75.00
9921073 XXXXXXX XX 00000 SFD 7.625 6.500 $2,548.06 360 1-Oct-31 359,213.34 80.00
4295696 XXXXX XX 00000 SFD 7.500 6.500 $3,482.09 360 1-Oct-31 496,507.73 55.96
4326580 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $5,214.60 360 1-Oct-31 753,265.89 58.75
4408961 XXXXXXX XX 00000 SFD 7.625 6.500 $2,406.50 360 1-Mar-31 337,467.60 80.00
$68,965,240.41
COUNT: 164
WAC: 6.972692612
WAM: 357.934467
WALTV: 68.26672786
WFMBS
WFMBS 2002-04 EXHIBIT F-3B GROUP II LOANS (continued)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (xiii) (xv) (xvi)
-----------------------------------------
MORTGAGE MASTER FIXED
LOAN SERVICE SERVICE RETAINED
NUMBER FEE FEE YIELD
-----------------------------------------
4425933 0.500 0.017 0.233
9891162 0.500 0.017 0.108
9891202 0.500 0.017 0.233
9891219 0.500 0.017 0.000
9891222 0.500 0.017 0.000
9891242 0.375 0.017 0.000
9891257 0.375 0.017 0.000
9891262 0.375 0.017 0.000
9891264 0.375 0.017 0.000
9891277 0.500 0.017 0.000
9891278 0.500 0.017 0.000
9891284 0.375 0.017 0.000
9891289 0.500 0.017 0.000
9891292 0.500 0.017 0.108
9891304 0.500 0.017 0.000
9891313 0.500 0.017 0.000
9891318 0.375 0.017 0.000
9891322 0.375 0.017 0.000
9891330 0.500 0.017 0.000
9891333 0.500 0.017 0.000
9891336 0.500 0.017 0.108
9891349 0.500 0.017 0.000
9891350 0.500 0.017 0.000
9891356 0.500 0.017 0.000
9891358 0.500 0.017 0.000
9891361 0.375 0.017 0.000
9891366 0.500 0.017 0.000
9891367 0.500 0.017 0.000
9891376 0.500 0.017 0.000
9891384 0.500 0.017 0.000
9891433 0.375 0.017 0.000
9891438 0.500 0.017 0.000
9891448 0.375 0.017 0.000
9891451 0.500 0.017 0.000
9891459 0.500 0.017 0.000
9891477 0.500 0.017 0.000
9891875 0.375 0.017 0.000
9891903 0.500 0.017 0.000
9891923 0.500 0.017 0.000
9891944 0.500 0.017 0.000
9892012 0.500 0.017 0.000
9892039 0.500 0.017 0.358
9892054 0.500 0.017 0.000
9892094 0.500 0.017 0.000
9892119 0.375 0.017 0.000
9892158 0.500 0.017 0.108
9892179 0.500 0.017 0.000
9892190 0.500 0.017 0.000
9905255 0.500 0.017 0.000
9905270 0.500 0.017 0.000
9905293 0.500 0.017 0.000
9905335 0.500 0.017 0.000
9905338 0.500 0.017 0.000
9905350 0.500 0.017 0.000
9905358 0.500 0.017 0.000
9905377 0.500 0.017 0.000
9905393 0.500 0.017 0.000
9905405 0.500 0.017 0.000
9905418 0.500 0.017 0.233
9905422 0.500 0.017 0.000
9905434 0.500 0.017 0.000
9905437 0.500 0.017 0.108
9905440 0.500 0.017 0.000
9905457 0.500 0.017 0.108
9905460 0.500 0.017 0.000
9905474 0.500 0.017 0.000
9905487 0.500 0.017 0.000
9905490 0.500 0.017 0.000
9905501 0.500 0.017 0.000
9905506 0.500 0.017 0.000
9905511 0.500 0.017 0.000
9905518 0.500 0.017 0.233
9905528 0.500 0.017 0.000
9905543 0.500 0.017 0.000
9905548 0.500 0.017 0.000
9905563 0.500 0.017 0.000
9905569 0.500 0.017 0.000
9905578 0.500 0.017 0.000
9905585 0.500 0.017 0.000
9905595 0.500 0.017 0.108
9905596 0.500 0.017 0.000
9905606 0.500 0.017 0.000
9905609 0.500 0.017 0.000
9905637 0.500 0.017 0.358
9905646 0.500 0.017 0.000
9905649 0.500 0.017 0.000
9905666 0.500 0.017 0.000
9905681 0.500 0.017 0.233
9905691 0.500 0.017 0.000
9905733 0.500 0.017 0.000
9905748 0.500 0.017 0.000
9905754 0.500 0.017 0.000
9905763 0.500 0.017 0.000
9905780 0.500 0.017 0.000
9905782 0.500 0.017 0.000
9905808 0.500 0.017 0.000
9905829 0.500 0.017 0.000
9905839 0.500 0.017 0.000
9905850 0.500 0.017 0.000
9905851 0.500 0.017 0.000
9905857 0.500 0.017 0.000
9905862 0.500 0.017 0.000
9905864 0.500 0.017 0.000
9905869 0.500 0.017 0.000
9905877 0.500 0.017 0.000
9905879 0.500 0.017 0.000
9905881 0.500 0.017 0.000
9905885 0.500 0.017 0.000
9905894 0.500 0.017 0.000
9905903 0.500 0.017 0.000
9905906 0.500 0.017 0.000
9905908 0.500 0.017 0.000
9905919 0.500 0.017 0.108
9905920 0.500 0.017 0.000
4398716 0.250 0.017 0.000
4403909 0.250 0.017 0.608
4409110 0.250 0.017 0.233
4423376 0.250 0.017 0.483
4438881 0.250 0.017 0.108
9889045 0.250 0.017 0.358
9889079 0.250 0.017 1.233
9889104 0.250 0.017 0.233
9889126 0.250 0.017 0.108
9889158 0.250 0.017 0.358
9889188 0.250 0.017 0.108
9889894 0.250 0.017 0.608
9889906 0.250 0.017 0.608
9889915 0.250 0.017 0.608
9889925 0.250 0.017 0.000
9889928 0.250 0.017 0.233
9889947 0.250 0.017 0.983
9889968 0.250 0.017 0.108
9889969 0.250 0.017 0.233
9889989 0.250 0.017 0.108
9890002 0.250 0.017 0.233
9890023 0.250 0.017 0.233
9899393 0.250 0.017 0.483
9899417 0.250 0.017 0.108
9899438 0.250 0.017 0.608
9899459 0.250 0.017 1.233
9899479 0.250 0.017 0.233
9899528 0.250 0.017 0.733
9899547 0.250 0.017 0.000
9899580 0.250 0.017 0.608
9899603 0.250 0.017 0.483
9899758 0.250 0.017 0.358
9899812 0.250 0.017 0.000
9920949 0.250 0.017 0.000
9920959 0.250 0.017 0.108
9920974 0.250 0.017 1.233
9920984 0.250 0.017 0.733
9920989 0.250 0.017 0.000
9920996 0.250 0.017 0.483
9921006 0.250 0.017 0.483
9921010 0.250 0.017 0.608
9921028 0.250 0.017 0.108
9921034 0.250 0.017 0.358
9921040 0.250 0.017 0.233
9921054 0.250 0.017 0.108
9921068 0.250 0.017 0.000
9921073 0.250 0.017 0.858
4295696 0.250 0.017 0.733
4326580 0.250 0.017 0.608
4408961 0.250 0.017 0.858
WFMBS
WFMBS 2002-04 EXHIBIT F-3B GROUP II LOANS (continued)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (xvii) (xviii)
--------------------------------------------------------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- --------------------------------------------------------------------
4425933 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891162 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891202 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891219 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891222 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891242 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891257 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891262 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891264 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891277 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891278 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891284 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891289 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891292 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891304 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891313 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891318 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891322 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891330 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891333 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891336 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891349 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891350 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891356 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891358 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891361 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891366 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891367 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891376 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891384 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891433 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891438 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891448 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891451 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891459 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891477 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891875 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891903 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891923 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9891944 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9892012 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9892039 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9892054 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9892094 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9892119 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9892158 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9892179 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9892190 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905255 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905270 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905293 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905335 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905338 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905350 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905358 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905377 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905393 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905405 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905418 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905422 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905434 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905437 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905440 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905457 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905460 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905474 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905487 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905490 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905501 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905506 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905511 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905518 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905528 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905543 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905548 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905563 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905569 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905578 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905585 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905595 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905596 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905606 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905609 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905637 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905646 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905649 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905666 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905681 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905691 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905733 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905748 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905754 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905763 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905780 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905782 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905808 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905829 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905839 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905850 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905851 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905857 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905862 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905864 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905869 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905877 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905879 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905881 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905885 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905894 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905903 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905906 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905908 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905919 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
9905920 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG
4398716 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889079 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889104 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889126 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889158 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889188 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889894 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889906 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889915 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889925 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889928 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889947 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889968 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889969 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9889989 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9890002 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9890023 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899393 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899417 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899438 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899459 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899479 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899528 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899547 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899580 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899603 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899758 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9899812 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9920949 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9920959 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9920974 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9920984 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9920989 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9920996 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9921006 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9921010 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9921028 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9921034 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9921040 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9921054 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9921068 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
9921073 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4295696 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4326580 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4408961 NAVY FEDERAL CREDIT UNION NAVY FEDERAL CREDIT UNION
164
COUNT: 164
WAC: 6.972692612
WAM: 357.934467
WALTV: 68.26672786
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
Name of Mortgagor:
--------------------------------------
Servicer
Loan No.:
--------------------------------------
Custodian/Trustee
Name:
--------------------------------------
Address:
--------------------------------------
--------------------------------------
Custodian/Trustee
Mortgage File No.:
--------------------------------------
Seller
Name:
--------------------------------------
Address:
--------------------------------------
--------------------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 2002-4
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 2002-4, 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 January 29, 2002 (the "Pooling and Servicing Agreement")
among the Trustee, 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 Trustee when the
need therefor no longer exists, unless the Mortgage Loan relating to
the Documents has been liquidated and the proceeds thereof have been
remitted to the Certificate Account and except as expressly provided
in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
By:____________________________________
Name:
Title:
Date: ________________, 20__
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED,
AND FOR NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Wells Fargo Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2002-4, Class
[I-A-R][I-A-LR] Certificate (the "Class [I-A-R][I-A-LR] Certificate") for the
account of, or as agent (including a broker, nominee, or other middleman) for,
any person or entity from which it has not received an affidavit substantially
in the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class
[I-A-R][I-A-LR] Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class [I-A-R][I-A-LR] Certificate in excess of
cash flows generated by the Class [I-A-R][I-A-LR] Certificate.
6. That the Purchaser will not transfer the Class [I-A-R][I-A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class
[I-A-R][I-A-LR] Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form W-8ECI or successor form
at the time and in the manner required by the Code or (iii) is a Non-U.S. Person
that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
[I-A-R][I-A-LR] Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the
Class [I-A-R][I-A-LR] Certificate will not be disregarded for federal income tax
purposes. "U.S. Person" means a citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class I-A-R Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the [Upper-Tier
REMIC][Lower-Tier REMIC] pursuant to Section 8.14 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of__________, 20__.
[Name of Purchaser]
By:____________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of ______, 20__.
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 20__.
EXHIBIT I
[Letter from Transferor of Class [I-A-R][I-A-LR] Certificate]
[Date]
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Wells Fargo Asset Securities Corporation,
Series 2002-4, Class [I-A-R][I-A-LR]
------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
______________________
EXHIBIT X
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2002-4
CLASS [B-4] [B-5] [B-6] CERTIFICATES
TRANSFEREE'S LETTER
_________________ __, ____
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Wells Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Wells Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-4,
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 January 29, 2002 (the "Pooling and
Servicing Agreement") among Wells Fargo Asset Securities Corporation, as seller
(the "Seller"), Wells Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer")and First Union National Bank, as trustee (the
"Trustee"), of Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2002-4.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [B-4] [B-5] [B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [B-4] [B-5] [B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
(c) [The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[B-4] [B-5] [B-6] Certificates; the Purchaser has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an investment
in the Class [B-4] [B-5] [B-6] Certificates and can afford a complete loss of
such investment.] [(d) The Purchaser is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act.]
(e) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated _______________, relating to the
Class [B-4] [B-5] [B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [B-4] [B-5] [B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [B-4] [B-5] [B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [B-4] [B-5] [B-6] Certificates. The Purchaser will not
use or disclose any information it receives in connection with its purchase of
the Class [B-4] [B-5] [B-6] Certificates other than in connection with a
subsequent sale of Class [B-4] [B-5] [B-6] Certificates.
(f) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-4] [B-5] [B-6] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4] [B-5] [B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to XXXXX, Xxxxxxx 0000 of the Code or Similar
Law). (g) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [B-4] [B-5] [B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [B-4] [B-5] [B-6] Certificates.
(a) The Purchaser understands that the Class [B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-4][B-5][B-6] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor the Trustee
is under any obligation to register the Class [B-4][B-5][B-6] Certificates or
make an exemption available. In the event that such a transfer is to be made in
reliance upon an exemption from the Act or applicable state securities laws, (i)
the Trustee shall require, in order to assure compliance with such laws, that
the Certificateholder's prospective transferee certify to the Seller and the
Trustee as to the factual basis for the registration or qualification exemption
relied upon, and (ii) unless the transferee is a "Qualified Institutional Buyer"
within the meaning of Rule 144A of the Act, the Trustee or the Seller may, if
such transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a holder
of the Certificates proposed to be transferred, require an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer or the Seller. Any such Certificateholder desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Master Servicer, any Paying Agent acting on behalf of the Trustee and the
Seller against any liability that may result if the transfer is not so exempt or
is not made in accordance with such federal and state laws.
(b) No transfer of a Class [B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trustee with a Transferee's
Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:____________________________________
Its:___________________________________
EXHIBIT K
[Reserved]
EXHIBIT L
SERVICING AGREEMENTS
WFHM Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
HomeSide Lending Inc. Servicing Agreement
HSBC Mortgage Corporation (USA) Servicing Agreement
Hibernia National Bank Servicing Agreement
Xxxxx Xxxxx Bank, F.S.B. Servicing Agreement
National City Mortgage Co. Servicing Agreement
CUNA Mutual Mortgage Corporation Servicing Agreement
First Nationwide Mortgage Corporation Servicing Agreement
Navy Federal Credit Union Servicing Agreement
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of , between Wells Fargo Bank
Minnesota, National Association (the "Company" and "Wells Fargo Bank") and (the
"Purchaser").
PRELIMINARY STATEMENT
________________________ is the holder of the entire interest in
Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2002-4, Class ____ (the "Class B Certificates"). The Class B Certificates
were issued pursuant to a Pooling and Servicing Agreement dated as of January
29, 2002 among Wells Fargo Asset Securities Corporation, as seller (the
"Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer
and First Union National Bank, as Trustee.
________________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least P-1 by Moody's Investors Service, Inc.
("Moody's") or at least F-1 by Fitch, Inc. ("Fitch") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least AA by Fitch 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 F-1 by Fitch or (z) the depository institution or trust
company is one that is acceptable to either Moody's or Fitch and, for each of
the preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant to the
Pooling and Servicing Agreement), the Company, shall provide to the Purchaser a
report, using the same methodology and calculations in its standard servicing
reports, indicating for the Trust Estate the number of Mortgage Loans that are
(A) thirty days, (B) sixty days, (C) ninety days or more delinquent or (D) in
foreclosure, and indicating for each such Mortgage Loan the loan number and
outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement) the
Servicer to provide the Purchaser with a notice (sent by telecopier) of such
proposed and imminent foreclosure, stating the loan number and the aggregate
amount owing under the Mortgage Loan. Such notice may be provided to the
Purchaser in the form of a copy of a referral letter from such Servicer to an
attorney requesting the institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Wells Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2002-4." Amounts held in the Collateral Fund
shall continue to be the property of the Purchaser, subject to the first
priority security interest granted hereunder for the benefit of the
Certificateholders, until withdrawn from the Collateral Fund pursuant to Section
2.02 or 2.03 hereof. The Collateral Fund shall be an "outside reserve fund"
within the meaning of the REMIC Provisions, beneficially owned by the Purchaser
for federal income tax purposes. All income, gain, deduction or loss with
respect to the Collateral Fund shall be that of the Purchaser. All distributions
from the Trust Fund to the Collateral Fund shall be treated as distributed to
the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 Notices
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Wells Fargo Bank Minnesota, National Association
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, XX 00000
Attention: Vice President, Master Servicing
Phone: 000-000-0000
Fax: 000-000-0000
(b) in the case of the Purchaser,
____________________________
____________________________
_____________________________
Attention: _________________
Section 4.05 Severability of Provisions
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 Successors and Assigns
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07 Article and Section Headings
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Wells Fargo Bank Minnesota, National
Association
By:____________________________________
Name:
Title:
_____________________________
By:____________________________________
Name:
Title:
SCHEDULE X
Xxxxx Fargo Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 2002-4
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
WFHM (Exhibits F-1A AND F-1B) Mid-Month Mid-Month
WFHM (Exhibit F-2) Prior Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
Hibernia National Bank Mid-Month Prior Month
Xxxxx Xxxxx Bank, F.S.B. Mid-Month Prior Month
National City Mortgage Co. Mid-Month Prior Month
CUNA Mutual Mortgage Corporation Mid-Month Prior Month
First Nationwide Mortgage Mid-Month Prior Month
Corporation
Navy Federal Credit Union Mid-Month Prior Month
