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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 August 30, 2001
$400,290,111.82
Mortgage Pass-Through Certificates
Series 2001-19
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions...............................................
Section 1.02 Acts of Holders...........................................
Section 1.03 Effect of Headings and Table of Contents..................
Section 1.04 Benefits of Agreement.....................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..............................
Section 2.02 Acceptance by Trustee.....................................
Section 2.03 Representations and Warranties of the Master Servicer
and the Seller............................................
Section 2.04 Execution and Delivery of Certificates....................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date.........................
Section 2.06 Optional Substitution of Mortgage Loans...................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account.......................................
Section 3.02 Permitted Withdrawals from the Certificate Account........
Section 3.03 Advances by Master Servicer and Trustee...................
Section 3.04 Trustee to Cooperate; Release of Owner Mortgage Loan
Files.....................................................
Section 3.05 Reports to the Trustee; Annual Compliance Statements......
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan......................................................
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions.......................................
Section 3.08 Oversight of Servicing....................................
Section 3.09 Termination and Substitution of Servicing Agreements......
Section 3.10 Application of Net Liquidation Proceeds...................
Section 3.11 Act Reports...............................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.............................................
Section 4.02 Allocation of Realized Losses.............................
Section 4.03 Paying Agent..............................................
Section 4.04 Statements to Certificateholders; Reports to the
Trustee, FSA and the Seller...............................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service....
Section 4.06 Reserve Fund..............................................
Section 4.07 Distributions in Reduction of the Class A-6 Certificates..
Section 4.08 Policy Matters............................................
Section 4.09 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer............
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..........................................
Section 5.02 Registration of Certificates..............................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.........
Section 5.04 Persons Deemed Owners.....................................
Section 5.05 Access to List of Certificateholders' Names and
Addresses.................................................
Section 5.06 Maintenance of Office or Agency...........................
Section 5.07 Definitive Certificates...................................
Section 5.08 Notices to Clearing Agency................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...........
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer..................................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others.......................................
Section 6.04 Resignation of the Master Servicer........................
Section 6.05 Compensation to the Master Servicer.......................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.....
Section 6.07 Indemnification of Trustee and Seller by Master Servicer..
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.........................................
Section 7.02 Other Remedies of Trustee.................................
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default...................................
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.....................................
Section 7.05 Trustee to Act; Appointment of Successor..................
Section 7.06 Notification to Certificateholders........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.........................................
Section 8.02 Certain Matters Affecting the Trustee.....................
Section 8.03 Trustee Not Required to Make Investigation................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.....
Section 8.05 Trustee May Own Certificates..............................
Section 8.06 The Master Servicer to Pay Fees and Expenses..............
Section 8.07 Eligibility Requirements..................................
Section 8.08 Resignation and Removal...................................
Section 8.09 Successor.................................................
Section 8.10 Merger or Consolidation...................................
Section 8.11 Authenticating Agent......................................
Section 8.12 Separate Trustees and Co-Trustees.........................
Section 8.13 Appointment of Custodians.................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions.............
Section 8.15 Monthly Advances..........................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation
of All Mortgage Loans.....................................
Section 9.02 Additional Termination Requirements.......................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.................................................
Section 10.02 Recordation of Agreement..................................
Section 10.03 Limitation on Rights of Certificateholders................
Section 10.04 Governing Law; Jurisdiction...............................
Section 10.05 Notices...................................................
Section 10.06 Severability of Provisions................................
Section 10.07 Special Notices to Rating Agencies and FSA................
Section 10.08 Covenant of Seller........................................
Section 10.09 Recharacterization........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate...........................
Section 11.02 Cut-Off Date..............................................
Section 11.03 Cut-Off Date Aggregate Principal Balance..................
Section 11.04 Original Class A Percentage...............................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates..............................................
Section 11.05(a) Original Notional Amount..................................
Section 11.06 Original Class A Non-PO Principal Balance.................
Section 11.07 Original Subordinated Percentage..........................
Section 11.08 Original Class B-1 Percentage.............................
Section 11.09 Original Class B-2 Percentage.............................
Section 11.10 Original Class B-3 Percentage.............................
Section 11.11 Original Class B-4 Percentage.............................
Section 11.12 Original Class B-5 Percentage.............................
Section 11.13 Original Class B-6 Percentage.............................
Section 11.14 Original Class B Principal Balance........................
Section 11.15 Original Principal Balances of the Classes of Class B
Certificates..............................................
Section 11.16 Original Class B-1 Fractional Interest....................
Section 11.17 Original Class B-2 Fractional Interest....................
Section 11.18 Original Class B-3 Fractional Interest....................
Section 11.19 Original Class B-4 Fractional Interest....................
Section 11.20 Original Class B-5 Fractional Interest....................
Section 11.21 Closing Date..............................................
Section 11.22 Right to Purchase.........................................
Section 11.23 Wire Transfer Eligibility.................................
Section 11.24 Single Certificate........................................
Section 11.25 Servicing Fee Rate........................................
Section 11.26 Master Servicing Fee Rate.................................
Section 11.27 FSA Contact Person........................................
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2001-19 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Type 1 Mortgage Loans Serviced by WFHM
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Other Servicers
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
EXHIBIT N - Form of Policy
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of August 30, 2001
executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION
NATIONAL BANK, as Trustee.
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.
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Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates, (ii) the principal portion of all
Liquidated Loan Losses incurred on such Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off Date through the end of the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date and (iii) the principal portion of all
Bankruptcy Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the period corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such
Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(z) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and the Class B Principal Balance
as of the related Determination Date and (B) the sum of (i) the sum of the Class
A Principal Balance and the Class B Principal Balance as of the Determination
Date succeeding such Distribution Date, (ii) the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Certificates with respect to such Distribution Date and (iii)
the aggregate amount that would have been distributed to all Classes as
principal in accordance with Section 4.01(a)(i) for such Distribution Date
without regard to the provisos in the definitions of Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class
B-6 Optimal Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date,
the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a)(i) on
such Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans during the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans for
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans for which Liquidation Proceeds were received during the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Aggregate Non-PO Principal Balance: With respect to any Distribution
Date, the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance as of such Distribution Date.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the
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.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) (or, in the case of the Class A-6 Certificates, without
giving effect to the guaranty provided by FSA) by either Rating Agency minus (2)
the aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates in accordance with Section 4.02(a) since the Relevant Anniversary.
On and after the Subordination Depletion Date the Bankruptcy Loss Amount shall
be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates beneficial ownership and transfers of
which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-PO
Certificates, Class A-R Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-7 and Class A-PO
Certificates), the amount distributable to such Class of Class A Certificates
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a)(i).
As to the Class A-7 Certificates, the amount distributable to such Class
pursuant to Paragraphs first and second of Section 4.01(a)(i). As to any
Distribution Date and the Class A-PO Certificates, the amount distributable to
the Class A-PO Certificates pursuant to Paragraphs third clause (B) and fourth
of Section 4.01(a)(i) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date,
the rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Class A Certificates with respect to
such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the sum of (a) the Class A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of Interest Accrual
Amount) and (b) the Premium Payment (determined without regard to clause (ii) of
the definition of Premium Payment).
Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i).
Class A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Class A Certificates the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall determined as of the Business Day preceding the applicable
Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount
equal to the Class A Non-PO Principal Balance.
Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class by the Class A Loss Denominator (determined without regard to any such
Principal Balance of any Class of Class A Certificates not then outstanding), in
each case determined as of the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall, (iii) the Premium Payment, (iv) the
Premium Unpaid Shortfall and (v) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan which, during the one month period ending on the day
preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class A Prepayment Percentage of the Non-PO Recovery for such
Distribution Date.
Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Class A Certificates
pursuant to Paragraph third clause (A) of Section 4.01(a)(i).
Class A Pass-Through Rate: As to the Class A-1, Class A-2, Class
A-5, Class A-7, Class A-R and Class A-LR Certificates, the Class A Fixed
Pass-Through Rate. As to the Class A-3 Certificates, 6.000% per annum. As to the
Class A-4 Certificates, 6.750% per annum. As to the Class A-6 Certificates,
6.400% per annum. The Class A-PO Certificates are not entitled to interest and
have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Class A Non-PO Principal Balance (determined
as of the Determination Date preceding such Distribution Date) by the Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Subordination Depletion Date, 100% or such lesser percentage which will
cause the Class A Non-PO Principal Balance to decline to zero following the
distribution made on such Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in August 2006, 100%. As to any Distribution
Date subsequent to August 2006 to and including the Distribution Date in August
2007, the Class A Percentage as of such Distribution Date plus 70% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to August 2007 to and including the Distribution Date in August
2008, the Class A Percentage as of such Distribution Date plus 60% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to August 2008 to and including the Distribution Date in August
2009, the Class A Percentage as of such Distribution Date plus 40% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to August 2009 to and including the Distribution Date in August
2010, the Class A Percentage as of such Distribution Date plus 20% of the
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to August 2010, the Class A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to the Class A Certificates on any Distribution Date of the Class A
Prepayment Percentage provided above of Unscheduled Principal Receipts
distributable on such Distribution Date would reduce the Class A Non-PO
Principal Balance below zero, the Class A Prepayment Percentage for such
Distribution Date shall be the percentage necessary to bring the Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment Percentage shall
be zero and (ii) if the Class A Percentage as of any Distribution Date is
greater than the Original Class A Percentage, the Class A Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Class A Prepayment Percentage described in the second
through sixth sentences of this definition of Class A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Class A Prepayment Percentage for such Distribution Date will be determined
in accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Class A
Prepayment Percentage for the Distribution Date occurring in the August
preceding such Distribution Date (it being understood that for the purposes of
the determination of the Class A Prepayment Percentage for the current
Distribution Date, the current Class A Percentage and Subordinated Percentage
shall be utilized). No reduction in the Class A Prepayment Percentage referred
to in the second through sixth sentences hereof shall be applicable, with
respect to any Distribution Date if (a) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
on the Mortgage Loans that were delinquent 60 days or more (including for this
purpose any payments due with respect to Mortgage Loans in foreclosure and REO
Mortgage Loans) were greater than or equal to 50% of the current Class B
Principal Balance or (b) cumulative Realized Losses on the Mortgage Loans exceed
(1) 30% of the Original Class B Principal Balance if such Distribution Date
occurs between and including September 2006 and August 2007, (2) 35% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including September 2007 and August 2008, (3) 40% of the Original Class B
Principal Balance if such Distribution Date occurs between and including
September 2008 and August 2009, (4) 45% of the Original Class B Principal
Balance if such Distribution Date occurs between and including September 2009
and August 2010, and (5) 50% of the Original Class B Principal Balance if such
Distribution Date occurs during or after September 2010. With respect to any
Distribution Date on which the Class A Prepayment Percentage is reduced below
the Class A Prepayment Percentage for the prior Distribution Date, the Master
Servicer shall certify to the 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.
Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-PO Certificates, Class A-R
Certificate and Class A-LR Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates, the amount, if any, by which the aggregate of
the Class A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i).
Class A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class
A-1 Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class
A-2 Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class
A-3 Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class
A-4 Certificate.
Class A-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-5 and Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class
A-5 Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-6 and Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class
A-6 Certificate.
Class A-6 Distribution Deficiency: With respect to the Class A-6
Certificates on each Distribution Date, the sum of (i) the Class A-6 Interest
Loss Amount for such Distribution Date and (ii) the Class A-6 Principal Loss
Amount for such Distribution Date.
Class A-6 Interest Loss Amount: As to any Distribution Date, the
excess, if any, of (i) the Interest Accrual Amount of the Class A-6 Certificates
(determined without regard to clause (ii) of the definition thereof), net of any
Non-Supported Interest Shortfalls allocated to the Class A-6 Certificates that
are covered by the Reserve Fund over (ii) the amount available to be distributed
in respect of the Class A-6 Certificates on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i).
Class A-6 Principal Loss Amount: As to any Distribution Date, the
sum of, without duplication, (i) the Class A Loss Percentage of the Class A-6
Certificates of the principal portion of Realized Losses allocated to the Class
A Certificates (other than the Class A-PO Certificates) with respect to such
Distribution Date pursuant to Section 4.02(b) and (ii) any amount allocated to
the Class A-6 Certificates which reduces the Principal Balance of the Class A-6
Certificates after the Subordination Depletion Date with respect to such
Distribution Date pursuant to the third sentence in the definition of Principal
Balance of the Class A-6 Certificates.
Class A-7 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-7 and Exhibit C hereto.
Class A-7 Certificateholder: The registered holder of a Class
A-7 Certificate.
Class A-7 Interest Accrual Amount: As to any Distribution Date, (i)
the product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-7
Certificates and (B) the Notional Amount as of such Distribution Date minus (ii)
the Class A Interest Percentage of the Class A-7 Certificates of (a) any
Non-Supported Interest Shortfall allocated to the Class A Certificates and the
Premium Payment, (b) the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A
Certificates and the Premium Payment with respect to such Distribution Date
pursuant to Section 4.02(e) and (c) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates and the Premium Payment
on or after the Subordination Depletion Date pursuant to Section 4.02(e).
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-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit C hereto.
Class A-LR Certificateholder: The registered holder of the Class
A-LR Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class
A-PO Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class A-PO Optimal Principal Amounts for all
prior Distribution Dates exceeded the amounts distributed on the Class A-PO
Certificates on such prior Distribution Dates pursuant to Paragraph third clause
(B) of Section 4.01(a)(i) and (y) the sum of the product for each Discount
Mortgage Loan which became a Liquidated Loan at any time on or prior to the last
day of the Applicable Unscheduled Principal Receipt Period for Full Unscheduled
Principal Receipts for the current Distribution Date of (a) the PO Fraction for
such Discount Mortgage Loan and (b) an amount equal to the principal portion of
Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Mortgage Loan other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses and (B) the sum of (x)
the sum of the Class A-PO Recoveries for such Distribution Date and prior
Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Subordination Depletion Date, the Class A-PO Deferred Amount will
be zero. No interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum as to each Outstanding Mortgage Loan, of
the product of (x) the PO Fraction with respect to such Mortgage Loan and (y)
the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Mortgage Loan,
less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan which, during
the one month period ending on the day preceding the Determination Date
for such Distribution Date, was repurchased by the Seller pursuant to
Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a Mortgage Loan during the one month period ending on the
day preceding the Determination Date for such Distribution Date over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan; and
(II) the Class A-PO Recovery for such Distribution Date.
Class A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount
for such Distribution Date (calculated without regard to the Class A-PO Recovery
for such Distribution Date) and (b) an amount equal to the sum as to each
Mortgage Loan as to which there has been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with
respect to such Mortgage Loan and (y) the amount of the Recovery with respect to
such Mortgage Loan. As to any Distribution Date on or after the Subordination
Depletion Date, the amount determined in accordance with clause (b) above.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class
A-R Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution Date
and any Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: With respect to any Determination Date and
any Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.500% per
annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
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 fifth, sixth and seventh of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-1 Prepayment Percentage of the Non-PO Recovery for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-1 Certificates are the most
subordinate Certificates outstanding, the Class B-1 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by the
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 eighth, ninth and tenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-2 Prepayment Percentage of the Non-PO Recovery for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-2 Certificates are the most
subordinate Certificates outstanding, the Class B-2 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the
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 eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-3 Prepayment Percentage of the Non-PO Recovery for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-3 Certificates are the
most subordinate Certificates outstanding, the Class B-3 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by the
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 fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-4 Prepayment Percentage of the Non-PO Recovery for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-4 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-4 Certificates are the most
subordinate Certificates outstanding, the Class B-4 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by the
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 seventeenth, eighteenth and nineteenth of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-5 Prepayment Percentage of the Non-PO Recovery for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-5 Certificates are the
most subordinate Certificates outstanding, the Class B-5 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-6 Certificate: Any one of the Certificates executed by the
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 twentieth, twenty-first and twenty-second of Section 4.01(a)(i).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a)(i).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-6 Prepayment Percentage of the Non-PO Recovery for
such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with 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 the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-6
Prepayment Percentage for such Distribution Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)(i) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b); provided, however, if the Class
B-6 Certificates are outstanding, the Class B-6 Principal Balance will equal the
difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance, the Class B-4 Principal Balance and the Class B-5 Principal Balance as
of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: With respect to any Distribution Date, the
lesser of (a) the 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 A-1 Certificates, Class A-2
Certificates and Class A-5 Certificates
Class A-L3 Interest Class A-3 Certificates and Class A-4
Certificates
Class A-L6 Interest Class A-6 Certificates and Class A-7
Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class A Certificates and the
Premium Payment pursuant to Paragraph first of Section 4.01(a)(i) on such
Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the 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 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deceased Holder: A Beneficial Owner of a Class A-6 Certificate who
was living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.07(b), and with respect to which the Trustee has
received through the Clearing Agency evidence of death satisfactory to the
Trustee and any tax waivers requested by the Trustee.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Class A-7 Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class A-7 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 Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.500%.
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) (or in the case of the Class
A-6 Certificates, without giving effect to the guaranty provided by FSA)
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) (or in the case of the Class A-6 Certificates, without giving
effect to the guaranty provided by FSA) 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) (or in the case of the Class
A-6 Certificates, without giving effect to the guaranty provided by FSA)
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) (or in the case of the
Class A-6 Certificates, without giving effect to the guaranty provided by
FSA) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as would
not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) (or in the case of the Class A-6 Certificates, without giving
effect to the guaranty provided by FSA) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, (i)
if the Aggregate Current Bankruptcy Losses with respect to such Distribution
Date exceed the then-applicable Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Aggregate
Current Bankruptcy Losses over the then-applicable Bankruptcy Loss Amount,
divided by (b) the Aggregate Current Bankruptcy Losses or (ii) if the Aggregate
Current Bankruptcy Losses with respect to such Distribution Date are less than
or equal to the then-applicable Bankruptcy Loss Amount, then zero. In addition,
any Bankruptcy Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized and as to which Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, (i) if the Aggregate Current Fraud Losses with respect to such
Distribution Date exceed the then-applicable Fraud Loss Amount, then the portion
of such Fraud Loss represented by the ratio of (a) the excess of the Aggregate
Current Fraud Losses over the then-applicable Fraud Loss Amount, divided by (b)
the Aggregate Current Fraud Losses, or (ii) if the Aggregate Current Fraud
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Fraud Loss Amount, then zero. In addition, any Fraud Loss
occurring with respect to a Mortgage Loan on or after the Subordination
Depletion will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized and as to
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, (i) if the Aggregate Current Special Hazard Losses with
respect to such Distribution Date exceed the then-applicable Special Hazard Loss
Amount, then the portion of such Special Hazard Loss represented by the ratio of
(a) the excess of the Aggregate Current Special Hazard Losses over the
then-applicable Special Hazard Loss Amount, divided by (b) the Aggregate Current
Special Hazard Losses, or (ii) if the Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Special Hazard Loss Amount, then zero. In addition, any Special
Hazard Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Special Hazard Loss.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the
final distribution in respect of the Certificates is made pursuant to Section
9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Certificates is September 25, 2031, which corresponds to the
"latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended.
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 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 sum of (a), (b) and (c), which is
not assigned to and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (i) 6.500%, (ii) the applicable Servicing
Fee Rate and (iii) the Master Servicing Fee Rate.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud
in the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $8,005,802.24 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Subordination
Depletion or after the fifth anniversary of the Cut-Off Date the Fraud Loss
Amount shall be zero.
FSA: Financial Security Assurance Inc., a monoline insurance
company incorporated under the laws of the State of New York, or any
successor thereto.
FSA Contact Person: The officer designated by the Master Servicer to
provide information to FSA pursuant to Section 4.08(h). The initial FSA Contact
Person is appointed in Section 11.27.
FSA Default: The existence and continuance of any of the
following:
(a) FSA fails to make a payment required under a policy in
accordance with its terms;
(b) FSA (A) files any petition or commences any case or proceeding
under any provision or similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B)
makes a general assignment for the benefit of its creditors, or (C) has an
order for relief entered against it under the United States Bankruptcy
Code or any similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization which is final
and nonappealable; or
(c) a court of competent jurisdiction, the New York Department of
Insurance or other competent regulatory authority enters a final and
nonappealable order, judgment or decree (1) appointing a custodian,
trustee, agent or receiver for FSA or for all or any material portion of
its property or (2) authorizing the taking of possession by a custodian,
trustee, agent or receiver of FSA (or the taking of possession of all or
any material portion of the property of FSA).
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.
Greenwich Capital: Greenwich Capital Markets, Inc., or its
successor in interest.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Individual Certificate: A Class A-6 Certificate which evidences
$1,000 Original Principal Balance.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-7 and Class A-PO Certificates),
(i) the product of (a) 1/12th of the Class A Pass-Through Rate for such Class
and (b) the Principal Balance of such Class as of the Determination Date
immediately preceding such Distribution Date minus (ii) the Class A Interest
Percentage of such Class of (a) any Non-Supported Interest Shortfall allocated
to the Class A Certificates and the Premium Payment with respect to such
Distribution Date, (b) the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A
Certificates and the Premium Payment with respect to such Distribution Date
pursuant to Section 4.02(e) and (c) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates and the Premium Payment
on or after the Subordination Depletion Date pursuant to Section 4.02(e). As to
any Distribution Date and the Class A-7 Certificates, the Class A-7 Interest
Accrual Amount. The Class A-PO Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or 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.
Living Holder: Beneficial Owner of the Class A-6 Certificates
other than a Deceased Holder.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section
4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the insurance policies,
if any, relating to a Mortgage Loan and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure and
the Rounding Account.
Master Servicer: Xxxxx Fargo Bank Minnesota, National
Association, or its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Moody's: Xxxxx'x Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of August 30, 2001 between WFHM, as seller, and the Seller,
as purchaser.
Mortgage Loan Rider: The standard Xxxxxx Mae/Xxxxxxx Mac riders to
the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is
a condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1 and F-2, which list may be amended following the Closing
Date upon conveyance of a Substitute Mortgage Loan pursuant to Sections 2.02,
2.03 or 2.06 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield 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 11.25 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.500%.
Non-PO Recovery: As to any Distribution Date, the amount of all
Recoveries received during the Applicable Unscheduled Principal Receipt Periods
for such Distribution Date less the Class A-PO Recovery for such Distribution
Date.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the 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 excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Subordination Depletion Date, the Non-Supported Interest Shortfall
determined pursuant to the preceding sentence will be increased by the amount of
any Subordination Depletion Date Interest Shortfall for such Distribution Date.
Any Non-Supported Interest Shortfall will be allocated to (a) the Class A
Certificates and the Premium Payment according to the percentage obtained by
dividing the Class A Non-PO Principal Balance by the sum of the Class A Non-PO
Principal Balance and the Class B Principal Balance and (b) the Class B
Certificates according to the percentage obtained by dividing the Class B
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Notice of Nonpayment: The notice to be delivered by the Trustee to
FSA with respect to any Distribution Date as to which there is a Class A-6
Distribution Deficiency, which shall be in the form attached to the Policy.
Notional Amount: As to any Distribution Date, an amount equal to
0.6153846154% of the Principal Balance of the Class A-6 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 Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-R and Class A-LR Certificates, as set forth in Section 11.06.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class 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 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.17.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-4 Fractional Interest is specified in Section
11.19.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of
the Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of
the Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of
the Cut-Off Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of
the Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of
the Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of
the Cut-Off Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
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 11.15.
Original Subordinated Percentage: The Subordinated Percentage as
of the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if any,
identified in Exhibit F-2 hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Other Servicing Agreements: The Servicing Agreements other than
the WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the 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 month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the 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 A-6 and Class A-7 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 A-6 Certificate, the undivided percentage interest obtained by
dividing the current principal balance of such Certificate by the Principal
Balance of such Class of Class A Certificates. With respect to a Class A-7
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.
Policy: The irrevocable FSA Insurance Policy No. 51160-N,
including any endorsements thereto, issued by FSA with respect to the Class
A-6 Certificates, in the form attached hereto as Exhibit N.
Policy Payments Account: The account maintained pursuant to
Section 4.08(b).
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Class A Certificates and Class B Certificates
on such Distribution Date, which shall be the sum of (i) all previously
undistributed payments or other receipts on account of principal and interest on
or in respect of the Mortgage Loans (including, without limitation, the proceeds
of any repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all
other amounts required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii) the
Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal Receipt, and
all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02, 2.03 or 3.08 on or
following the Determination Date in the month in which such Distribution Date
occurs and the difference between the unpaid principal balance of a Mortgage
Loan substituted for a Mortgage Loan pursuant to Sections 2.02, 2.03 or 2.06 on
or following the Determination Date in the month in which such Distribution Date
occurs and the unpaid principal balance of such Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by clauses
(a) through (h) above, or not required to be deposited in the Certificate
Account under this Agreement;
(j) Liquidation Profits;
(k) Month End Interest; and
(l) all amounts reimbursable to a Servicer for PMI Advances.
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Payment: As to any Distribution Date, (i) the product of (a)
1/12th of 0.060% and (b) the Principal Balance of the Class A-6 Certificates as
of the Determination Date immediately preceding such Distribution Date minus
(ii) the Premium Percentage of (x) any Non-Supported Interest Shortfall
allocated to the Class A Certificates and the Premium Payment with respect to
such Distribution Date, (y) the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class
A Certificates and the Premium Payment with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates and the Premium Payment
on or after the Subordination Depletion Date pursuant to Section 4.02(e).
Premium Percentage: As to any Distribution Date, the percentage
calculated by dividing the Premium Payment (determined without regard to clause
(ii) of the definition thereof) by the sum of (a) the Class A Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount) and (b) the Premium Payment (determined without regard
to clause (ii) of the definition of Premium Payment).
Premium Shortfall Amount: As to any Distribution Date, any amount by
which the Premium Payment with respect to such Distribution Date exceeds the
amount distributed to FSA on such Distribution Date pursuant to Paragraph first
of Section 4.01(a)(i).
Premium Unpaid Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Premium Shortfall Amounts for prior
Distribution Dates is in excess of the amounts distributed to FSA on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i).
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
September 2001 through August 2006............................ 0%
September 2006 through August 2007............................. 30%
September 2007 through August 2008............................. 40%
September 2008 through August 2009............................. 60%
September 2009 through August 2010............................. 80%
September 2010 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 A-7 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 A-PO Certificates), the Original Principal
Balance of such Class less the sum of (a) all amounts previously distributed in
respect of such Class on prior Distribution Dates (i) pursuant to Paragraph
third clause (A) of Section 4.01(a)(i) and from the Rounding Account and (ii) as
a result of a Principal Adjustment and (b) the Realized Losses allocated through
such Determination Date to such Class pursuant to Section 4.02(b). After the
Subordination Depletion Date, each such Principal Balance of a Class of Class A
Certificates (other than the Class A-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
Class A Loss Percentage of such Class and the difference, if any, between (i)
the Class A Non-PO Principal Balance as of such Determination Date without
regard to this sentence and (ii) the difference between (A) the Adjusted Pool
Amount for the preceding Distribution Date and (B) the Adjusted Pool Amount (PO
Portion) for the preceding Distribution Date.
The Class A-7 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 A-PO Certificates, the Original Principal
Balance of such Class less the sum of (a) all amounts previously distributed in
respect of the Class A-PO Certificates on prior Distribution Dates pursuant to
Paragraphs third clause (B) and fourth of Section 4.01(a)(i) and (b) the
Realized Losses allocated through such Determination Date to the Class A-PO
Certificates pursuant to Section 4.02(b). After the Subordination Depletion
Date, the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class will
be increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance less all amounts previously
distributed in respect of such Class on prior Distribution Dates pursuant to
Paragraph third clause (A) of Section 4.01(a)(i), Paragraph third clause (B) of
Section 4.01(a)(i), or Paragraphs seventh, tenth, thirteenth, sixteenth,
nineteenth or twenty-second of Section 4.01(a)(i).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Priority Amount: For any Distribution Date, the lesser of (i) the
Principal Balance of the Class A-5 Certificates and (ii) the sum of (A) the
product of (1) the Priority Percentage, (2) the Shift Percentage and (3) the
Scheduled Principal Amount and (B) the product of (1) the Priority Percentage,
(2) the Prepayment Shift Percentage and (3) the Unscheduled Principal Amount.
Priority Percentage: The Principal Balance of the Class A-5
Certificates divided by the Aggregate Non-PO Principal Balance.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F
of the Code.
Prospectus: The prospectus dated August 22, 2001 as supplemented by
the prospectus supplement dated August 24, 2001, relating to the Class A, Class
B-1, Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates (other than the
Class A-R and Class A-LR Certificates) are Fitch and Xxxxx'x. The Rating Agency
for the Class A-R, Class A-LR, Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates is Fitch. 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, P-1 in the case of Xxxxx'x and in the case of any other Rating
Agency shall mean its equivalent of such ratings. References herein to the
highest long-term rating categories of a Rating Agency shall mean AAA in the
case of Fitch and Aaa in the case of Xxxxx'x, and in the case of any other
Rating Agency shall mean its equivalent of such ratings without any plus or
minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses)
incurred on Liquidated Loans for which the Liquidation Proceeds were received
during the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts with respect to such Distribution Date and (ii)
Bankruptcy Losses incurred during the period corresponding to the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the
month of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to
such Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D. The Reserve Fund, the Policy and the Policy Payment Account
are not part of either the Lower-Tier or Upper-Tier REMIC.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the
form attached as Exhibit G hereto.
Reserve Fund: The separate non-interest bearing trust account
established with the Trustee and maintained by the Trustee pursuant to
Section 4.06 for the benefit of the Class A-6 Certificateholders. The
Reserve Fund shall be an Eligible Account.
Reserve Withdrawal: With respect to any Distribution Date, the
lesser of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-6 Certificates.
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.
Rounding Account: The special account established with the
Trustee and maintained by the Trustee pursuant to Section 4.07(e). The
Rounding Account shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the
amount, if any, required to be withdrawn from the Rounding Account pursuant
to Section 4.07(e).
Scheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(i) and Iy(iv) of the definition of Class A Non-PO
Optimal Principal Amount, but without such amount being multiplied by the Class
A Percentage.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Xxxxx Fargo Asset Securities Corporation, or its
successor in interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of WFHM, HomeSide Lending, Inc., SunTrust
Mortgage,Inc., National City Mortgage Co., Washington Mutual Bank, F.A., HSBC
Mortgage Corporation (USA), Chase Manhattan Mortgage Corporation, CUNA Mutual
Mortgage Corporation, The Huntington Mortgage Company, Central National Bank
and Old Kent Mortgage Company 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 11.25.
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
September 2001 through August 2006............................ 0%
September 2006 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
11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part
of the Trustee, or the Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof
ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $4,002,901.12 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and after the
Subordination Depletion Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Percentage
for such date.
Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Class A
Prepayment Percentage for such date.
Subordination Depletion Date: The Distribution Date preceding the
first Distribution Date on which the Class A Percentage (determined pursuant to
clause (ii) of the definition thereof) equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Subordination Depletion Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
on or after the Determination Date in the month preceding
the month of such Distribution Date but prior to the first
day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
during the month preceding the month of such Distribution
Date, the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last
day of the month in which such Unscheduled Principal Receipt
is received.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
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, the Reserve Fund, the Rounding Account and the rights of the
Trustee under the Policy.
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 Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Mid-Month Receipt Period with respect
to all types of Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class A-L1 Interest,
the Class A-L3 Interest, the Class A-L6 Interest, the Class A-LPO Interest, the
Class A-LUR Interest, the Class B-L1 Interest, the Class B-L2 Interest, the
Class B-L3 Interest, the Class B-L4 Interest, the Class B-L5 Interest and the
Class B-L6 Interest.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(ii) and Iy(iii) of the definition of Class A Non-PO
Optimal Principal Amount, but without such amount being multiplied by the Class
A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established
and maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-7 Certificates will
be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Class A Principal
Balance and the Class B Principal Balance. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
WFHM: Xxxxx Fargo Home Mortgage, Inc., or its successor in
interest.
WFHM Correspondents: The entities listed on the Mortgage Loan
Schedule, from which WFHM purchased the Mortgage Loans.
WFHM Servicing Agreement: The Servicing Agreement providing for
the servicing of the Type 1 Mortgage Loans initially by WFHM.
SECTION 1.02 ACTS OF HOLDERS.
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(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.
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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 and FSA 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.
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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
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.
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(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 A-R and Class A-LR Certificates) and the Classes of Class
B Certificates as classes of "regular interests" and the Class A-R Certificate
as the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller
hereby further designates the Class A-L1 Interest, Class A-L3 Interest, Class
A-L6 Interest, Class A-LPO Interest, Class A-LUR Interest, Class B-L1 Interest,
Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5
Interest and Class B-L6 Interest as classes of "regular interests" and the Class
A-LR Certificate as the single class of "residual interest" in the Lower-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
The Closing Date is hereby designated as the "Startup Day" of each of the
Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Code Section
860G(a)(9). The "latest possible maturity date" of the regular interests in the
Upper-Tier REMIC and Lower-Tier REMIC is September 25, 2031 for purposes of Code
Section 860G(a)(1).
SECTION 2.06 OPTIONAL SUBSTITUTION OF MORTGAGE LOANS.
---------------------------------------
During the three-month period beginning on the Startup Date, the
Seller shall have the right, but not the obligation, in its sole discretion for
any reason, to substitute for any Mortgage Loan a Substitute Mortgage Loan
meeting the requirements of Section 2.02. Any such substitution shall be carried
out in the manner described in Section 2.02. The Substitution Principal Amount,
if any, plus accrued interest thereon and the other amounts referred to in
Section 2.02, shall be deposited in the Certificate Account.
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
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(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 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
--------------------------------------------------
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the 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 addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, 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, including any
amount the Master Servicer is required to advance pursuant to the second
sentence of this Section 3.03(a), and (iv) whether the Master Servicer has
determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trustee that such failure has occurred.
Upon receipt of such certification, the Trustee shall advance such funds and
take such steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
SECTION 3.04 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.
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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.
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(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) (without, in
the case of the Class A-6 Certificates, giving effect to the guaranty provided
by FSA) 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.
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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.
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(a) (i) On each Distribution Date, the Pool Distribution Amount will
be applied in the following amounts, to the extent the Pool Distribution Amount
is sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates and to FSA, pro rata,
based upon their respective Interest Accrual Amounts and the Premium Payment,
respectively, in an aggregate amount up to the sum of the Class A Interest
Accrual Amount and the Premium Payment with respect to such Distribution Date;
second, to the Classes of Class A Certificates and FSA, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls and Premium
Unpaid Shortfalls, respectively, in an aggregate amount up to the sum of
the Aggregate Class A Unpaid Interest Shortfall and Premium Unpaid
Shortfall;
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such
Classes in accordance with Section 4.01(b) or Section 4.01(c), as
applicable, and (B) to the Class A-PO Certificates in an amount up to the
Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth below, fifth to the
Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-1 Certificates with respect to
such Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph
seventh will be reduced by the amount, if any, that would have been
distributable to the Class B-1 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph
tenth will be reduced by the amount, if any, that would have been
distributable to the Class B-2 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph
sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder
of the Class A-LR Certificate, any amounts remaining in the Payment
Account.
Notwithstanding the foregoing, after the Principal Balance or
notional amount of any Class (other than the Class A-R or Class 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). In addition, FSA will not be entitled to its
Premium Payments and Premium Unpaid Shortfalls after the Principal Balance of
the Class A-6 Certificates has been reduced to zero.
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 7 and
Class A-PO Certificates) and any Class of Class B Certificates with a lower
numerical designation pro rata based on their outstanding Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest shall receive distributions in respect of interest in an
amount equal to the Interest Accrual Amounts and Unpaid Interest Shortfalls, as
the case may be, in respect of its Corresponding Upper-Tier Class 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, Class
A-L3 Interest, Class A-LUR Interest, Class B-L1 Interest, Class B-L2 Interest,
Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and Class B-L6
Interest shall be 6.500% per annum. The pass-through rate with respect to the
Class A-L6 Interest shall be 6.440% per annum. The Class A-LPO Interest is a
principal-only interest and is not entitled to distributions of interest. Any
Non-Supported Interest Shortfalls will be allocated to each Uncertificated
Lower-Tier Interest in the same relative proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
(b) The Class A-7 Certificates are interest-only Certificates and
are not entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the Subordination
Depletion Date, the Class A Non-PO Principal Distribution Amount will be
allocated among and distributed in reduction of the Principal Balances of the
Class A Certificates (other than the Class A-PO Certificates) sequentially as
follows:
first, to the Class A-5 Certificates, up to the Priority Amount
for such Distribution Date;
second, sequentially, to the Class A-R and Class A-LR
Certificates;
third, on each Distribution Date on or after September 2004, to the
Class A-6 Certificates up to $43,500 for such Distribution Date;
fourth, concurrently, to the Class A-1, Class A-3 and Class A-4
Certificates, pro rata; and
fifth, sequentially, to the Class A-2, Class A-6 and Class A-5
Certificates.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Subordination Depletion Date, the Class A
Non-PO Principal Distribution Amount shall be distributed among the Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1
Principal Balance is greater than zero, the Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2
Principal Balance is greater than zero, the Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3
Principal Balance is greater than zero, the Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4
Principal Balance is greater than zero, the Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5
Principal Balance is greater than zero, the Class B-6 Certificates
shall not be eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date
the aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
(e) The Trustee shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class A-LR
Certificate and all other amounts distributable to the Class A-LR Certificate.
The Trustee may clear and terminate the Upper-Tier Certificate Account pursuant
to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class A-LR Certificateholder)
on the preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.23, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Class A Distribution Amount
with respect to each Class of Class A Certificates (other than the Class A-6
Certificates) and the Class B Distribution Amount with respect to each Class of
Class B Certificates and, in the case of the Class A-6 Certificates, as provided
in Section 4.07.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-7, Class A-R or Class A-LR Certificates) or the
Principal Balance of any Class of Class B Certificates would be reduced to zero
or, in the case of the Class A-7 Certificates, 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, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date to the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) [Intentionally Left Blank]
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and the Premium Payment and (ii) the Class B Certificates,
pro rata based on the Class A Interest Accrual Amount and the Premium Payment
and the Class B Interest Accrual Amount for the related Distribution Date,
without regard to any reduction pursuant to this sentence. Any such loss
allocated to the Class A Certificates and the Premium Payment shall be allocated
among the outstanding Classes of Class A Certificates and the Premium Payment
based on each Class's Class A Interest Percentage and the Premium Percentage, as
the case may be. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates and the
Premium Payment based on their Class A Interest Percentages and the Premium
Percentage, as the case may be.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
(h) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03 PAYING AGENT.
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(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, FSA AND THE SELLER.
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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, the Seller and FSA a
statement setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to interest, (b) the amount of the
Current Class A Interest Distribution Amount allocated to each Class of
Class A Certificates, (c) any Class A Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class of Class A
Certificates for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to interest, (b) the amount of the
Current Class B Interest Distribution Amount allocated to each Class of
Class B Certificates, (c) any Class B Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the Servicing Agreements or
this Agreement;
(vi) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of
each Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of
the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by WFHM and, collectively, by the Other
Servicers as of such Distribution Date;
(x) the Class A Percentage for such Distribution Date;
(xi) the Class A Prepayment Percentage for such
Distribution Date;
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Percentages for such Distribution Date;
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Prepayment Percentages for such Distribution Date;
(xiv) the number and aggregate principal balances of
Mortgage Loans delinquent (a) one month, (b) two months and (c) three
months or more;
(xv) the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close of business
on such Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined not to foreclose
because it believes the related Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) in the case of the Class A-7 Certificates, the
Notional Amount, if any;
(xxiv) the Class A-PO Deferred Amount, if any;
(xxv) in the case of the Class A-6 Certificates, (a) the Class
A-6 Distribution Deficiency, if any, for such Distribution Date, (b)
amounts, if any in respect of the Class A-6 Distribution Deficiency paid
under the Policy and (c) the amounts attributable to the Class A-6
Certificates;
(xxvi) in the case of the Class A-6 Certificates, the amount
remaining in the Reserve Fund after taking into account the Reserve
Withdrawal for such Distribution Date;
(xxvii) the amount of PMI Advances made by a Servicer, if
any; and
(xxviii) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare their
tax returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R and Class A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class A-R and Class A-LR Certificates
with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
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 Class A Distribution Amount with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates. Upon receipt of any such statement, the
Trustee shall promptly forward a copy of such statement to FSA. 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 Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE
SERVICE.
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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 RESERVE FUND.
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(a) A separate Reserve Fund shall be established on the Closing Date
for the Class A-6 Certificates. The Reserve Fund shall be maintained by the
Trustee in accordance with this Section 4.06. At the time the Reserve Fund is
established, the Seller shall cause to be deposited into the Reserve Fund the
amount of $2,500.
With respect to each Distribution Date, the applicable Reserve
Withdrawal shall be withdrawn by the Trustee from the amount on deposit in the
Reserve Fund in accordance with this Section 4.06 and distributed on such
Distribution Date to the Holders of the Class A-6 Certificates, pro rata, based
on Percentage Interest.
(b) Notwithstanding anything herein to the contrary, on the
Distribution Date on which the Class A Principal Balance of the Class A-6
Certificates has been reduced to zero, any funds then on deposit in the Reserve
Fund shall be distributed to Greenwich Capital at the address provided by it to
the Trustee.
The Reserve Fund will be an "outside reserve fund" under the REMIC
Provisions that is beneficially owned for federal income tax purposes by
Greenwich Capital, which shall report all income, gain, deduction or loss with
respect thereto, and will not be an asset of either the Upper-Tier or Lower-Tier
REMIC.
SECTION 4.07 DISTRIBUTIONS IN REDUCTION OF THE CLASS A-6
CERTIFICATES.
-------------------------------------------
Distributions in reduction of the Principal Balance of the Class A-6
Certificates will be made in integral multiples of $1,000 at the request of the
appropriate representatives of Deceased Holders of such Class and at the request
of Living Holders of such Class or by mandatory distributions by random lot,
pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause
(f) below.
(a) On each Distribution Date on which distributions in reduction of
the Principal Balance of the Class A-6 Certificates are made, such distributions
will be made with respect to such Class in the following priority:
(i) any request by the personal representatives of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common, but not exceeding an aggregate
principal balance for such Class of $100,000 per request; and
(ii) any request by a Living Holder, but not exceeding an
aggregate principal balance for such Class of $10,000 per request.
Thereafter, distributions will be made, with respect to such Class,
as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000,
respectively. This sequence of priorities will be repeated for each request for
principal distributions for such Class made by the Beneficial Owners of the
Class A-6 Certificates until all such requests have been honored.
For each such sequence of priorities described above, requests for
distributions in reduction of the principal balance of Class A-6 Certificates
presented on behalf of Deceased Holders in accordance with the provisions of
clause (i) above will be accepted in order of their receipt by the Clearing
Agency and requests for distributions in reduction of the principal balance of
Class A-6 Certificates presented by Living Holders in accordance with the
provisions of clause (ii) above will be accepted in the order of their receipt
by the Clearing Agency after all requests with respect to such Class presented
in accordance with clause (i) have been honored. All requests for distributions
in reduction of the principal balance of the Class A-6 Certificates will be
accepted in accordance with the provisions set forth in Section 4.07(c). All
requests for distributions in reduction of the principal balance of Class A-6
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trustee no later than the
close of business on the related Record Date. Requests for distributions which
are received by the Clearing Agency and forwarded to, and received by, the
Trustee after the related Record Date and requests, in either case, for
distributions not accepted with respect to any Distribution Date, will be
treated as requests for distributions in reduction of the principal balance of
Class A-6 Certificates on the next succeeding Distribution Date, and each
succeeding Distribution Date thereafter, until each such request is accepted or
is withdrawn as provided in Section 4.07(c). Such requests as are not so
withdrawn shall retain their order of priority without the need for any further
action on the part of the appropriate Beneficial Owner of the related Class A-6
Certificate, all in accordance with the procedures of the Clearing Agency and
the Trustee. Upon the transfer of beneficial ownership of any Class A-6
Certificate, any distribution request previously submitted with respect to such
Certificate will be deemed to have been withdrawn only upon the receipt by the
Trustee of notification of such withdrawal in the manner required by the
Clearing Agency under its APUT System.
Distributions in reduction of the Principal Balance of the Class A-6
Certificates will be applied, in the aggregate with respect to such Class, in an
amount equal to the Class A Non-PO Principal Distribution Amount allocable to
such Class pursuant to Section 4.01(b) plus any amounts distributable to the
Class A-6 Certificates as a payment under the Policy of a Class A-6 Principal
Loss Amount minus amounts to repay any funds withdrawn from the Rounding Account
for such Class for the prior Distribution Date, plus any amounts available for
distribution from the Rounding Account for such Class established as provided in
Section 4.07(e), provided that the aggregate distribution in reduction of the
Principal Balance of such Class on any Distribution Date is made in an integral
multiple of $1,000.
To the extent that the portion of the Class A Non-PO Principal
Distribution Amount allocable to distributions in reduction of the Principal
Balance of the Class A-6 Certificates on any Distribution Date plus any amounts
distributable to the Class A-6 Certificates as a payment under the Policy of a
Class A-6 Principal Loss Amount (minus amounts to repay any funds withdrawn from
the Rounding Account for such Class on the prior Distribution Date and plus any
amounts required to be distributed from the Rounding Account for such Class
pursuant to Section 4.07(e)) exceeds the aggregate principal balance of Class
A-6 Certificates with respect to which distribution requests, as set forth
above, have been received, distributions in reduction of the Principal Balance
of the Class A-6 Certificates will be made by mandatory distribution pursuant to
Section 4.07(d).
(b) A Class A-6 Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.07 if the death of the Beneficial Owner
thereof is deemed to have occurred. Class A-6 Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be considered
to be beneficially owned by a single owner. The death of a tenant by the
entirety, joint tenant or tenant in common will be deemed to be the death of the
Beneficial Owner, and the Class A-6 Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
principal balance of such Class thereof, subject to the limitations stated
above. Class A-6 Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Beneficial Owners of a number of
Individual Certificates greater than the number of Individual Certificates of
which such trust is the owner. The death of a beneficiary of a trust will be
deemed to be the death of a Beneficial Owner of the Class A-6 Certificates owned
by the trust to the extent of such beneficiary's beneficial interest in such
trust. The death of an individual who was a tenant by the entirety, joint tenant
or tenant in common in a tenancy which is the beneficiary of a trust will be
deemed to be the death of the beneficiary of such trust. The death of a person
who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interests in Individual Certificates will be deemed to be
the death of the Beneficial Owner of such Class A-6 Certificates regardless of
the registration of ownership, if such beneficial interest can be established to
the satisfaction of the Trustee. Such beneficial interest will be deemed to
exist in typical cases of street name or nominee ownership, ownership by a
Trustee, ownership under the Uniform Gifts to Minors Act and community property
or other joint ownership arrangements between a husband and wife. Beneficial
interests shall include the power to sell, transfer or otherwise dispose of a
Class A-6 Certificate and the right to receive the proceeds therefrom, as well
as interest and distributions in reduction of the principal balance of the Class
A-6 Certificates payable with respect thereto. The Trustee shall not be under
any duty to determine independently the occurrence of the death of any deceased
Beneficial Owner. The Trustee may rely entirely upon documentation delivered to
it pursuant to Section 4.07(c) in establishing the eligibility of any Beneficial
Owner to receive the priority accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal balance
of Class A-6 Certificates must be made by delivering a written request therefor
to the Clearing Agency Participant or Clearing Agency Indirect Participant that
maintains the account evidencing such Beneficial Owner's interest in Class A-6
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trustee under separate cover. The Clearing Agency Participant should in
turn make the request of the Clearing Agency (or, in the case of a Clearing
Agency Indirect Participant, such Clearing Agency Indirect Participant must
notify the related Clearing Agency Participant of such request, which Clearing
Agency Participant should make the request of the Clearing Agency) in the manner
required under the rules and regulations of the Clearing Agency's APUT System
and provided to the Clearing Agency Participant. Upon receipt of such request,
the Clearing Agency will date and time stamp such request and forward such
request to the Trustee. The Clearing Agency may establish such procedures as it
deems fair and equitable to establish the order of receipt of requests for such
distributions received by it on the same day. Neither the Master Servicer nor
the Trustee shall be liable for any delay in delivery of requests for
distributions or withdrawals of such requests by the Clearing Agency, a Clearing
Agency Participant or any Clearing Agency Indirect Participant.
The Trustee shall maintain a list of those Clearing Agency
Participants representing the appropriate Beneficial Owners of Class A-6
Certificates that have submitted requests for distributions in reduction of the
principal balance of Certificates of such Class, together with the order of
receipt and the amounts of such requests. The Clearing Agency will honor
requests for distributions in the order of their receipt (subject to the
priorities described in Section 4.07(a) above). The Trustee shall notify the
Clearing Agency and the appropriate Clearing Agency Participants as to which
requests should be honored on each Distribution Date. Requests shall be honored
by the Clearing Agency in accordance with the procedures, and subject to the
priorities and limitations, described in this Section 4.07. The exact procedures
to be followed by the Trustee and the Clearing Agency for purposes of
determining such priorities and limitations will be those established from time
to time by the Trustee or the Clearing Agency, as the case may be. The decisions
of the Trustee and the Clearing Agency concerning such matters will be final and
binding on all affected persons.
Individual Certificates which have been accepted for a distribution
shall be due and payable on the applicable Distribution Date. Such Certificates
shall cease to bear interest after the last day of the month preceding the month
in which such Distribution Date occurs, and notwithstanding anything to the
contrary herein, no amounts shall be due from FSA or otherwise with respect to
interest on such Certificates after such last day of the month.
Any Beneficial Owner of a Class A-6 Certificate which has requested
a distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trustee. If such notice of withdrawal of a request for distribution has not
been received by the Clearing Agency and forwarded to the Trustee on or before
the Record Date for the next Distribution Date, the previously made request for
distribution will be irrevocable with respect to the making of distributions in
reduction of the Principal Balance of Class A-6 Certificates on such
Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class A-6 Certificates are rejected by the Trustee for
failure to comply with the requirements of this Section 4.07, the Trustee shall
return such request to the appropriate Clearing Agency Participant with a copy
to the Clearing Agency with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Principal Balance of Class A-6 Certificates on a Distribution Date exceed the
outstanding principal balances of Certificates of such Class with respect to
which distribution requests have been received by the related Record Date, as
provided in Section 4.07(a) above, distributions in reduction of the Principal
Balance of the Class A-6 Certificates will be made by mandatory distributions in
reduction thereof. Such mandatory distributions on Individual Certificates will
be made by random lot in accordance with the then-applicable random lot
procedures of the Clearing Agency, the Clearing Agency Participants and the
Clearing Agency Indirect Participants representing the Beneficial Owners;
provided however, that, if after the distribution in reduction of the Principal
Balance of the Class A-6 Certificates on the next succeeding Distribution Date
on which mandatory distributions are to be made, the principal balance of Class
A-6 Certificates would not be reduced to zero, the Individual Certificates to
which such distributions will be applied shall be selected by the Clearing
Agency from those Class A-6 Certificates not otherwise receiving distributions
in reduction of the principal balance on such Distribution Date. The Trustee
shall notify the Clearing Agency of the aggregate amount of the mandatory
distribution in reduction of the Principal Balance of the Class A-6 Certificates
to be made on the next Distribution Date. The Clearing Agency shall then
allocate such aggregate amount among its Clearing Agency Participants on a
random lot basis. Each Clearing Agency Participant and, in turn, each Clearing
Agency Indirect Participant will then select, in accordance with its own random
lot procedures, Individual Certificates from among those held in its accounts to
receive mandatory distributions in reduction of the principal balance of the
Certificates of such Class, such that the total amount so selected is equal to
the aggregate amount of such mandatory distributions allocated to such Clearing
Agency Participant by the Clearing Agency and to such Clearing Agency Indirect
Participant by its related Clearing Agency Participant, as the case may be.
Clearing Agency Participants and Clearing Agency Indirect Participants which
hold Class A-6 Certificates selected for mandatory distributions in reduction of
the principal balance are required to provide notice of such mandatory
distributions to the affected Beneficial Owners. The Master Servicer agrees to
notify the Trustee of the amount of distributions in reduction of the principal
balance of Class A-6 Certificates to be made on each Distribution Date in a
timely manner such that the Trustee may fulfill its obligations pursuant to the
Letter of Representations dated the Business Day immediately preceding the
Closing Date among the Seller, the Trustee and the Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trustee and the Seller shall cause to be initially deposited with the
Trustee a $999.99 deposit for the Rounding Account. On each Distribution Date on
which a distribution is made in reduction of the principal balance of the Class
A-6 Certificates, funds on deposit in the Rounding Account shall be available to
be applied to round upward to an integral multiple of $1,000 the aggregate
distribution in reduction of the Class A Principal Balance to be made on the
Class A-6 Certificates. Rounding of such distribution on the Class A-6
Certificates shall be accomplished, on the first such Distribution Date, by
withdrawing from the Rounding Account the amount of funds, if any, needed to
round the amount otherwise available for such distribution in reduction of the
principal balance of the Class A-6 Certificates upward to the next integral
multiple of $1,000. On each succeeding Distribution Date on which distributions
in reduction of the principal balance of the Class A-6 Certificates are to be
made, the aggregate amount of such distributions allocable to the Class A-6
Certificates shall be applied first to repay any funds withdrawn from the
Rounding Account for such Class on the prior Distribution Date for which funds
were withdrawn from such account for such Class, and then the remainder of such
allocable amount, if any, shall be similarly rounded upward and applied as
distributions in reduction of the principal balance of the Class A-6
Certificates; this process shall continue on succeeding Distribution Dates until
the Class A Principal Balance of the Class A-6 Certificates has been reduced to
zero. The funds in the Rounding Account shall be held in a non-interest bearing
account and shall not be reinvested.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Principal Balance of the Class
A-6 Certificates will reduce the Principal Balance thereof to zero or in the
event that distributions in reduction of the Principal Balance of the Class A-6
Certificates are made in accordance with the provisions set forth in Section
4.07(f), an amount equal to the difference between $1,000 and the sum then held
in the Rounding Account shall be paid from the Pool Distribution Amount to the
Rounding Account. Any funds then on deposit in such Rounding Account shall be
distributed to the Holder of the Class A-LR Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after FSA's failure to make a payment with respect to a
Class A-6 Principal Loss Amount, distributions in reduction of the Principal
Balance of the Class A-6 Certificates (including amounts paid in respect of such
losses under the Policy) will be made on a pro rata basis among the Holders of
the Class A-6 Certificates and will not be made in integral multiples of $1,000
or pursuant to requested distributions or mandatory distributions by random lot.
(g) In the event that the pro rata distributions described in
section 4.07(f) cannot be made through the facilities of the Clearing Agency,
the Class A-6 Certificates will be withdrawn from the facilities of the Clearing
Agency and Definitive Certificates will be issued to replace such withdrawn
Book-Entry Certificates pursuant to Section 5.07. An amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which pro rata
distributions in reduction of the principal balance of the Class A-6
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Class
A-6 Certificates, with the provisions of this Section 4.07.
SECTION 4.08 POLICY MATTERS.
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(a) If, on the second Business Day before any Distribution Date, the
Trustee determines that there will be a Class A-6 Distribution Deficiency for
such Distribution Date, the Trustee shall determine the amount of such Class A-6
Distribution Deficiency and shall give notice to FSA by telephone or telecopy of
the amount of such deficiency confirmed in writing by the Notice of Nonpayment
by 12:00 noon, New York City time on such second Business Day.
(b) At the time of the execution and delivery of this Agreement, the
Trustee shall establish a separate special purpose trust account in the name of
the Trustee for the benefit of Holders of the Class A-6 Certificates referred to
herein as the "Policy Payments Account" over which the Trustee shall have
exclusive control and sole right of withdrawal. The Trustee shall deposit any
amounts paid under the Policy into the Policy Payments Account and distribute
such amounts only for purposes of payment to Holders of the Class A-6
Certificates of the Class A-6 Distribution Deficiency for which a claim was made
and such amounts may not be applied to satisfy any costs, expenses or
liabilities of the Trustee or the Trust Estate. Amounts paid under the Policy
shall be disbursed by the Trustee to Holders of the Class A-6 Certificates in
the same manner as distributions in reduction of the principal balance of and
interest on the Certificates of such Class are made under Section 4.01(f). It
shall not be necessary for such payments of the Class A-6 Distribution
Deficiency to be made by checks or wire transfers separate from the check or
wire transfer used to pay distributions in reduction of the principal balance of
and interest on the Class A-6 Certificates with funds available to make such
distributions. However, the amount of any distribution to be paid from funds
transferred from the Policy Payments Account shall be noted as provided in (c)
below and in the statement to be furnished to Holders of the Class A-6
Certificates and FSA pursuant to Section 4.04. Funds held in the Policy Payments
Account shall not be invested by the Trustee.
(c) On any Distribution Date with respect to which a claim has been
made under the Policy, the amount of any funds received by the Trustee as a
result of the claim under the Policy to the extent necessary to make
distributions on the Class A-6 Certificates equal to the Class A-6 Distribution
Deficiency on such Distribution Date shall be withdrawn from the Policy Payments
Account and applied by the Trustee to the payment in full of the Class A-6
Distribution Deficiency. Any funds deposited into the Policy Payments Account in
respect of the Class A-6 Certificates that are remaining therein on the first
Business Day following a Distribution Date after the Class A-6 Distribution
Deficiency has been made to the Certificateholders of such Class shall be
remitted in immediately available funds to FSA, pursuant to the instructions of
FSA, by the end of such Business Day.
(d) The Trustee shall keep a complete and accurate record of the
Class A-6 Interest Loss Amount, the Class A-6 Principal Loss Amount and any
Non-Supported Interest Shortfall allocated to the Class A-6 Certificates once
the Reserve Fund has been depleted, paid from moneys received under the Policy.
FSA shall have the right to inspect such records at reasonable times upon one
Business Day's prior notice to the Trustee.
(e) In the event that the Trustee has received a certified copy of
an order of the appropriate court that any distributions in reduction of the
principal balance of or interest on a Class A-6 Certificate has been avoided in
whole or in part as a preference payment under applicable bankruptcy law, the
Trustee shall so notify FSA and shall comply with the provisions of the
applicable Policy to obtain payment by FSA of such avoided distribution, and
shall, at the time it provides notice to FSA, notify, by mail to Holders of the
Certificates of such Class that, in the event that any Holder's distribution is
so recovered, such Holder will be entitled to payment pursuant to the terms of
the applicable Policy, a copy of which shall be made available by the Trustee
and the Trustee shall furnish to FSA its records evidencing the distributions in
reduction of the principal balance of and interest (including any Non-Supported
Interest Shortfall described in Section 4.08(c)) on the Class A-6 Certificates,
if any, which have been made by the Trustee and subsequently recovered from
Holders, and the dates on which such distributions were made. Such payment under
the applicable Policy shall be disbursed to the receiver, conservator,
debtor-in-possession or Trustee in bankruptcy named in the order and not to the
Trustee or any Class A-6 Certificateholder directly (unless such
Certificateholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or Trustee in bankruptcy named in the order, in which case
such payment shall be disbursed to the Trustee for distribution to such
Certificateholder upon proof of such payment reasonably satisfactory to FSA).
(f) The Trustee shall promptly notify FSA of any proceeding or the
institution of any action seeking the avoidance as a preferential transfer under
applicable bankruptcy, insolvency, receivership or similar law (a "Preference
Claim") of any distribution made with respect to the Class A-6 Certificates as
to which it has actual knowledge. Each Holder of a Class A-6 Certificate, by its
purchase of such Certificates and the Trustee hereby agree that FSA (so long as
no FSA Default exists) may at any time during the continuation of any proceeding
relating to a Preference Claim direct all matters relating to such Preference
Claim, including, without limitation, (i) the direction of any appeal of any
order relating to any Preference Claim and (ii) the posting of any surety,
supersedeas or performance bond pending any such appeal. In addition and without
limitation of the foregoing, FSA shall be subrogated to the rights of the
Trustee and each Holder in the conduct of any Preference Claim, including,
without limitation, all rights of any party to an adversary proceeding or action
with respect to any court order issued in connection with any such Preference
Claim.
(g) The Trustee acknowledges, and each Holder of a Class A-6
Certificate by its acceptance of such Certificate agrees, that without any
further action on the part of FSA, FSA shall be subrogated to all of the rights
to amounts distributable to such Certificateholders in respect of Class A Unpaid
Interest Shortfalls, Non-Supported Interest Shortfalls allocated to such
Certificates and recoveries, if any, with respect to the Class A-6 Principal
Loss Amounts with respect to amounts paid under the Policy. The Class A-6
Certificateholders by acceptance of such Certificates assign their rights as
Holders of such Certificates to FSA to the extent of FSA's interest with respect
to amounts paid.
(h) The Master Servicer shall designate a FSA Contact Person who
shall be available to FSA to provide reasonable access to information regarding
the Mortgage Loans. The initial FSA Contact Person is appointed in Section
11.27.
(i) The Trustee shall surrender the Policy to FSA for cancellation
upon the expiration of the term of the Policy as provided in the Policy.
SECTION 4.09 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
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The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates, the allocation of losses to the Certificates or
otherwise, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
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(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-7,
Class A-R and Class A-LR Certificates, integral multiples of $1,000 in excess
thereof (except, if necessary, for one Certificate of each Class (other than the
Class A-7, Class A-R and Class A-LR Certificates) that evidences one Single
Certificate plus such additional principal portion as is required in order for
all Certificates of such Class to equal the aggregate Original Principal Balance
of such Class), and shall be substantially in the respective forms set forth as
Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, A-PO, A-R, A-LR, 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 A-R or Class A-LR Certificate may be transferred directly or indirectly to
a "disqualified organization" within the meaning of Code Section 860E(e)(5) or
an agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trustee with an
effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that
has delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R or Class
A-LR Certificate to it is in accordance with the requirements of the Code and
the regulations promulgated thereunder and that such transfer of the Class A-R
or Class A-LR Certificate will not be disregarded for federal income tax
purposes (any such person who is not covered by clauses (i), (ii) or (iii) above
being referred to herein as a "Non-permitted Foreign Holder"), and any such
purported transfer shall be void and have no effect. The Trustee shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class A-R or Class A-LR Certificate in
connection with any such transfer to a disqualified organization or agent
thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder
or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trustee shall accept a surrender for transfer or registration of transfer, or
register the transfer of, the Class A-R or Class A-LR Certificate, unless the
transferor shall have provided to the Trustee an affidavit, substantially in the
form attached as Exhibit H hereto, signed by the transferee, to the effect that
the transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class A-R or
Class A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class A-R or Class A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R or Class A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R or Class A-LR Certificate has been
transferred, directly or indirectly, to a disqualified organization or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, (i) such transferee shall be deemed to hold the Class
A-R or Class A-LR Certificate in constructive trust for the last transferor who
was not a disqualified organization or agent thereof, and such transferor shall
be restored as the owner of such Class A-R or Class A-LR Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Class A-R or Class A-LR Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R or Class A-LR Certificate or such agent (within 60
days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class A-R or Class A-LR Certificate (or
portion thereof) for periods after such transfer. At the election of the Master
Servicer, the cost to the Master Servicer of computing and furnishing such
information may be charged to the transferor or such agent referred to above;
however, the Master Servicer shall in no event be excused from furnishing such
information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
-------------------------------------------------
If (i) any mutilated Certificate is surrendered to the 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.
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(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 or (iv) upon the
occurrence of the events specified in Section 4.07(g), 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.
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Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER
SERVICER AND OTHERS.
-------------------------------------------------
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, including, without limitation, any legal action against the
Trustee 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, a
copy of which shall be delivered, but not addressed, to FSA. 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 (without, in the case of the Class A-6 Certificates,
giving effect to the guaranty provided by FSA); 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.
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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) (without, in the case of the Class A-6 Certificates, giving
effect to the guaranty provided by FSA) 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, 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 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.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
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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.
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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.
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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.
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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 A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-PO and Class 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-L3, Class A-L6, Class A-LPO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3,
Class B-L4, Class B-L5 and Class B-L6 Interests and the Class A-LR Certificate;
(viii) exercise reasonable care not to allow the occurrence of any "prohibited
transactions" within the meaning of Code Section 860F(a), unless the Master
Servicer shall have provided an Opinion of Counsel to the 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 A-R and Class A-LR Certificateholders for such purpose (or if
the Master Servicer is not so permitted, the Holders of the Class A-R and Class
A-LR Certificates shall be tax matters persons for the Upper-Tier REMIC and the
Lower-Tier REMIC, respectively, in accordance with the REMIC Provisions). The
Master Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for
any taxes paid by it pursuant to clause (x) of the preceding sentence, except to
the extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee shall sign the tax returns referred to in
clause (i) of the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
or the Trustee, as the case may be, for any losses, liabilities, damages, claims
or expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of either REMIC as described above. In the event
that the Trustee prepares any of the federal, state and local tax returns of
either REMIC as described above, the Trustee hereby indemnifies the Seller and
the Master Servicer for any losses, liabilities, damages, claims or expenses of
the Seller or the Master Servicer arising from the Trustee's willful
misfeasance, bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer 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.
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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 11.22. 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 A-R and Class A-LR Certificates, the amounts, if any, which
remain on deposit in the Upper-Tier Certificate Account and the Certificate
Account, respectively (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trustee of any
Periodic Advances, is insufficient to pay in full the amounts set forth in
clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the amount
available for distribution to Certificateholders shall be allocated in reduction
of the amounts otherwise distributable on the Final Distribution Date in the
same manner as Realized Losses are allocated pursuant to Sections 4.02(a) and
4.02(g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders. 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 and with respect
to amendments affecting the rights or obligations of FSA, with the consent of
FSA, 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 (without, in the case of the Class A-6
Certificates, giving effect to the guaranty provided by FSA).
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 FSA (only with respect to amendments affecting the rights or obligations of
FSA) and 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 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, (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 and (iv) in the case of FSA, to Financial Security Assurance
Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Structured Finance
Department; Confirmation: 000-000-0000; Telecopy: 000-000-0000 (in each case in
which notice or other communication to FSA refers to an Event of Default or a
claim under the policy or with respect to which failure on the part of FSA to
respond shall be deemed to constitute consent or acceptance, then a copy of such
notice or other communication should also be sent to the attention of the
General Counsel and shall be marked to indicate "URGENT MATERIAL ENCLOSED"). 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 AND FSA.
------------------------------------------
(a) The Trustee shall give prompt notice to each Rating Agency and
FSA 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 and FSA 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 and FSA:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
------------------
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
------------------
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CLASS A FIXED PASS-THROUGH RATE.
-------------------------------
The Class A Fixed Pass-Through Rate is 6.500% per annum.
SECTION 11.02 CUT-OFF DATE.
------------
The Cut-Off Date for the Certificates is August 1, 2001.
SECTION 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
----------------------------------------
The Cut-Off Date Aggregate Principal Balance is $400,290,111.82.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
---------------------------
The Original Class A Percentage is 96.49961604%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS A
CERTIFICATES.
-----------------------------------------------------
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class A-1 $165,243,000.00
Class A-2 $25,000,000.00
Class A-3 $37,500,000.00
Class A-4 $75,000,000.00
Class A-5 $40,000,000.00
Class A-6 $43,500,000.00
Class A-PO $36,602.17
Class A-R $50.00
Class A-LR $50.00
SECTION 11.05(A) ORIGINAL NOTIONAL AMOUNT.
------------------------
The Original Notional Amount is $267,692.31.
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
-----------------------------------------
The Original Class A Non-PO Principal Balance is $386,243,100.00.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
--------------------------------
The Original Subordinated Percentage is 3.50038396%.
SECTION 11.08 ORIGINAL CLASS B-1 PERCENTAGE.
-----------------------------
The Original Class B-1 Percentage is 1.80010914%.
SECTION 11.09 ORIGINAL CLASS B-2 PERCENTAGE.
-----------------------------
The Original Class B-2 Percentage is 0.70005632%.
SECTION 11.10 ORIGINAL CLASS B-3 PERCENTAGE.
-----------------------------
The Original Class B-3 Percentage is 0.35002816%.
SECTION 11.11 ORIGINAL CLASS B-4 PERCENTAGE.
-----------------------------
The Original Class B-4 Percentage is 0.30005983%.
SECTION 11.12 ORIGINAL CLASS B-5 PERCENTAGE.
-----------------------------
The Original Class B-5 Percentage is 0.14990499%.
SECTION 11.13 ORIGINAL CLASS B-6 PERCENTAGE.
-----------------------------
The Original Class B-6 Percentage is 0.20022551%.
SECTION 11.14 ORIGINAL CLASS B PRINCIPAL BALANCE.
----------------------------------
The Original Class B Principal Balance is $14,010,409.65.
SECTION 11.15 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 $7,205,000.00
Class B-2 $2,802,000.00
Class B-3 $1,401,000.00
Class B-4 $1,201,000.00
Class B-5 $600,000.00
Class B-6 $801,409.65
SECTION 11.16 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-1 Fractional Interest is 1.70027482%.
SECTION 11.17 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-2 Fractional Interest is 1.00021849%.
SECTION 11.18 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-3 Fractional Interest is 0.65019033%.
SECTION 11.19 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-4 Fractional Interest is 0.35013050%.
SECTION 11.20 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-5 Fractional Interest is 0.20022551%.
SECTION 11.21 CLOSING DATE.
------------
The Closing Date is August 30, 2001.
SECTION 11.22 RIGHT TO PURCHASE.
-----------------
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $40,029,011.18 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23 WIRE TRANSFER ELIGIBILITY.
-------------------------
With respect to the Class A (other than the Class A-7, Class A-PO,
Class A-R and Class 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 A-7 Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 100% Percentage Interest. The
Class A-PO, Class A-R and Class A-LR Certificates are not eligible for wire
transfer.
SECTION 11.24 SINGLE CERTIFICATE.
------------------
A Single Certificate for each Class of Class A Certificates (other
than the Class A-6, Class A-7, Class A-PO, Class A-R and Class A-LR
Certificates) represents a $25,000 Denomination. A Single Certificate for the
Class A-6 Certificates represents a $1,000 Denomination. A Single Certificate
for the Class A-7 Certificates represents a $267,692 Denomination. A Single
Certificate for the Class A-PO Certificates represents a $36,602 Denomination. A
Single Certificate for the Class A-R and Class A-LR Certificates represents a
$50 Denomination. A Single Certificate for the Class B-1, Class B-2 and Class
B-3 Certificates represents a $100,000 Denomination. A Single Certificate for
the Class B-4, Class B-5 and Class B-6 Certificates represents a $250,000
Denomination.
SECTION 11.25 SERVICING FEE RATE.
------------------
The rate used to calculate the Servicing Fee for each Mortgage Loan
is 0.250% per annum.
SECTION 11.26 MASTER SERVICING FEE RATE.
-------------------------
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
SECTION 11.27 FSA CONTACT PERSON.
------------------
The initial FSA Contact Person is Xxxxxxx Xxxxxx, Vice President of
the Seller.
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 FREDERICK )
On this 30th day of August, 2001, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxx X. Xxxxxx, known to me who,
being by me duly sworn, did depose and say that she resides in Potomac,
Maryland; that she is a Vice President of Xxxxx Fargo Asset Securities
Corporation, a Delaware corporation, one of the parties that executed the
foregoing instrument; and that she signed her name thereto by order of the Board
of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXXXXX )
On this 30th day of August, 2001, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxx X. Xxxxxxx, known to me
who, being by me duly sworn, did depose and say that she resides in Frederick,
Maryland; that she is a Vice President of Xxxxx Fargo Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said association.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF )
On this 30th day of August, 2001, before me, a notary public in and
for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
__________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY
OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 2001
CUSIP No.: 00000X XX 8 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes
any successor entity under the Agreement referred to below). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of August
30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First
Union National Bank, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed
to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-1
Certificates required to be distributed to Holders of the Class A-1
Certificates on such Distribution Date, subject to adjustment in certain
events as specified in the Agreement. Distributions in reduction of the
Principal Balance of certain Classes of Class A Certificates may not commence
on the first Distribution Date specified above. Distributions of principal
will be allocated among the Classes of Class A Certificates in accordance
with the provisions of the Agreement. The pass-through rate on the Class A-1
Certificates applicable to each Distribution Date will be 6.500% per annum.
The amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register,
unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Pooling and Servicing
Agreement and such Person has notified the Master Servicer pursuant to the
Pooling and Servicing Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
specified by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of
1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY
OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 2001
CUSIP No.: 94977J AB 6 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes
any successor entity under the Agreement referred to below). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of August
30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First
Union National Bank, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed
to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-2
Certificates required to be distributed to Holders of the Class A-2
Certificates on such Distribution Date, subject to adjustment in certain
events as specified in the Agreement. Distributions in reduction of the
Principal Balance of certain Classes of Class A Certificates may not commence
on the first Distribution Date specified above. Distributions of principal
will be allocated among the Classes of Class A Certificates in accordance
with the provisions of the Agreement. The pass-through rate on the Class A-2
Certificates applicable to each Distribution Date will be 6.500% per annum.
The amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register,
unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Pooling and Servicing
Agreement and such Person has notified the Master Servicer pursuant to the
Pooling and Servicing Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
specified by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of
1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY
OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 2001
CUSIP No.: 94977J AC 4 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes
any successor entity under the Agreement referred to below). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of August
30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First
Union National Bank, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed
to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-3
Certificates required to be distributed to Holders of the Class A-3
Certificates on such Distribution Date, subject to adjustment in certain
events as specified in the Agreement. Distributions in reduction of the
Principal Balance of certain Classes of Class A Certificates may not commence
on the first Distribution Date specified above. Distributions of principal
will be allocated among the Classes of Class A Certificates in accordance
with the provisions of the Agreement. The pass-through rate on the Class A-3
Certificates applicable to each Distribution Date will be 6.000% per annum.
The amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register,
unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Pooling and Servicing
Agreement and such Person has notified the Master Servicer pursuant to the
Pooling and Servicing Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
specified by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of
1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY
OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 2001
CUSIP No.: 94977J AD 2 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes
any successor entity under the Agreement referred to below). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of August
30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First
Union National Bank, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed
to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-4
Certificates required to be distributed to Holders of the Class A-4
Certificates on such Distribution Date, subject to adjustment in certain
events as specified in the Agreement. Distributions in reduction of the
Principal Balance of certain Classes of Class A Certificates may not commence
on the first Distribution Date specified above. Distributions of principal
will be allocated among the Classes of Class A Certificates in accordance
with the provisions of the Agreement. The pass-through rate on the Class A-4
Certificates applicable to each Distribution Date will be 6.750% per annum.
The amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register,
unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Pooling and Servicing
Agreement and such Person has notified the Master Servicer pursuant to the
Pooling and Servicing Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
specified by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY
OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 2001
CUSIP No.: 94977J AE 0 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes
any successor entity under the Agreement referred to below). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of August
30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First
Union National Bank, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed
to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-5
Certificates required to be distributed to Holders of the Class A-5
Certificates on such Distribution Date, subject to adjustment in certain
events as specified in the Agreement. Distributions in reduction of the
Principal Balance of certain Classes of Class A Certificates may not commence
on the first Distribution Date specified above. Distributions of principal
will be allocated among the Classes of Class A Certificates in accordance
with the provisions of the Agreement. The pass-through rate on the Class A-5
Certificates applicable to each Distribution Date will be 6.500% per annum.
The amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class 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 A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY
OR (EXCEPT AS PROVIDED HEREIN) 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: August 1, 2001
CUSIP No.: 94977J AF 7 First Distribution Date: September 25, 2001
Original Percentage Interest Denomination: $
evidenced by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes
any successor entity under the Agreement referred to below). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of August
30, 2000 (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 amount of interest to be distributed to Holders of Class
A-6 Certificates on such Distribution Date as specified in the Agreement.
Distributions of principal will be made to the Holders of the Class A-6
Certificates as described below and in the Agreement. Prior to the
Distribution Date, if any, on which FSA fails to make a required principal
payment under the Policy, distributions in reduction of the Principal Balance
of this Certificate (including amounts paid in respect of such losses under
the Policy as defined below) will be made only in lots equal to $1,000
initial principal balance and in accordance with the priorities and
procedures set forth in Section 4.07 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random
lot. On and after such Distribution Date, distributions in reduction of
principal balance will be made as provided in the Agreement. Distributions
in reduction of the Principal Balance of certain Classes of Class A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Class A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-6 Certificates applicable to each
Distribution Date will be 6.400% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-6 Certificates, as described
in the Agreement.
The Class A-6 Certificates will be entitled to the benefits of a
Financial Guaranty Insurance Policy issued by FSA (the "Policy") to the
extent described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register,
unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Pooling and Servicing
Agreement and such Person has notified the Master Servicer pursuant to the
Pooling and Servicing Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
specified by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY
OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN
THE INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 2001
CUSIP No.: 94977J AG 5 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $_______ (Initial
by this Certificate: % Notional Amount)
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-7 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes
any successor entity under the Agreement referred to below). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of August
30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First
Union National Bank, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed
to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-7
Certificates required to be distributed to Holders of the Class A-7
Certificates on such Distribution Date, subject to adjustment in certain
events as specified in the Agreement. The Class A-7 Certificates are not
entitled to distributions in respect of principal. Interest will accrue on
the Class A-7 Certificates each month in an amount equal to the product of
(i) 1/12th of 6.500% and (ii) the Notional Amount as of the related
Distribution Date. The amount of interest which accrues on this Certificate
in any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses
allocated to the Class 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 on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender
of this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of
1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19, CLASS A-PO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: August 1, 2001
CUSIP No.: 94977J AH 3 First Distribution Date: September 25, 2001
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: September 25,
2031
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class A-PO Certificates with
respect to a Trust Estate consisting of a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), formed by Xxxxx
Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement
dated as of August 30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo
Bank Minnesota, National Association, as master servicer (the "Master
Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Distribution Amount for the Class A-PO Certificates
required to be distributed to Holders of the Class A-PO Certificates on such
Distribution Date, subject to adjustment in certain events as specified in
the Agreement. The Class A-PO Certificates are not entitled to distributions
in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of
1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________
Authorized Officer
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS
CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH
IN SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE
REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE
EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A DISQUALIFIED ORGANIZATION, AS
SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), AN AGENT (INCLUDING A
BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED ORGANIZATION OR A
NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE POOLING
AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A
"TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE
F OF THE CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX
MATTERS PERSON OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH
IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (COLLECTIVELY, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY
OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 2001
CUSIP No.: 94977J AJ 9 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of August 30, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
specified by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS
CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH
IN SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE
REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE
EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A DISQUALIFIED ORGANIZATION, AS
SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), AN AGENT (INCLUDING A
BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED ORGANIZATION OR A
NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE POOLING
AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A
"TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE
F OF THE CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX
MATTERS PERSON OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH
IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (COLLECTIVELY, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY
OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 2001
CUSIP No.: 94977J AK 6 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-LR Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes
any successor entity under the Agreement referred to below). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of August
30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer") and First
Union National Bank, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed
to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-LR
Certificate required to be distributed to the Holder of the Class A-LR
Certificate on such Distribution Date, subject to adjustment in certain
events as specified in the Agreement. Distributions in reduction of the
Principal Balance of certain Classes of Class A Certificates may not commence
on the first Distribution Date specified above. Distributions of principal
will be allocated among the Classes of Class A Certificates in accordance
with the provisions of the Agreement. The pass-through rate on the Class A-LR
Certificate applicable to each Distribution Date will be 6.500% per annum.
The amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class 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 AND FSA AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: August 1, 2001
CUSIP No.: 94977J AL 4 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-1 Certificates with
respect to a Trust Estate consisting of a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Xxxxx Fargo
Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of August 30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")
and First Union National Bank, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
FSA as specified in the Agreement, any Class B-1 Distribution Amount required
to be distributed to Holders of the Class B-1 Certificates on such
Distribution Date, subject to adjustment, in certain events, as specified in
the Agreement. The pass-through rate on the Class B-1 Certificates applicable
to each Distribution Date will be 6.500% per annum. The amount of interest
which accrues on this Certificate in any month will be subject to reduction
with respect to any Non-Supported Interest Shortfall and the interest portion
of certain Realized Losses allocated to the Class 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 THE CLASS A
CERTIFICATES, FSA AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19, 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: August 1, 2001
CUSIP No.: 94977J AM 2 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-2 Certificates with
respect to a Trust Estate consisting of a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Xxxxx Fargo
Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of August 30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")
and First Union National Bank, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates, FSA
and each Class of Class B Certificates bearing a lower numerical designation
as specified in the Agreement, any Class B-2 Distribution Amount required to
be distributed to Holders of the Class B-2 Certificates on such Distribution
Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-2 Certificates applicable to
each Distribution Date will be 6.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class 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, FSA, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19, CLASS B-3
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: August 1, 2001
CUSIP No.: 94977J AN 0 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-3 Certificates with
respect to a Trust Estate consisting of a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Xxxxx Fargo
Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of August 30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")
and First Union National Bank, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates, FSA
and each Class of Class B Certificates bearing a lower numerical designation
as specified in the Agreement, any Class B-3 Distribution Amount required to
be distributed to Holders of the Class B-3 Certificates on such Distribution
Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-3 Certificates applicable to
each Distribution Date will be 6.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class 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, FSA, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND
THE CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED
TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER
(A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19, CLASS B-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: August 1, 2001
CUSIP No.: 94977J AP 5 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-4 Certificates with
respect to a Trust Estate consisting of a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Xxxxx Fargo
Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of August 30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")
and First Union National Bank, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates, FSA
and each Class of Class B Certificates bearing a lower numerical designation
as specified in the Agreement, any Class B-4 Distribution Amount required to
be distributed to Holders of the Class B-4 Certificates on such Distribution
Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-4 Certificates applicable to
each Distribution Date will be 6.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class 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, FSA, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES,
THE CLASS B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED
TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER
(A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19, CLASS B-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: August 1, 2001
CUSIP No.: 94977J AQ 3 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-5 Certificates with
respect to a Trust Estate consisting of a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Xxxxx Fargo
Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of August 30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")
and First Union National Bank, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates, FSA
and each Class of Class B Certificates bearing a lower numerical designation
as specified in the Agreement, any Class B-5 Distribution Amount required to
be distributed to Holders of the Class B-5 Certificates on such Distribution
Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-5 Certificates applicable to
each Distribution Date will be 6.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class 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, FSA, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES,
THE CLASS B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED
TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER
(A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-19, CLASS B-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: August 1, 2001
CUSIP No.: 94977J AR 1 First Distribution Date: September 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2031
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-6 Certificates with
respect to a Trust Estate consisting of a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans") formed by Xxxxx Fargo
Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of August 30, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer")
and First Union National Bank, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to such terms in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
last Business Day of the month preceding the month of such distribution, in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates, FSA
and each Class of Class B Certificates bearing a lower numerical designation
as specified in the Agreement, any Class B-6 Distribution Amount required to
be distributed to Holders of the Class B-6 Certificates on such Distribution
Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-6 Certificates applicable to
each Distribution Date will be 6.500% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-6 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register,
unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Pooling and Servicing
Agreement and such Person has notified the Master Servicer pursuant to the
Pooling and Servicing Agreement that such payments are to be made by wire
transfer of immediately available funds. Notwithstanding the above, the final
distribution in reduction of the Principal Balance of this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
specified by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is
desired to be made by the Holder hereof, (i) the transferee will be required
to execute an investment letter in the form described in the Agreement and
(ii) if such transfer is to be made within three years from the later of (a)
the date of initial issuance of the Certificates or (b) the last date on
which the Seller or any affiliate thereof was a Holder of the Certificates
proposed to be transferred, and unless such transfer is made in reliance on
Rule 144A of the Securities Act of 1933, as amended, the Trustee or the
Seller may require the Holder to deliver an opinion of counsel acceptable to
and in form and substance satisfactory to the Trustee and the Seller that
such transfer is exempt (describing the applicable exemption and the basis
therefor) from or is being made pursuant to the registration requirements of
the Securities Act of 1933, as amended, and of any applicable statute of any
state. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Seller, the Master Servicer, and
any Paying Agent acting on behalf of the Trustee against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such Federal and state laws. In connection with any such transfer, the
Trustee will also require (i) a representation letter, in the form as
described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan,
(a) an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller with respect to certain matters
and (b) such other documentation as the Seller or the Master Servicer may
require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of
1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2001-19 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-19
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 August 30, 2001
relating to the issuance of Mortgage Pass-Through Certificates, Series
2001-19 (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:
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.
Custody of Mortgage Documents
Section 1.1 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 1.2 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 1.3 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 1.4 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 1.5 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 1.6 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.
Concerning the Custodian
Section 1.7 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 1.8 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 1.9 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 1.10 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 1.11 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 1.12 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 1.13 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.
Miscellaneous Provisions
Section 1.14 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 1.15 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 1.16 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 1.17 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 1.18 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
Xxxxxxxxx, Xxxxxxxx 00000 By:_____________________________
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 X-0
XXXXX
XXXXX 0000-00 XXXXXXX F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
-------- -------------------------------- ------ --------- -------- -------- --------- -------- --------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- -------------------------------- ------ --------- -------- -------- --------- -------- --------
4212017 XXXXXXXXXXXX XX 00000 SFD 7.750 6.500 $2,579.09 360 1-Jul-31
4212053 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $4,489.39 360 1-Jul-31
4212067 XXX XXXXXX XX 00000 SFD 7.500 6.500 $3,391.19 360 1-Jul-31
4237361 XXXX XX 00000 SFD 7.250 6.500 $2,155.68 360 1-Jul-31
4237432 XXXXX XXXXXXX XX 00000 SFD 7.750 6.500 $2,113.42 360 1-Aug-31
4237436 XXXXXXX XX 00000 SFD 7.125 6.500 $2,694.87 360 1-Jul-31
4237531 XXXXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,952.29 360 1-Jul-31
4237538 XXX XXXXX XX 00000 SFD 7.375 6.500 $2,842.82 360 1-Jul-31
4237642 XXXXXXX XX 00000 SFD 7.500 6.500 $2,923.42 360 1-Aug-31
4237645 XXX XXXXXX XX 00000 SFD 7.000 6.500 $3,093.66 360 1-Jul-31
4237716 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,526.43 360 1-Jul-31
4237722 XXXXXXXXXX XX 00000 SFD 7.625 6.500 $2,351.29 360 1-Jul-31
4237725 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,048.70 360 1-Jul-31
4237787 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,366.10 360 1-Aug-31
4237978 XXXXXX XXXX XX 00000 SFD 7.625 6.500 $2,477.28 360 1-Aug-31
4238063 XXXXXXXXX XX 00000 SFD 8.500 6.500 $1,477.85 360 1-Jul-31
4238089 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,449.07 360 1-Jun-31
4238095 XXXXXXXXXXXX XX 00000 SFD 7.750 6.500 $1,182.09 360 1-Jul-31
4238233 XXXXXXXXXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,701.77 360 1-Aug-31
4238261 XXXXXXXXX XX 00000 SFD 7.875 6.500 $2,131.71 360 1-Aug-31
4238463 XXXXXXXX XX 00000 SFD 7.625 6.500 $4,600.66 360 1-Aug-31
4238469 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $4,489.39 360 1-Aug-31
4238693 XXXXXXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,913.63 360 1-Jul-31
4238743 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,335.85 360 1-Jul-31
4238760 XXXXX XX 00000 SFD 7.500 6.500 $3,597.46 360 1-Jun-31
4238818 XXXXXX XXXX XX 00000 SFD 7.375 6.500 $2,536.16 360 1-Aug-31
4238890 XXXX XXXXXX XX 00000 LCO 7.375 6.500 $1,996.06 360 1-Aug-31
4238961 XXXXXXX XX 00000 SFD 7.625 6.500 $2,441.89 360 1-Jul-31
4238995 XXXXXXXXXX XXXXX XX 00000 SFD 7.875 6.500 $2,791.52 360 1-Jul-31
4239560 XXXXXXXXX XX 00000 SFD 7.500 6.500 $6,817.34 360 1-Aug-31
4239699 XXXXXXXXX XX 00000 SFD 7.875 6.500 $3,538.34 360 1-Jul-31
4239781 XXXXXXX XXX XX 00000 SFD 7.250 6.500 $1,950.34 360 1-Apr-31
4239857 XXX XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,300.33 360 1-Aug-31
4239872 XXXXXXXX XX 00000 SFD 7.625 6.500 $2,371.11 360 1-Jul-31
4240048 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,344.85 360 1-Jul-31
4240205 XXXXXXX XX 00000 SFD 7.625 6.500 $3,383.26 360 1-Aug-31
4240380 XXXX XXXXX XX 00000 LCO 7.500 6.500 $2,422.78 360 1-Jul-31
4240554 XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,378.19 360 1-Mar-31
4240564 XXXXX XXXX XX 00000 SFD 7.375 6.500 $3,232.36 360 1-Jul-31
4240598 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,421.73 360 1-Aug-31
4241448 XXXXXX XX 00000 SFD 7.250 6.500 $2,303.03 360 1-Jun-31
4241654 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $3,069.55 360 1-Aug-31
4241852 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,688.48 360 1-Aug-31
4241887 XXXXXXXX XX 00000 SFD 7.750 6.500 $3,582.06 360 1-Jun-31
4241889 XXXXXXXX XX 00000 SFD 7.750 6.500 $2,070.43 360 1-Jun-31
4241902 XXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,969.91 360 1-Jul-31
4241903 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,359.35 360 1-May-31
4241910 XXXXXXX XX 00000 SFD 7.375 6.500 $3,032.06 360 1-Jun-31
4241924 XX. XXXXX XX 00000 PUD 7.500 6.500 $2,440.26 360 1-Jun-31
4241925 XXXXX XXXX XX 00000 HCO 7.500 6.500 $3,691.15 360 1-Jun-31
4241975 XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,249.35 360 1-Jun-31
4241991 XXXX XXXXXX XX 00000 SFD 7.750 6.500 $3,066.24 360 1-Jun-31
4242013 XXXX XXXXXX XX 00000 SFD 7.125 6.500 $3,537.02 360 1-Jun-31
4242035 XXXXXXX XX 00000 PUD 7.625 6.500 $2,765.00 360 1-Jun-31
4242051 XXXXXXXX XX 00000 SFD 7.250 6.500 $4,174.92 360 1-Jun-31
4242063 XXX XXXXXX XX 00000 SFD 7.375 6.500 $2,624.57 360 1-Jun-31
4242073 XXXXXXX XX 00000 SFD 7.375 6.500 $2,486.43 360 1-Jun-31
4242097 XXXXXXXXXXX XX 00000 SFD 8.750 6.500 $4,741.84 360 1-Jun-31
4242113 XXXXXXXXX XX 00000 LCO 7.250 6.500 $2,455.83 360 1-Jun-31
4242156 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,849.03 360 1-Jun-31
4242162 XXXXXXXXXX XX 00000 PUD 7.125 6.500 $2,220.58 360 1-May-31
4242172 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $3,335.96 360 1-Jun-31
4242198 XXXXX XXXXX XXXXXX XX 00000 LCO 7.375 6.500 $2,983.72 360 1-Jun-31
4242207 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,250.72 360 1-May-31
4242233 XXXXXX XX 00000 SFD 7.625 6.500 $2,937.34 360 1-Jun-31
4242256 XXXXXXX XX 00000 SFD 8.000 6.500 $3,533.08 360 1-Apr-31
4242303 XXXXXXXX XX 00000 SFD 8.125 6.500 $2,672.99 360 1-Aug-31
4242366 XXXXXXX XX 00000 SFD 7.250 6.500 $2,135.21 360 1-May-31
4242398 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,740.93 360 1-Jul-31
4242490 XXX XXXX XX 00000 SFD 7.500 6.500 $2,552.14 360 1-Aug-31
4242535 XXXXXXXX XX 00000 SFD 7.625 6.500 $5,308.46 360 1-Jul-31
4242564 XXX XXXXXX XX 00000 SFD 7.375 6.500 $2,914.65 360 1-Jul-31
4242622 XXXXXXX XX 00000 SFD 7.500 6.500 $4,881.57 360 1-Aug-31
4242661 XXXXX XXXX XX 00000 SFD 7.125 6.500 $2,694.88 360 1-Aug-31
4242678 XXXXXXX XXXX XX 00000 SFD 7.250 6.500 $2,232.08 360 1-May-31
4242717 XXXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,967.14 360 1-May-31
4242739 XXXXXXX XX 00000 SFD 7.125 6.500 $2,371.49 360 1-May-31
4242745 XXX XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,728.71 360 1-Jul-31
4242779 XXX XXXXXX XX 00000 SFD 7.375 6.500 $2,659.10 360 1-May-31
4242782 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,002.96 360 1-Jun-31
4242794 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,387.62 360 1-May-31
4242804 XXXXXXX XX 00000 SFD 7.125 6.500 $3,950.69 360 1-Jun-31
4242812 XXXXXXX XX 00000 SFD 7.250 6.500 $2,189.79 360 1-Jun-31
4242824 XXXXXX XXXXXX XX 00000 SFD 7.125 6.500 $2,703.30 360 1-May-31
4242825 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,810.57 360 1-Jun-31
4242835 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,279.23 360 1-May-31
4242847 XXXXXXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,996.13 360 1-May-31
4242866 XXXXXX XXXX XXXXXX XX 00000 SFD 7.875 6.500 $2,820.52 360 1-Jun-31
4242867 XXXXX XXXXXXXX XX 00000 SFD 7.500 6.500 $2,677.99 360 1-Apr-31
4242873 XXXXXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $2,229.35 360 1-Jun-31
4242881 XXXXXXXXXXX XX 00000 SFD 7.625 6.500 $2,824.10 360 1-May-31
4243038 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,575.91 360 1-Aug-31
4243082 XXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,745.08 360 1-Jul-31
4243132 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,387.62 360 1-May-31
4243146 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,592.27 360 1-May-31
4243155 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,271.65 360 1-Jun-31
4243177 XXXXXXX XXX XX 00000 SFD 7.375 6.500 $2,442.23 360 1-Jun-31
4243180 XXX XXXX XX 00000 SFD 7.625 6.500 $2,372.52 360 1-Jun-31
4243196 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,141.09 360 1-Apr-31
4243211 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,887.02 360 1-Jun-31
4243225 XXXXXX XX 00000 SFD 7.125 6.500 $2,117.50 360 1-May-31
4243228 XXXXXXX XX 00000 SFD 7.500 6.500 $2,617.86 360 1-Jun-31
4243238 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360 1-May-31
4243244 XXXXX XXXXXX XX 00000 PUD 7.375 6.500 $3,011.34 360 1-Jun-31
4243248 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,106.56 360 1-May-31
4243255 XXXXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360 1-May-31
4243258 XXXXX XX 00000 SFD 7.375 6.500 $2,403.55 360 1-Jun-31
4243264 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,634.24 360 1-May-31
4243274 XXXXXX XX 00000 SFD 7.250 6.500 $2,728.71 360 1-Apr-31
4243294 XXXX XXXX XXXX XX 00000 SFD 7.625 6.500 $2,824.10 360 1-May-31
4243302 XXXXXXX XX 00000 SFD 7.250 6.500 $3,410.88 360 1-May-31
4243321 XXX XXXXX XX 00000 SFD 7.625 6.500 $3,176.58 360 1-Jun-31
4243326 XXXXXX XXXX XX 00000 SFD 7.625 6.500 $3,335.13 360 1-Jun-31
4243343 XXXX XXXXX XX 00000 SFD 7.250 6.500 $1,933.97 360 1-Jun-31
4243345 XXXXX XX 00000 SFD 7.250 6.500 $2,094.28 360 1-Jun-31
4243357 XXXXX XXXX XX 00000 SFD 8.000 6.500 $2,512.41 360 1-Jun-31
4243367 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,919.71 360 1-May-31
4243383 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,161.29 360 1-May-31
4243388 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,919.71 360 1-Jun-31
4243396 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,798.96 360 1-May-31
4243397 XXXXXXX XX 00000 SFD 7.125 6.500 $3,190.06 360 1-May-31
4243400 XXXXX XXXX XX 00000 SFD 7.375 6.500 $2,099.65 360 1-Jun-31
4243402 XXXX XXXXX XX 00000 SFD 7.250 6.500 $2,386.25 360 1-May-31
4243406 XXXXXX XX 00000 HCO 7.375 6.500 $2,161.81 360 1-May-31
4243423 MOUNTAIN XXXXX XX 00000 SFD 7.250 6.500 $2,728.71 360 1-May-31
4243427 XXXXX XX 00000 SFD 7.000 6.500 $3,259.98 360 1-May-31
4243451 XXXXXXXXXXX XX 00000 SFD 7.500 6.500 $3,382.45 360 1-Jun-31
4243468 XXXXXXXXXXX XX 00000 SFD 7.500 6.500 $3,705.84 360 1-Jul-31
4243475 XXXXXXXXX XX 00000 SFD 7.625 6.500 $3,538.97 360 1-Jun-31
4243490 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,110.72 360 1-May-31
4243497 XXXXXX XX 00000 SFD 7.375 6.500 $2,831.77 360 1-Jun-31
4243519 GLENN XXXX XX 00000 SFD 7.500 6.500 $2,461.24 360 1-Jun-31
4243528 XXXXXXX XX 00000 SFD 7.250 6.500 $2,974.29 360 1-Jun-31
4243547 XXXXXXX XX 00000 SFD 7.625 6.500 $2,378.19 360 1-Jun-31
4243566 XXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,160.19 360 1-Jun-31
4243591 XXXXXXXXX XX 00000 SFD 7.000 6.500 $4,324.47 360 1-Jun-31
4243607 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,701.42 360 1-Jul-31
4243627 XXXXXXXXX XXXXX XX 00000 SFD 7.500 6.500 $1,989.27 360 1-May-31
4243637 XXXX XXXXXX XX 00000 SFD 7.625 6.500 $2,593.36 360 1-Jun-31
4243646 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,723.09 360 1-Jul-31
4243676 XXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,231.57 360 1-Jun-31
4243849 XXXXXX XX 00000 SFD 7.375 6.500 $3,063.83 360 1-Jul-31
4243881 XXX XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,088.00 360 1-Aug-31
4243926 XXXXXXX XX 00000 LCO 7.750 6.500 $2,647.86 360 1-Jul-31
4243942 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,657.02 360 1-Aug-31
4244003 WYCKOFF NJ 07481 SFD 7.125 6.500 $2,236.75 360 1-Jun-31
4244017 XXXX XXXXXXX XX 00000 SFD 7.125 6.500 $2,498.15 360 1-Jun-31
4244061 XXX XXXX XX 00000 SFD 7.250 6.500 $2,488.58 360 1-May-31
4244093 XXXXXX XX 00000 SFD 7.500 6.500 $2,237.49 360 1-Jun-31
4244143 XXXXXXXX XX 00000 SFD 7.500 6.500 $3,237.37 360 1-May-31
4244144 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,109.63 360 1-May-31
4244176 XXXX XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,348.30 360 1-May-31
4244201 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,212.98 360 1-Jun-31
4244217 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,430.25 360 1-May-31
4244233 XXXXXX XX 00000 SFD 6.750 6.483 $1,879.77 360 1-May-31
4244242 XXXXXX XX 00000 PUD 7.375 6.500 $2,464.12 360 1-Jun-31
4244245 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,390.35 360 1-May-31
4244256 XX XXXXX XX 00000 SFD 7.250 6.500 $3,213.05 360 1-Jun-31
4244262 XXXXXX XX 00000 SFD 7.250 6.500 $2,043.12 360 1-May-31
4244271 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $3,177.11 360 1-May-31
4244275 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360 1-May-31
4244286 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,445.60 360 1-May-31
4244287 XXXXX XX 00000 SFD 7.375 6.500 $3,094.22 360 1-Jun-31
4244288 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,064.61 360 1-May-31
4244297 XXXXXX XX 00000 SFD 7.625 6.500 $2,725.01 360 1-Jun-31
4244304 XXXXX XX 00000 SFD 7.250 6.500 $3,056.15 360 1-May-31
4244308 XXXXXXX XX 00000 SFD 7.000 6.500 $3,060.39 360 1-Jun-31
4244320 XXXXX XX XX 00000 PUD 7.000 6.500 $2,182.20 360 1-May-31
4244324 XXXXXXXXXX XX 00000 SFD 7.625 6.500 $2,972.73 360 1-Jun-31
4244333 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,087.46 360 1-Jun-31
4244353 XXXXXXX XX 00000 PUD 7.375 6.500 $2,631.47 360 1-May-31
4244495 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,810.57 360 1-Jun-31
4244502 XXXXXXX XX 00000 SFD 7.625 6.500 $2,887.80 360 1-Jul-31
4244507 XXXXXX XX 00000 SFD 8.250 6.500 $4,882.48 360 1-Jun-31
4244516 XXXXXXX XX 00000 MF2 7.125 6.500 $2,980.53 360 1-Jun-31
4244523 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,088.53 360 1-May-31
4244534 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,558.16 360 1-May-31
4244550 XXXXXXX XX 00000 SFD 7.375 6.500 $3,232.36 360 1-Jun-31
4244566 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,482.98 360 1-May-31
4244571 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $3,035.68 360 1-May-31
4244582 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360 1-May-31
4244600 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,455.83 360 1-Jun-31
4244787 XXXX XXXX XX 00000 SFD 7.875 6.500 $2,827.78 360 1-Aug-31
0000000 XXXXX XXXXXXXX XX 00000 SFD 7.625 6.500 $2,831.17 360 1-Jun-31
4244868 XXXXX XXXXXX XX 00000 LCO 7.125 6.500 $2,745.41 360 1-Jul-31
4245020 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $1,994.44 360 1-May-31
4245063 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,293.63 360 1-Jun-31
4245088 XXXXXXXXX XXXXXXXX XX 00000 SFD 7.500 6.500 $2,171.41 360 1-Jun-31
4245104 XXXXXXXX XX 00000 SFD 7.625 6.500 $1,970.50 360 1-May-31
4245196 XXXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,020.23 360 1-Aug-31
4245249 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,240.41 360 1-Jul-31
4245250 XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,292.12 360 1-Aug-31
4245305 XXXXXXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,451.90 360 1-Jun-31
4245333 XXXXXXX XX XXXX XXX XX 00000 LCO 7.750 6.500 $2,149.24 360 1-Jun-31
4245355 VILLAGE OF XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,101.10 360 1-Jun-31
4245368 XXXXXXXX XXXXXXX XX 00000 SFD 7.500 6.500 $3,447.13 360 1-Jul-31
4245389 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,154.22 360 1-Jun-31
4245421 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,410.89 360 1-Aug-31
4245425 XXXXXXXX XXXXXXXX XX 00000 SFD 7.375 6.500 $2,576.22 360 1-Jun-31
4245464 XXXXXXX XX XXXXXXXX XX 00000 SFD 7.125 6.500 $2,048.10 360 1-Jun-31
4245475 XXXXX XX 00000 SFD 7.125 6.500 $2,560.13 360 1-Jul-31
4245584 XXXXXX XX 00000 SFD 7.250 6.500 $2,387.62 360 1-Jul-31
4245721 XXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $6,821.77 360 1-Aug-31
4245828 XXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $4,434.15 360 1-Jul-31
4245967 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,993.87 360 1-Aug-31
4246015 XXXXXXXXX XX 00000 SFD 7.500 6.500 $3,691.86 360 1-Aug-31
4246198 SPRAY XXXXX XX 00000 SFD 7.000 6.500 $6,653.03 360 1-Jul-31
4246267 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,694.88 360 1-Aug-31
4246323 XXXXXX XX 00000 SFD 8.000 6.500 $4,769.47 360 1-Aug-31
4246334 XXX XXXXXXX XX 00000 SFD 7.625 6.500 $3,391.75 360 1-Jul-31
4246489 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,699.38 360 1-Jul-31
4246602 KEY XXXXXXXX XX 00000 HCO 7.375 6.500 $4,834.73 360 1-Aug-31
4246660 XXXXXX XX 00000 SFD 7.000 6.500 $4,989.77 360 1-Jul-31
4246832 XXXXX XXXXX XX 00000 SFD 7.750 6.500 $2,526.07 360 1-Mar-31
4246937 XXXX XXXX XX 00000 SFD 7.625 6.500 $1,344.81 360 1-Jul-31
4247071 XXXXXXX XX 00000 SFD 7.500 6.500 $2,796.86 360 1-Jun-31
4247092 XXXXXXX XX 00000 SFD 7.375 6.500 $3,453.38 360 1-Jun-31
4247464 XXXXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,492.76 360 1-Aug-31
4247577 XXXXXX XX 00000 LCO 7.750 6.500 $1,074.62 360 1-Aug-31
4247609 XXXXXX XX 00000 SFD 7.500 6.500 $3,210.80 360 1-Aug-31
4247645 XXXXXXXXXX XXXXXXXX XX 00000 SFD 8.000 6.500 $7,154.21 360 1-Jun-31
4247661 XXXXXXXX XX 00000 SFD 6.250 5.983 $2,315.10 360 1-Jun-31
4247716 XXXXXXX XX 00000 SFD 7.250 6.500 $2,524.05 360 1-Jul-31
4247744 XXXXX XXXXXXXX XX 00000 SFD 7.750 6.500 $2,385.65 360 1-Jun-31
0000000 XXXXX XXXXXXXXXXXXX XX 00000 SFD 7.625 6.500 $3,011.66 360 1-Jun-31
4247768 XXXXXXXXXXX XX 00000 SFD 8.000 6.500 $2,230.64 360 1-Jul-31
4247794 XXXXX XXXXXX XXXX XX 00000 SFD 7.625 6.500 $4,297.72 360 1-Jun-31
4247844 XXXXXXXXX XXXXXXX XX 00000 PUD 7.875 6.500 $4,350.42 360 1-Jun-31
4247846 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,430.64 360 1-Aug-31
4247887 XXXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,095.71 360 1-May-31
4247898 XXXXX XX 00000 LCO 7.750 6.500 $1,174.92 360 1-Aug-31
4247929 XXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,049.13 360 1-Jun-31
4247966 XXXXXX XXXXXX XX 00000 SFD 7.500 6.500 $2,791.26 360 1-Jun-31
4247994 XXXXXXXXXX XXXXXXXX XX 00000 SFD 7.125 6.500 $2,263.69 360 1-Jun-31
4248026 XXXXXXXX XX XXXXXXXX XX 00000 SFD 7.125 6.500 $2,328.37 360 1-Jun-31
4248064 RUMSON XXXXXXX XX 00000 SFD 7.500 6.500 $2,272.45 360 1-Jun-31
4248242 XXXX XX 00000 SFD 7.500 6.500 $2,584.30 360 1-Jul-31
4248244 XXXXXXXX XX 00000 SFD 7.625 6.500 $2,388.81 360 1-Jun-31
4248271 XXX XXXXXXXXX XX 00000 LCO 7.375 6.500 $2,569.32 360 1-Jun-31
4248437 XXXXXXXX XX 00000 SFD 7.625 6.500 $2,371.11 360 1-Aug-31
4248645 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,517.18 360 1-Jul-31
4249283 XXXXXXX XX 00000 SFD 8.000 6.500 $2,674.58 360 1-Aug-31
4249324 XXXXXXXXX XX 00000 SFD 7.750 6.500 $2,704.46 360 1-Jul-31
4249390 XXXXXXX XXXXX XX 00000 SFD 7.750 6.500 $4,835.79 360 1-Aug-31
4249620 XXXXXXX XX 00000 SFD 7.625 6.500 $4,360.01 360 1-Jul-31
4249723 XXXXXX XX 00000 SFD 7.375 6.500 $3,108.04 360 1-Aug-31
4250374 XXXXXXX XX 00000 SFD 7.500 6.500 $2,293.43 360 1-Aug-31
4250404 XXXX XXXXXX XX 00000 SFD 7.750 6.500 $2,102.67 360 1-Aug-31
4250426 XXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,844.68 360 1-Aug-31
4250828 XXXXXXXXXX XX 00000 SFD 7.750 6.500 $1,991.63 360 1-Jul-31
4250881 XXXXX XX 00000 SFD 7.500 6.500 $2,167.57 360 1-Jun-31
4251520 XXXXXXX XX 00000 SFD 7.250 6.500 $2,483.13 360 1-Jul-31
4251691 XXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,590.03 360 1-May-31
4251700 XXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,141.38 360 1-Jun-31
4251713 XXXXXXXXXXX XX 00000 SFD 7.500 6.500 $4,544.89 360 1-Jun-31
4251726 XXXX XXXX XX 00000 SFD 7.500 6.500 $2,328.39 360 1-Jun-31
4251939 XXXXXX XX 00000 SFD 7.500 6.500 $2,494.80 360 1-Jun-31
4251951 XXXXXXX XX 00000 SFD 7.250 6.500 $2,182.97 360 1-Jun-31
4251953 XXXXXX XXXXXX XX 00000 SFD 7.625 6.500 $2,378.19 360 1-Jun-31
4252001 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $3,056.62 360 1-Jun-31
4252084 XXXXXX XX 00000 SFD 7.500 6.500 $2,254.97 360 1-Jun-31
4252164 XXXXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,272.45 360 1-Jun-31
4252387 XXXXXX XXXXXXXX XX 00000 SFD 7.500 6.500 $2,587.10 360 1-Jun-31
4252716 WYCKOFF NJ 07481 SFD 7.750 6.500 $2,693.72 360 1-Jun-31
4252735 XXXXXX XX 00000 PUD 7.500 6.500 $2,164.77 360 1-Jun-31
4252796 XXXXXXXXX XX 00000 SFD 7.375 6.500 $3,660.58 360 1-Jun-31
4253069 XXX XXXXXX XX 00000 SFD 7.750 6.500 $2,075.25 352 1-Jun-30
4253136 XXXXXXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,210.16 360 1-Jun-31
4253207 XXXXXX XXXXX XX 00000 SFD 8.000 6.500 $2,201.29 360 1-Jul-31
4253208 XXXX XXXXX XX 00000 SFD 7.500 6.500 $2,460.54 360 1-Aug-31
4253546 XXXXXXXX XX 00000 SFD 7.500 6.500 $3,076.54 360 1-Jun-31
4253619 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,657.02 360 1-Jun-31
4253774 XXXXXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,438.51 360 1-Jun-31
4253872 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,348.30 360 1-Jun-31
4253898 XXXXXX XX 00000 SFD 7.125 6.500 $2,593.82 360 1-Jun-31
4253905 XXXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,265.46 360 1-Jun-31
4253927 XX XXXXX XX 00000 SFD 7.500 6.500 $2,535.36 360 1-Jun-31
4253945 XXXXXXX XX 00000 SFD 7.375 6.500 $2,364.53 360 1-Jun-31
4253961 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $3,368.60 360 1-Aug-31
4253989 XXXXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,132.60 360 1-Jun-31
4254014 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,728.02 360 1-Jun-31
4254023 BERLIN MD 21811 LCO 7.875 6.500 $2,372.43 360 1-Jun-31
4254859 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,484.31 360 1-Jul-31
4254867 XXX XXX XX 00000 SFD 7.250 6.500 $2,185.69 360 1-Jul-31
4255751 XXXXXXX XX 00000 SFD 7.375 6.500 $3,653.67 360 1-May-31
4256252 XXXXXXXX XX 00000 SFD 8.500 6.500 $3,633.12 360 1-Jun-31
4256596 XXXXXXXXXXXX XX 00000 SFD 7.625 6.500 $3,168.79 360 1-Jul-31
4256827 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,237.49 360 1-Apr-31
4256946 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,817.95 360 1-May-31
4257178 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,652.19 360 1-May-31
4257213 XXXXXXXX-XX-XXXXXX XX 00000 SFD 7.375 6.500 $2,286.14 360 1-Aug-31
4257425 XXXXX XXXX XX 00000 SFD 7.625 6.500 $2,314.49 360 1-Aug-31
4258278 XXXXX XX 00000 SFD 7.375 6.500 $2,106.56 360 1-Jun-31
4258313 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,046.53 360 1-Jul-31
4258321 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,264.83 360 1-Aug-31
4258332 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $3,165.30 360 1-Jun-31
4258375 XXXX XXX XX 00000 LCO 7.500 6.500 $2,125.61 360 1-Jun-31
4258567 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,987.93 360 1-Jun-31
4258621 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,795.93 360 1-Jul-31
4259672 XXX XXXXX XX 00000 SFD 7.375 6.500 $2,541.69 360 1-Jul-31
4259691 XXXXX XXXX XX 00000 SFD 7.375 6.500 $2,417.37 360 1-Jul-31
4259713 XXXXXXX XX 00000 SFD 7.625 6.500 $3,420.77 360 1-Jul-31
4260069 XXXXX XXX XX 00000 SFD 7.875 6.500 $2,240.47 360 1-Jul-31
4260078 XXXXXXXX XX 00000 SFD 7.500 6.500 $3,146.47 360 1-Jul-31
4260080 XXXXX XX 00000 SFD 7.500 6.500 $2,202.53 360 1-Jul-31
4260102 XXXXX XX 00000 SFD 7.500 6.500 $2,601.08 360 1-Jul-31
4260106 XXXXXX XX 00000 SFD 7.500 6.500 $2,237.49 360 1-Jul-31
4260116 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,465.72 360 1-Jul-31
4260120 XXX XXXX XX 00000 SFD 7.375 6.500 $3,315.25 360 1-Jul-31
4260124 XXX XXXX XX 00000 SFD 7.375 6.500 $2,331.03 360 1-Jul-31
4260128 XXXXXXX XX 00000 SFD 7.000 6.500 $2,262.03 360 1-Jul-31
4260986 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360 1-Jul-31
4261001 XXX XXXX XX 00000 SFD 7.375 6.500 $2,434.63 360 1-Jul-31
4261019 XXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,087.46 360 1-Jul-31
4261041 XXXXXXX XX 00000 SFD 7.500 6.500 $2,845.81 360 1-Jul-31
4261065 XXXXXXXX XX 00000 SFD 7.625 6.500 $3,397.41 360 1-Jul-31
4261084 XXXXX XXXXXX XXXXXXX XX 00000 SFD 7.375 6.500 $3,220.62 360 1-Jul-31
4261175 XXXXX XX 00000 SFD 7.375 6.500 $2,403.55 360 1-Jul-31
4261207 XXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,465.72 360 1-Aug-31
4261520 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,410.46 360 1-Jul-31
4261716 XXXXXX XX 00000 SFD 7.375 6.500 $2,520.96 360 1-Jun-31
4261773 XXXXXX XX 00000 SFD 7.250 6.500 $2,466.07 360 1-Jun-31
4261978 XXXXX XX 00000 SFD 7.375 6.500 $2,385.42 360 1-Jul-31
4262259 XXXXXXX XX 00000 SFD 7.375 6.500 $3,259.99 360 1-Jul-31
4262311 XXX XXXX XX 00000 SFD 8.250 6.500 $4,327.30 360 1-Jul-31
4262355 XXX XXXXX XX 00000 SFD 6.875 6.500 $3,159.83 360 1-Jul-31
4262411 XXXXXX XX 00000 SFD 7.125 6.500 $1,967.26 360 1-Jul-31
4262461 XXXXXXX XX 00000 SFD 7.500 6.500 $2,237.49 360 1-Jul-31
4262475 XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,328.65 360 1-Jul-31
4263320 XX XXXX XX 00000 SFD 7.125 6.500 $3,691.98 360 1-Jun-31
4263379 XXXXXXX XX 00000 SFD 7.625 6.500 $2,420.66 360 1-Jun-31
4263419 XXXX XX 00000 SFD 7.000 6.500 $2,049.13 360 1-Jun-31
4263569 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $3,646.76 360 1-Jun-31
4263594 XXXXXX XX 00000 SFD 7.250 6.500 $2,155.68 360 1-Jul-31
4263623 XXXXXXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,448.31 360 1-Jul-31
4264268 XXX XXXXX XX 00000 LCO 7.125 6.500 $4,365.70 360 1-May-31
4265012 XXXXXX XXXXXXXX XX 00000 SFD 7.250 6.500 $2,564.44 360 1-Jul-31
4265016 XXXXXXXXXX XXXX XX 00000 SFD 7.500 6.500 $4,542.10 360 1-Jul-31
4265932 XXXXXXX XX 00000 SFD 7.000 6.500 $3,991.81 360 1-Jul-31
4266810 XXXXX XXXX XX 00000 SFD 7.000 6.500 $2,661.21 360 1-Jul-31
4266866 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,960.60 360 1-Jul-31
4267059 XXXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $2,358.02 360 1-Jul-31
4267105 XXXXXXXX XX 00000 SFD 7.125 6.500 $1,920.10 360 1-Jul-31
4267135 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,827.54 360 1-Jul-31
4267174 HASTINGS ON XXXXXX XX 00000 SFD 7.250 6.500 $3,103.90 360 1-Jul-31
4268020 XXX XXXX XX 00000 SFD 7.625 6.500 $2,452.51 360 1-Jul-31
4268791 XXXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,820.88 360 1-Jul-31
4270156 XXXXX XXXX XX 00000 SFD 7.000 6.500 $2,395.09 360 1-Jul-31
5822329 XXXXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,503.19 360 1-Jul-31
5827322 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,751.97 360 1-Aug-31
5827921 XXXXXXX XXXXXXX XX 00000 SFD 7.500 6.500 $2,875.18 360 1-Jul-31
5832873 XXXXXXXXX XX 00000 SFD 8.125 6.500 $2,524.50 360 1-Jan-31
5841044 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $3,193.46 360 1-Aug-31
5841128 XXXXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,585.00 360 1-Jul-31
5846054 XXXXXXXXX XX 00000 SFD 7.625 6.500 $1,981.83 360 1-Aug-31
5846942 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,316.52 360 1-Jun-31
5853923 XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,182.97 360 1-Jun-31
5859109 XXXX XXXXXXXX XX 00000 SFD 7.375 6.500 $6,822.35 360 1-Jun-31
5867524 XXXXXXXXXXX XX 00000 SFD 7.625 6.500 $2,297.14 360 1-Jul-31
5868710 XXXXXXXXXXXX XX 00000 SFD 7.625 6.500 $3,386.79 360 1-Jul-31
5874837 XXXXXXXXXX XX 00000 SFD 8.000 6.500 $2,390.24 360 1-Jul-31
5878994 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,173.21 360 1-Jul-31
5879012 XXXXXX XXXXXX XX 00000 SFD 7.625 6.500 $3,116.06 360 1-Jul-31
5879769 XXXXXX XX 00000 SFD 7.500 6.500 $2,576.61 360 1-Mar-31
5882767 XXXXXXXX XX 00000 SFD 7.625 6.500 $3,043.52 360 1-Aug-31
5883192 XXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,471.20 360 1-May-31
5883404 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,751.97 360 1-Mar-31
5883458 XXXX XXXXXXXX XX 00000 SFD 7.500 6.500 $3,496.08 360 1-Jul-31
5886212 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,167.57 360 1-Mar-31
5895501 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,531.16 360 1-Aug-31
5904847 XXXXXXXXXXXX XX 00000 SFD 7.375 6.500 $4,489.39 360 1-Jul-31
5907356 XXXXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,521.72 360 1-Jul-31
5912110 XXX XXXX XX 00000 COP 7.250 6.500 $ 798.15 360 1-May-31
5913053 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,060.59 360 1-Jun-31
5922983 XXXXXX XXXXX XX 00000 SFD 7.250 6.500 $3,001.58 360 1-Jul-31
5927420 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,019.25 360 1-May-31
5928400 XX XXXXXX XX 00000 SFD 7.500 6.500 $2,933.21 360 1-Aug-31
5931022 XXXXXXXX XX 00000 SFD 7.750 6.500 $2,507.45 360 1-Jul-31
5931735 XXX XXXXX XX 00000 LCO 7.750 6.500 $3,582.07 360 1-Jun-31
5932021 XXX XXXX XX 00000 COP 6.750 6.483 $1,783.65 360 1-Jul-31
5932685 XXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,417.37 360 1-May-31
5932891 XXXXXXXXX XXXX XX 00000 SFD 7.750 6.500 $3,582.07 360 1-Aug-31
5934363 XXXXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,433.97 360 1-Jul-31
5937997 XXXXXXX XXXXXXXX XX 00000 SFD 7.500 6.500 $2,377.33 360 1-Jul-31
5938942 XXX XXXXX XXXXX XX 00000 SFD 7.875 6.500 $7,069.43 360 1-Jul-31
5939304 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,693.64 360 1-Aug-31
5939531 XXXXXXXXXXXX XX 00000 SFD 7.625 6.500 $2,640.07 360 1-Jul-31
5941067 XXXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,719.95 360 1-Jun-31
5944161 XXX XXXXX XX 00000 SFD 7.625 6.500 $3,254.09 360 1-May-31
5944169 LOS ANGELES XXXXXXXXXX XX XX 00000 SFD 7.750 6.500 $3,102.06 360 1-May-31
5945249 XXXXXXX XX 00000 SFD 7.500 6.500 $2,237.49 360 1-Jul-31
5945315 XXXXXXX XX 00000 SFD 7.250 6.500 $2,087.46 360 1-May-31
5946776 XXXXX XXXX XX 00000 SFD 7.375 6.500 $2,513.60 240 1-Apr-21
5948255 XXX XXXX XX 00000 COP 7.375 6.500 $2,244.70 360 1-Jul-31
5949497 XXXX XXXXXXX XX 00000 SFD 7.250 6.500 $3,049.33 360 1-Apr-31
5949834 XXXXXXXX XX 00000 SFD 8.000 6.500 $2,817.07 360 1-Dec-30
5952428 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $3,792.91 360 1-May-31
5952739 XXXX XXXX XX 00000 SFD 7.750 6.500 $2,682.97 360 1-May-31
5953586 XXXXXXX XX 00000 SFD 7.750 6.500 $3,044.76 360 1-Aug-31
5953598 XXX XXXX XX 00000 SFD 7.125 6.500 $4,143.37 360 1-Jul-31
5954246 XXXXXXX XX 00000 SFD 7.500 6.500 $2,447.26 360 1-Aug-31
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5989466 VILLAGE OF XXXXXXX XXXXX XX 00000 SFD 7.625 6.500 $2,229.56 360 1-Jul-31
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6027411 XXXXXXX XX 00000 SFD 7.750 6.500 $3,560.57 360 1-Jul-31
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6030739 XXXXXXX XXXX XX 00000 SFD 7.500 6.500 $3,635.92 000 0-Xxx-00
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0000000 XXXX XXXX XX 00000 SFD 7.250 6.500 $6,821.76 360 1-Jul-31
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6034997 XXXXXX XXXXX XX 00000 SFD 7.250 6.500 $4,741.13 360 1-Aug-31
6035014 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,728.71 360 1-Aug-31
6035123 XXXXXXXXX XX 00000 SFD 7.875 6.500 $2,356.48 360 1-Aug-31
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6036522 XXXXXX XX 00000 SFD 7.375 6.500 $2,372.47 360 1-Aug-31
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6037646 XXXXXX XX 00000 SFD 7.375 6.500 $3,177.11 360 1-Jul-31
6037697 XXX XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,083.66 360 1-Aug-31
6038395 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,121.60 360 1-Aug-31
6038427 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,601.44 360 1-Aug-31
6038645 XXXXXXX XX 00000 SFD 7.250 6.500 $2,253.92 360 1-Jul-31
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6039100 XXXX XXXXX XX 00000 SFD 7.875 6.500 $2,806.02 360 1-Aug-31
6040089 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,794.28 360 1-Jul-31
6040129 XXXXXXX XXXXX XX 00000 SFD 7.625 6.500 $3,999.04 360 1-Aug-31
0000000 XXXXX XXXXXX XX 00000 SFD 7.875 6.500 $5,148.00 360 1-Aug-31
6040441 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $3,038.98 360 1-Aug-31
6040886 XXX XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $3,159.74 360 1-Aug-31
6041004 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,621.30 360 1-Aug-31
6041295 XXXXX XX 00000 SFD 7.250 6.500 $2,585.45 360 1-Jul-31
6041449 XXXXXXXX XX 00000 SFD 7.625 6.500 $3,448.37 360 1-Jul-31
6041515 XXXXX XXX XX 00000 SFD 7.125 6.500 $1,980.74 360 1-Aug-31
6041856 XXXXXX XX 00000 SFD 7.625 6.500 $2,654.23 360 1-Aug-31
6041904 XXXXXX-XXXX XX 00000 SFD 7.500 6.500 $1,538.27 360 1-Jul-31
8143021 XXXX XXXXXXX XX 00000 SFD 7.500 6.500 $5,069.31 360 1-Apr-31
8174915 XXXXX XX 00000 SFD 7.625 6.500 $4,246.76 360 1-Jun-31
8181634 XXXXXX XXXXXXX XX 00000 SFD 7.500 6.500 $2,460.78 360 1-Jun-31
8305631 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,387.62 360 1-Mar-31
8332725 XX XXXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,942.28 360 1-Jun-31
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8382796 XXXXXXXXX XX 00000 SFD 7.500 6.500 $3,038.09 360 1-Jun-31
8408541 XXXXXXX XX 00000 LCO 7.500 6.500 $2,432.71 360 1-Jun-31
8410175 XXXXXX XX 00000 SFD 6.875 6.500 $3,653.94 360 1-Jul-31
8411895 XX XXXXX XX 00000 SFD 7.750 6.500 $5,014.89 360 1-Jun-31
8415854 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $5,116.32 360 1-Jun-31
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8543737 XXXXXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $3,115.50 360 1-Jun-31
8544712 XXXXXXXXX XX 00000 SFD 7.000 6.500 $6,653.03 360 1-Jun-31
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8556792 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $3,247.16 360 1-Jun-31
8573892 XXXXXXX XX 00000 SFD 7.000 6.500 $2,694.48 360 1-Jun-31
8581245 XXXXXX XX 00000 SFD 7.375 6.500 $2,573.46 360 1-Jun-31
8583040 XXXXXX XXXXXX XX 00000 MF2 7.750 6.500 $3,111.06 360 1-Jun-31
8592490 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,258.30 360 1-Jun-31
8597299 XXXX XXXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,382.83 360 1-Jun-31
8602350 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,430.64 360 1-Jul-31
8608321 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,796.92 360 1-Jun-31
8617497 XXX XXXXXXXX XX 00000 SFD 7.500 6.500 $2,490.95 360 1-Jun-31
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8622460 XXXXXX XX 00000 SFD 7.375 6.500 $5,870.74 360 1-Jun-31
8625971 XXXXXXXXXXX XX 00000 SFD 7.625 6.500 $2,247.95 360 1-Jun-31
8626406 XXXXX XXXX XX 00000 SFD 7.375 6.500 $2,431.18 360 1-May-31
8628013 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,579.76 360 1-Jul-31
8632508 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,521.32 360 1-Jun-31
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8715562 XXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360 1-Jul-31
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8723685 XXX XXXXX XX 00000 SFD 7.250 6.500 $4,775.23 360 1-Jun-31
8724553 XXXXX XXXXXXX XX 00000 MF2 7.375 6.500 $2,952.64 360 1-Jun-31
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8728807 XXXXXXX XX 00000 SFD 7.250 6.500 $3,100.74 360 1-Jun-31
8729636 XX. XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,578.63 360 1-Jun-31
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8772056 XXXXXXXXXX XXXXX XX 00000 SFD 7.875 6.500 $2,577.62 360 1-Jul-31
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9299153 XX XXXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,831.77 360 1-Jul-31
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9299179 XXX XXXXXXX XX 00000 SFD 7.500 6.500 $3,845.68 360 1-Jul-31
9300751 XXXXXXX XX 00000 SFD 8.000 6.500 $7,146.87 360 1-Jun-31
9302844 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,272.45 360 1-Jul-31
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9303770 XXXXXXX XX 00000 SFD 7.125 6.500 $2,694.88 360 1-Jun-31
9304430 XXXXX XXXXX XX 00000 SFD 8.000 6.500 $2,788.31 360 1-Jul-31
9304689 XXXXX XX 00000 SFD 7.250 6.500 $6,743.32 360 1-Jul-31
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9305761 XXXXXXXXX XX 00000 SFD 7.750 6.500 $2,578.73 360 1-Jul-31
9305819 XXXXXX XXXXXX XX 00000 SFD 7.625 6.500 $2,279.10 360 1-Aug-31
9306201 XXX XXXXX XX 00000 SFD 7.500 6.500 $3,054.17 360 1-Jun-31
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9306751 XXXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,384.56 360 1-Jul-31
9306815 XXXXXX XX 00000 SFD 7.375 6.500 $4,144.05 360 1-Jul-31
9307069 XXXXXXX XX 00000 SFD 7.625 6.500 $2,477.28 360 1-Jul-31
9307482 XXXXXXXXX XXXXX XX 00000 SFD 7.625 6.500 $4,572.35 360 1-Jul-31
9307510 XXXXXXXXXXX XX 00000 SFD 7.750 6.500 $2,824.07 240 1-Jul-21
9307649 XXXXXXXXX XXXXXXX XX 00000 SFD 8.125 6.500 $7,424.90 360 1-Jul-31
9308475 XXXX XXXX XX 00000 SFD 7.875 6.500 $2,175.21 360 1-Jul-31
9309267 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,707.45 360 1-Jul-31
9309389 XXX XXXXXX XX 00000 SFD 7.625 6.500 $2,194.16 360 1-Jul-31
9309423 XXXXXXX XX 00000 SFD 7.500 6.500 $2,490.96 360 1-Jul-31
9309919 XXX XXXX XX 00000 SFD 7.875 6.500 $2,229.59 360 1-Jul-31
9309935 XXX XXXX XX 00000 SFD 7.375 6.500 $3,108.04 360 1-Jul-31
9310139 XXXXX XXXX XX 00000 SFD 8.000 6.500 $3,668.83 360 1-Jun-31
9310706 XXX XXXX XX 00000 SFD 7.750 6.500 $2,331.93 360 1-Jul-31
9311274 XXXXXX XX 00000 SFD 7.750 6.500 $2,063.27 360 1-May-31
9311363 XXXXXXXXX XX 00000 SFD 7.750 6.500 $2,069.00 360 1-Jul-31
9311433 XXXXXX XXXXXX XX 00000 SFD 8.375 6.500 $2,180.65 360 1-Jun-31
9312033 XXX XXXX XX 00000 SFD 7.625 6.500 $2,831.18 360 1-Jun-31
9312212 XXXX XXXX XX 00000 SFD 7.375 6.500 $3,087.32 360 1-Jul-31
9312228 XXXXXX XX 00000 SFD 7.125 6.500 $2,492.76 360 1-Jun-31
9312312 XXXXX XX 00000 SFD 7.625 6.500 $2,923.19 360 1-Jun-31
(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
-------- ------------ ----- ---------- --------- ------- ------- --------
4212017 $359,745.91 42.35 0.250 0.017 0.983
4212053 $649,505.40 61.90 0.250 0.017 0.608
4212067 $484,640.06 60.63 0.250 0.017 0.733
4237361 $315,753.49 77.45 0.250 0.017 0.483
4237432 $295,000.00 74.68 0.250 0.017 0.983
4237436 $399,680.13 73.21 0.250 0.017 0.358
4237531 $427,124.75 79.99 0.250 0.017 0.608
4237538 $411,286.80 79.99 0.250 0.017 0.608
4237642 $418,100.00 72.09 0.250 0.017 0.733
4237645 $464,618.84 66.43 0.250 0.017 0.233
4237716 $379,429.73 80.00 0.250 0.017 0.233
4237722 $331,959.57 69.21 0.250 0.017 0.858
4237725 $292,782.55 84.93 33 0.250 0.017 0.733
4237787 $351,200.00 80.00 0.250 0.017 0.358
4237978 $350,000.00 60.34 0.250 0.017 0.858
4238063 $192,083.57 74.79 0.250 0.017 1.733
4238089 $349,475.23 79.19 0.250 0.017 0.733
4238095 $164,883.53 68.46 0.250 0.017 0.983
4238233 $386,400.00 80.00 0.250 0.017 0.733
4238261 $294,000.00 70.00 0.250 0.017 1.108
4238463 $650,000.00 59.09 0.250 0.017 0.858
4238469 $650,000.00 56.52 0.250 0.017 0.608
4238693 $416,390.75 79.99 0.250 0.017 0.733
4238743 $488,618.53 77.88 0.250 0.017 0.483
4238760 $513,733.95 76.22 0.250 0.017 0.733
4238818 $367,200.00 80.00 0.250 0.017 0.608
4238890 $289,000.00 78.75 0.250 0.017 0.608
4238961 $344,750.30 75.00 0.250 0.017 0.858
4238995 $384,735.05 73.33 0.250 0.017 1.108
4239560 $975,000.00 75.00 0.250 0.017 0.733
4239699 $487,664.16 80.00 0.250 0.017 1.108
4239781 $284,999.76 89.91 24 0.250 0.017 0.483
4239857 $325,000.00 65.66 0.250 0.017 0.858
4239872 $334,757.53 37.64 0.250 0.017 0.858
4240048 $339,241.66 70.00 0.250 0.017 0.608
4240205 $478,000.00 79.27 0.250 0.017 0.858
4240380 $346,242.85 90.00 06 0.250 0.017 0.733
4240554 $334,768.49 77.24 0.250 0.017 0.858
4240564 $467,643.89 80.00 0.250 0.017 0.608
4240598 $355,000.00 63.96 0.250 0.017 0.483
4241448 $336,971.69 40.92 0.250 0.017 0.483
4241654 $439,000.00 77.70 0.250 0.017 0.733
4241852 $384,500.00 77.29 0.250 0.017 0.733
4241887 $499,291.94 78.99 0.250 0.017 0.983
4241889 $288,590.74 85.00 06 0.250 0.017 0.983
4241902 $429,672.80 72.88 0.250 0.017 0.608
4241903 $340,815.40 80.00 0.250 0.017 0.608
4241910 $438,329.88 78.39 0.250 0.017 0.608
4241924 $348,480.36 49.86 0.250 0.017 0.733
4241925 $526,504.01 80.00 0.250 0.017 0.733
4241975 $481,526.33 79.99 0.250 0.017 0.358
4241991 $427,393.91 80.00 0.250 0.017 0.983
4242013 $524,157.84 77.21 0.250 0.017 0.358
4242035 $390,082.72 89.27 01 0.250 0.017 0.858
4242051 $611,042.28 80.00 0.250 0.017 0.483
4242063 $379,419.92 49.67 0.250 0.017 0.608
4242073 $359,450.46 80.00 0.250 0.017 0.608
4242097 $602,053.90 79.99 0.250 0.017 1.983
4242113 $359,436.64 80.00 0.250 0.017 0.483
4242156 $411,870.33 75.00 0.250 0.017 0.608
4242162 $328,804.56 80.00 0.250 0.017 0.358
4242172 $482,262.70 74.31 0.250 0.017 0.608
4242198 $431,340.54 80.00 0.250 0.017 0.608
4242207 $337,372.68 80.00 0.250 0.017 0.233
4242233 $414,397.37 79.05 0.250 0.017 0.858
4242256 $480,194.71 75.00 0.250 0.017 1.233
4242303 $360,000.00 75.00 0.250 0.017 1.358
4242366 $311,832.63 75.42 0.250 0.017 0.483
4242398 $391,709.07 80.00 0.250 0.017 0.733
4242490 $365,000.00 57.48 0.250 0.017 0.733
4242535 $749,457.17 25.00 0.250 0.017 0.858
4242564 $421,678.89 80.00 0.250 0.017 0.608
4242622 $698,150.00 71.97 0.250 0.017 0.733
4242661 $400,000.00 43.72 0.250 0.017 0.358
4242678 $326,429.63 80.00 0.250 0.017 0.483
4242717 $428,313.82 80.00 0.250 0.017 0.608
4242739 $351,150.51 78.22 0.250 0.017 0.358
4242745 $399,687.96 80.00 0.250 0.017 0.483
4242779 $384,115.73 63.64 0.250 0.017 0.608
4242782 $289,456.54 72.50 0.250 0.017 0.608
4242794 $349,175.93 70.00 0.250 0.017 0.483
4242804 $585,459.34 80.00 0.250 0.017 0.358
4242812 $320,497.66 60.00 0.250 0.017 0.483
4242824 $400,281.64 75.00 0.250 0.017 0.358
4242825 $411,355.26 73.84 0.250 0.017 0.483
4242835 $329,242.06 73.33 0.250 0.017 0.608
4242847 $427,540.02 69.67 0.250 0.017 0.733
4242866 $388,462.84 72.71 0.250 0.017 1.108
4242867 $381,852.34 72.26 0.250 0.017 0.733
4242873 $326,288.60 80.00 0.250 0.017 0.483
4242881 $397,570.72 79.80 0.250 0.017 0.858
4243038 $368,400.00 46.05 0.250 0.017 0.733
4243082 $402,086.09 80.00 0.250 0.017 0.483
4243132 $349,175.93 75.27 0.250 0.017 0.483
4243146 $379,105.31 76.00 0.250 0.017 0.483
4243155 $332,299.02 77.44 0.250 0.017 0.483
4243177 $353,060.22 80.00 0.250 0.017 0.608
4243180 $334,713.26 80.00 0.250 0.017 0.858
4243196 $309,047.75 73.99 0.250 0.017 0.608
4243211 $417,361.92 90.00 01 0.250 0.017 0.608
4243225 $313,541.49 79.97 0.250 0.017 0.358
4243228 $373,842.54 79.66 0.250 0.017 0.733
4243238 $399,081.28 70.80 0.250 0.017 0.608
4243244 $435,334.45 80.00 0.250 0.017 0.608
4243248 $304,299.48 50.00 0.250 0.017 0.608
4243255 $399,081.28 75.90 0.250 0.017 0.608
4243258 $347,468.77 80.00 0.250 0.017 0.608
4243264 $390,056.39 78.83 0.250 0.017 0.358
4243274 $398,740.48 80.00 0.250 0.017 0.483
4243294 $398,128.12 70.00 0.250 0.017 0.858
4243302 $498,822.78 80.00 0.250 0.017 0.483
4243321 $447,988.44 80.00 0.250 0.017 0.858
4243326 $470,515.75 80.00 0.250 0.017 0.858
4243343 $283,056.36 82.17 01 0.250 0.017 0.483
4243345 $306,519.58 73.10 0.250 0.017 0.483
4243357 $341,938.99 80.00 0.250 0.017 1.233
4243367 $426,992.31 66.88 0.250 0.017 0.483
4243383 $320,025.80 80.00 0.250 0.017 0.358
4243388 $427,330.24 67.30 0.250 0.017 0.483
4243396 $399,403.17 55.52 0.250 0.017 0.733
4243397 $472,357.29 66.60 0.250 0.017 0.358
4243400 $303,535.95 80.00 0.250 0.017 0.608
4243402 $348,976.42 76.71 0.250 0.017 0.483
4243406 $312,281.10 69.56 0.250 0.017 0.608
4243423 $399,058.21 80.00 0.250 0.017 0.483
4243427 $488,788.02 75.38 0.250 0.017 0.233
4243451 $483,029.73 75.00 0.250 0.017 0.733
4243468 $529,606.66 68.83 0.250 0.017 0.733
4243475 $499,273.93 68.97 0.250 0.017 0.858
4243490 $454,926.39 80.00 0.250 0.017 0.483
4243497 $409,330.99 74.55 0.250 0.017 0.608
4243519 $351,475.89 80.00 0.250 0.017 0.733
4243528 $435,317.70 80.00 0.250 0.017 0.483
4243547 $335,512.07 80.00 0.250 0.017 0.858
4243566 $474,219.02 35.19 0.250 0.017 0.233
4243591 $648,931.29 54.17 0.250 0.017 0.233
4243607 $395,691.08 52.45 0.250 0.017 0.483
4243627 $283,862.61 75.87 0.250 0.017 0.733
4243637 $365,867.93 80.00 0.250 0.017 0.858
4243646 $389,160.97 79.99 0.250 0.017 0.733
4243676 $322,606.79 90.00 01 0.250 0.017 0.608
4243849 $443,262.46 80.00 0.250 0.017 0.608
4243881 $295,000.00 50.43 0.250 0.017 0.858
4243926 $369,339.14 80.00 0.250 0.017 0.983
4243942 $380,000.00 80.00 0.250 0.017 0.733
4244003 $331,467.42 80.00 0.250 0.017 0.358
4244017 $370,205.19 80.00 0.250 0.017 0.358
4244061 $363,941.10 72.52 0.250 0.017 0.483
4244093 $319,523.54 80.00 0.250 0.017 0.733
4244143 $461,609.77 57.52 0.250 0.017 0.733
4244144 $308,521.89 65.80 0.250 0.017 0.483
4244176 $339,219.07 56.67 0.250 0.017 0.608
4244201 $323,892.35 94.99 06 0.250 0.017 0.483
4244217 $355,411.24 75.00 0.250 0.017 0.483
4244233 $289,067.19 80.00 0.250 0.017 0.000
4244242 $356,225.39 63.15 0.250 0.017 0.608
4244245 $349,574.99 78.74 0.250 0.017 0.483
4244256 $470,262.94 75.18 0.250 0.017 0.483
4244262 $298,794.84 76.79 0.250 0.017 0.483
4244271 $458,943.46 46.00 0.250 0.017 0.608
4244275 $399,081.28 79.21 0.250 0.017 0.608
4244286 $362,123.96 79.78 0.250 0.017 0.358
4244287 $435,966.04 68.92 0.250 0.017 0.608
4244288 $305,710.45 79.99 0.250 0.017 0.358
4244297 $384,440.92 74.04 0.250 0.017 0.858
4244304 $446,945.21 78.60 0.250 0.017 0.483
4244308 $459,243.69 80.00 0.250 0.017 0.233
4244320 $327,188.69 37.06 0.250 0.017 0.233
4244324 $419,390.11 80.00 0.250 0.017 0.858
4244333 $305,231.83 76.50 0.250 0.017 0.483
4244353 $380,124.93 87.59 06 0.250 0.017 0.608
4244495 $411,355.26 80.00 0.250 0.017 0.483
4244502 $407,704.70 74.86 0.250 0.017 0.858
4244507 $649,068.32 72.21 0.250 0.017 1.483
4244516 $441,690.34 80.00 0.250 0.017 0.358
4244523 $309,251.87 75.61 0.250 0.017 0.358
4244534 $374,117.09 28.85 0.250 0.017 0.483
4244550 $467,087.66 80.00 0.250 0.017 0.608
4244566 $358,674.29 79.89 0.250 0.017 0.608
4244571 $443,251.07 65.93 0.250 0.017 0.483
4244582 $399,081.28 50.06 0.250 0.017 0.608
4244600 $359,436.64 80.00 0.250 0.017 0.483
4244787 $390,000.00 75.00 0.250 0.017 1.108
4244835 $399,419.16 78.43 0.250 0.017 0.858
4244868 $407,174.12 55.63 0.250 0.017 0.358
4245020 $302,830.42 80.00 0.250 0.017 0.108
4245063 $344,183.18 79.99 0.250 0.017 0.233
4245088 $310,087.62 79.83 0.250 0.017 0.733
4245104 $277,791.65 75.24 0.250 0.017 0.858
4245196 $292,500.00 90.00 24 0.250 0.017 0.608
4245249 $336,473.96 75.00 0.250 0.017 0.233
4245250 $336,000.00 80.00 0.250 0.017 0.483
4245305 $354,458.09 75.53 0.250 0.017 0.608
4245333 $299,575.15 80.00 0.250 0.017 0.983
4245355 $307,518.02 80.00 0.250 0.017 0.483
4245368 $492,634.12 79.96 0.250 0.017 0.733
4245389 $311,423.88 79.99 0.250 0.017 0.608
4245421 $500,000.00 27.97 0.250 0.017 0.483
4245425 $372,430.61 90.00 01 0.250 0.017 0.608
4245464 $303,512.36 80.00 0.250 0.017 0.358
4245475 $379,696.12 55.88 0.250 0.017 0.358
4245584 $349,623.93 67.96 0.250 0.017 0.483
4245721 $1,000,000.00 56.66 0.250 0.017 0.483
4245828 $649,492.93 69.89 0.250 0.017 0.483
4245967 $450,000.00 60.40 0.250 0.017 0.233
4246015 $528,000.00 80.00 0.250 0.017 0.733
4246198 $999,180.30 59.17 0.250 0.017 0.233
4246267 $400,000.00 72.73 0.250 0.017 0.358
4246323 $650,000.00 56.52 0.250 0.017 1.233
4246334 $478,853.17 80.00 0.250 0.017 0.858
4246489 $395,391.31 52.76 0.250 0.017 0.483
4246602 $700,000.00 68.29 0.250 0.017 0.608
4246660 $749,385.23 65.22 0.250 0.017 0.233
4246832 $351,339.52 56.42 0.250 0.017 0.983
4246937 $189,862.49 42.22 0.250 0.017 0.858
4247071 $399,404.42 66.67 0.250 0.017 0.733
4247092 $499,236.74 73.53 0.250 0.017 0.608
4247464 $370,000.00 59.02 0.250 0.017 0.358
4247577 $150,000.00 69.12 0.250 0.017 0.983
4247609 $459,200.00 70.00 0.250 0.017 0.733
4247645 $973,687.22 75.00 0.250 0.017 1.233
4247661 $375,284.61 80.00 0.250 0.017 0.000
4247716 $369,711.37 69.81 0.250 0.017 0.483
4247744 $332,528.44 74.83 0.250 0.017 0.983
4247754 $424,882.12 79.53 0.250 0.017 0.858
4247768 $303,796.03 95.00 06 0.250 0.017 1.233
4247794 $606,318.27 80.00 0.250 0.017 0.858
4247844 $599,171.45 80.00 0.250 0.017 1.108
4247846 $370,000.00 61.67 0.250 0.017 0.108
4247887 $314,220.84 75.00 0.250 0.017 0.233
4247898 $164,000.00 74.98 0.250 0.017 0.983
4247929 $307,442.31 80.00 0.250 0.017 0.233
4247966 $398,605.63 80.00 0.250 0.017 0.733
4247994 $335,461.02 80.00 0.250 0.017 0.358
4248026 $345,045.62 80.00 0.250 0.017 0.358
4248064 $324,516.09 48.15 0.250 0.017 0.733
4248242 $369,325.70 80.00 0.250 0.017 0.733
4248244 $337,009.90 67.50 0.250 0.017 0.858
4248271 $371,432.12 80.00 0.250 0.017 0.608
4248437 $335,000.00 65.94 0.250 0.017 0.858
4248645 $359,732.82 80.00 0.250 0.017 0.733
4249283 $364,500.00 90.00 11 0.250 0.017 1.233
4249324 $377,233.56 87.59 06 0.250 0.017 0.983
4249390 $675,000.00 61.36 0.250 0.017 0.983
4249620 $615,554.16 80.00 0.250 0.017 0.858
4249723 $450,000.00 69.23 0.250 0.017 0.608
4250374 $328,000.00 80.00 0.250 0.017 0.733
4250404 $293,500.00 79.76 0.250 0.017 0.983
4250426 $417,000.00 56.35 0.250 0.017 0.483
4250828 $277,803.78 58.53 0.250 0.017 0.983
4250881 $309,538.42 75.61 0.250 0.017 0.733
4251520 $363,716.04 79.13 0.250 0.017 0.483
4251691 $374,138.70 27.33 0.250 0.017 0.608
4251700 $305,798.00 56.19 0.250 0.017 0.733
4251713 $649,032.21 54.17 0.250 0.017 0.733
4251726 $332,504.18 90.00 11 0.250 0.017 0.733
4251939 $356,268.75 80.00 0.250 0.017 0.733
4251951 $319,499.22 54.24 0.250 0.017 0.483
4251953 $335,512.07 80.00 0.250 0.017 0.858
4252001 $436,499.11 81.56 06 0.250 0.017 0.733
4252084 $322,019.82 75.00 0.250 0.017 0.733
4252164 $324,516.09 68.42 0.250 0.017 0.733
4252387 $369,449.08 80.00 0.250 0.017 0.733
4252716 $375,467.51 75.20 0.250 0.017 0.983
4252735 $309,139.02 80.00 0.250 0.017 0.733
4252796 $529,190.94 74.86 0.250 0.017 0.608
4253069 $286,687.47 90.00 06 0.250 0.017 0.983
4253136 $319,511.51 80.00 0.250 0.017 0.608
4253207 $299,798.71 67.05 0.250 0.017 1.233
4253208 $351,900.00 80.00 0.250 0.017 0.733
4253546 $439,344.88 58.28 0.250 0.017 0.733
4253619 $379,434.20 57.84 0.250 0.017 0.733
4253774 $348,230.74 83.43 06 0.250 0.017 0.733
4253872 $339,480.95 80.00 0.250 0.017 0.608
4253898 $384,382.41 64.17 0.250 0.017 0.358
4253905 $323,517.58 80.00 0.250 0.017 0.733
4253927 $362,060.10 89.31 11 0.250 0.017 0.733
4253945 $341,827.39 79.99 0.250 0.017 0.608
4253961 $500,000.00 61.73 0.250 0.017 0.358
4253989 $304,445.25 77.69 0.250 0.017 0.733
4254014 $399,274.20 80.00 0.250 0.017 0.483
4254023 $326,748.16 80.00 0.250 0.017 1.108
4254859 $355,036.32 80.00 0.250 0.017 0.733
4254867 $320,150.06 80.00 0.250 0.017 0.483
4255751 $527,784.99 49.44 0.250 0.017 0.608
4256252 $471,925.49 90.00 11 0.250 0.017 1.733
4256596 $447,375.98 80.00 0.250 0.017 0.858
4256827 $319,041.10 80.00 0.250 0.017 0.733
4256946 $406,056.73 80.00 0.250 0.017 0.608
4257178 $383,118.03 80.00 0.250 0.017 0.608
4257213 $331,000.00 87.34 33 0.250 0.017 0.608
4257425 $327,000.00 69.57 0.250 0.017 0.858
4258278 $304,346.33 89.71 24 0.250 0.017 0.608
4258313 $299,765.97 46.51 0.250 0.017 0.483
4258321 $332,000.00 80.00 0.250 0.017 0.483
4258332 $463,273.88 80.00 0.250 0.017 0.483
4258375 $303,547.37 80.00 0.250 0.017 0.733
4258567 $437,314.58 67.27 0.250 0.017 0.483
4258621 $414,668.13 75.45 0.250 0.017 0.358
4259672 $367,719.98 80.00 0.250 0.017 0.608
4259691 $349,733.67 78.65 0.250 0.017 0.608
4259713 $482,950.20 69.04 0.250 0.017 0.858
4260069 $308,787.34 75.37 0.250 0.017 1.108
4260078 $449,666.03 75.00 0.250 0.017 0.733
4260080 $314,766.22 78.75 0.250 0.017 0.733
4260102 $371,723.92 60.00 0.250 0.017 0.733
4260106 $319,762.51 65.88 0.250 0.017 0.733
4260116 $356,728.34 66.11 0.250 0.017 0.608
4260120 $479,634.75 75.00 0.250 0.017 0.608
4260124 $337,243.19 75.84 0.250 0.017 0.608
4260128 $339,721.30 80.00 0.250 0.017 0.233
4260986 $649,453.92 57.02 0.250 0.017 0.108
4261001 $352,231.78 75.00 0.250 0.017 0.608
4261019 $305,761.29 78.46 0.250 0.017 0.483
4261041 $406,697.94 70.17 0.250 0.017 0.733
4261065 $479,652.59 64.43 0.250 0.017 0.858
4261084 $465,945.18 59.03 0.250 0.017 0.608
4261175 $347,735.20 72.05 0.250 0.017 0.608
4261207 $357,000.00 37.38 0.250 0.017 0.608
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9309935 $449,657.58 56.96 0.250 0.017 0.608
9310139 $499,326.77 74.63 0.250 0.017 1.233
9310706 $325,270.26 75.00 0.250 0.017 0.983
9311274 $287,386.25 74.81 0.250 0.017 0.983
9311363 $288,596.17 95.00 06 0.250 0.017 0.983
9311433 $286,536.98 95.00 12 0.250 0.017 1.608
9312033 $399,419.14 77.07 0.250 0.017 0.858
9312212 $446,659.87 55.88 0.250 0.017 0.608
9312228 $369,406.48 62.82 0.250 0.017 0.358
9312312 $412,400.26 74.41 0.250 0.017 0.858
COUNT: 672
WAC: 7.430236039
WAM: 358.2601282
WALTV: 70.8466378
EXHIBIT X-0
XXXXX
XXXXX 0000-00 XXXXXXX F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
-------- -------------------------------- ------ -------- -------- -------- ------- -------- -----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- -------------------------------- ------ -------- -------- -------- ------- -------- -----------
5959320 XXXXXXXX XXXX XX 00000 SFD 7.375 6.500 $ 2,362.11 360 1-Jun-31
5920528 XXXXXXXXXXXX XX 00000 SFD 7.875 6.500 $4,567.94 360 1-Feb-31
5835179 XXXXXXXXX XX 00000 SFD 7.750 6.500 $ 1,124.77 360 1-Jun-31
5835181 XXXXXX XX 00000 SFD 7.500 6.500 $ 963.89 360 1-May-31
5835182 XXXX XXXX XX 00000 SFD 7.750 6.500 $1,088.95 360 1-Jun-31
5835186 XXXXXX XX 00000 SFD 7.500 6.500 $ 908.98 360 1-Jun-31
4239882 XXXX XX 00000 SFD 7.625 6.500 $ 2,831.18 360 1-May-31
4239883 XXXXXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 3,468.11 360 1-May-31
4239889 XXXXXX XX 00000 SFD 7.250 6.500 $ 2,353.51 360 1-May-31
4240116 XXXXXX XX 00000 SFD 7.375 6.500 $ 2,348.30 360 1-May-31
4240144 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,974.94 360 1-May-31
4240146 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $4,026.55 360 1-May-31
4240162 XXXXXXX XX 00000 LCO 7.625 6.500 $ 2,406.50 360 1-May-31
4240166 XXXXXXX XX 00000 SFD 7.875 6.500 $ 3,444.08 360 1-May-31
4240174 XX XXXXX XX 00000 SFD 7.125 6.500 $ 3,368.60 360 1-May-31
4240176 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,293.48 360 1-May-31
4240186 XXX XXXX XX 00000 SFD 7.500 6.500 $ 2,097.64 360 1-May-31
4240207 XXXXXX XX 00000 SFD 7.500 6.500 $ 2,153.58 360 1-May-31
4240221 XXXX XX 00000 PUD 7.250 6.500 $ 2,285.29 360 1-Apr-31
4240229 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,026.07 360 1-Apr-31
4240232 XXXX XX 00000 SFD 7.250 6.500 $ 2,981.11 360 1-May-31
4240238 XXXXXXXXXXX XX 00000 SFD 7.500 6.500 $3,277.22 360 1-May-31
4240247 XXXXXXXXXX XX 00000 SFD 7.625 6.500 $ 2,151.69 360 1-May-31
4240264 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,046.53 360 1-May-31
4240293 XXXXXX XX 00000 SFD 7.250 6.500 $2,674.14 360 1-May-31
4240309 XXXX XXXXXXXX XX 00000 SFD 7.750 6.500 $2,258.13 360 1-May-31
4240315 XXXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360 1-May-31
4240320 XXXXX XXXXX XX 00000 PUD 7.750 6.500 $ 3,689.53 360 1-Apr-31
4240332 XXXXXXX XX 00000 SFD 7.500 6.500 $ 2,796.86 360 1-May-31
4240337 XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,305.82 360 1-May-31
4240355 XXXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360 1-Apr-31
4240603 XXXXXXX XXXXXX XX 00000 SFD 7.500 6.500 $ 2,440.26 360 1-May-31
4240632 XXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $ 3,329.05 360 1-Apr-31
4240664 XXXX XX 00000 SFD 7.125 6.500 $2,560.13 360 1-Jun-31
4240679 XXXXXXX XX 00000 SFD 7.375 6.500 $ 3,536.26 360 1-Jun-31
4240713 XXXXXXXX XX 00000 SFD 7.375 6.500 $3,108.04 360 1-May-31
4240739 XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,052.61 360 1-May-31
4240753 XXXXX XX 00000 SFD 7.500 6.500 $ 2,609.47 360 1-May-31
4240772 XXXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,569.31 360 1-May-31
4240855 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,266.41 360 1-May-31
4240881 XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,555.50 360 1-Jun-31
4240893 XXXX XX 00000 SFD 7.375 6.500 $ 2,431.18 360 1-May-31
4240907 XXX XXXX XX 00000 SFD 7.375 6.500 $2,403.55 360 1-Jun-31
4241020 XXXXXXXX XX 00000 SFD 7.500 6.500 $3,193.74 360 1-May-31
4241084 XXXXXXX XX 00000 SFD 7.375 6.500 $ 3,936.85 360 1-Jun-31
4241099 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,177.01 360 1-May-31
4241117 XXXXXX XX 00000 PUD 7.375 6.500 $ 2,238.83 360 1-May-31
4241119 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,182.96 360 1-Jun-31
4241138 XXXXXXXX XX 00000 SFD 7.375 6.500 $3,108.04 360 1-May-31
4241147 XX. XXXXX XX 00000 SFD 7.625 6.500 $ 2,831.18 360 1-Jun-31
4241163 XXXXXXX XX 00000 SFD 7.250 6.500 $2,865.14 360 1-May-31
4241164 XXXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $ 2,264.83 360 1-Apr-31
4241176 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,455.83 360 1-May-31
4241179 XXXXXX XX 00000 SFD 7.500 6.500 $ 2,090.66 360 1-May-31
4241212 XXXXXXXX XXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,342.37 360 1-Apr-31
4241225 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,796.92 360 1-May-31
4241233 XXXXX XXXXXX XX 00000 SFD 7.875 6.500 $ 2,900.28 360 1-May-31
4241236 XXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,359.85 360 1-Jun-31
4241252 XXXXXXXX XX 00000 SFD 7.375 6.500 $1,983.62 360 1-May-31
4241560 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,055.70 360 1-May-31
4241576 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 3,408.67 360 1-Jun-31
4241587 XXX XXXXX XX 00000 PUD 6.750 6.483 $2,497.10 360 1-May-31
4241601 XXX XXXX XX 00000 SFD 7.375 6.500 $3,287.61 360 1-Jun-31
4241602 XXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360 1-May-31
4241617 XX. XXXXX XX 00000 SFD 7.375 6.500 $ 2,058.22 360 1-May-31
4241628 XXXXX XXXX XX 00000 SFD 7.500 6.500 $3,255.54 360 1-May-31
4241635 XXXXXX XX 00000 PUD 7.375 6.500 $ 2,334.48 360 1-May-31
4241652 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,930.29 360 1-May-31
4241657 XXXXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,041.71 360 1-May-31
4241663 XXXXX XXXX XX 00000 SFD 7.125 6.500 $2,364.75 360 1-Jun-31
4241671 XXXXXX XX 00000 SFD 7.125 6.500 $2,991.32 360 1-Jun-31
4241677 XXXX XXXXX XX 00000 SFD 8.375 6.500 $ 2,508.24 360 1-Jun-31
4241695 XXXXXXXX XXXX XX 00000 SFD 7.375 6.500 $ 2,334.48 360 1-Jun-31
4241700 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,455.16 360 1-May-31
4241712 SPARKS MD 21152 SFD 7.250 6.500 $ 4,093.06 360 1-May-31
4241792 XXXXX XXXX XX 00000 SFD 7.625 6.500 $ 2,406.50 360 1-May-31
4241805 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,277.34 360 1-May-31
4241823 XXXXXXXXXXXX XX 00000 SFD 7.625 6.500 $2,972.73 360 1-Jun-31
4241845 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,646.67 360 1-May-31
4242680 XXXXXXXXXX XX 00000 PUD 7.375 6.500 $ 2,072.03 360 1-May-31
0000000 XXX XXXXX XX 00000 SFD 7.375 6.500 $3,370.50 360 1-May-31
4242793 XXX XXXX XX 00000 SFD 8.125 6.500 $ 4,080.02 360 1-Jun-31
4242820 XXXXXXX XX 00000 SFD 8.125 6.500 $ 4,811.38 360 1-Jun-31
4242832 XXXXXXX XX 00000 SFD 6.875 6.500 $ 2,299.25 360 1-Jun-31
4261868 XXXXXXX XX 00000 SFD 7.625 6.500 $ 2,440.48 360 1-Jun-31
4261925 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 2,492.76 360 1-Jun-31
4261953 XXXXX XXXXXXX XX 00000 SFD 8.250 6.500 $ 3,260.50 360 1-Jun-31
4262014 XXXXXXXXXX XX 00000 SFD 7.750 6.500 $2,507.45 360 1-Jun-31
4262117 XXX XXXXXXXX XX 00000 SFD 7.625 6.500 $ 3,928.26 360 1-Jun-31
4262364 XXXXXXXXXX XX 00000 SFD 7.750 6.500 $ 3,323.44 360 1-Jun-31
4262413 XXXXXX XXXXX XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,696.06 360 1-May-31
4262479 XXXXXXXXXXX XX 00000 SFD 7.750 6.500 $ 2,292.52 360 1-Jun-31
4262511 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,558.16 360 1-Jun-31
4262559 XXXXXXXXXX XX 00000 SFD 8.250 6.500 $ 4,455.01 360 1-Jun-31
4262597 XXXXXX XX 00000 SFD 7.625 6.500 $2,218.93 360 1-Jun-31
4262631 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,956.62 360 1-Jun-31
4262665 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,517.17 360 1-Jun-31
4262700 XXXXXXXX XX 00000 PUD 7.250 6.500 $ 3,453.86 360 1-May-31
4262998 XXXXXXX XX 00000 PUD 7.250 6.500 $4,434.15 360 1-Jun-31
4263029 XXX XXXX XX 00000 SFD 7.500 6.500 $2,657.02 360 1-Apr-31
4263047 XXXXXXX XX 00000 SFD 7.250 6.500 $3,547.32 360 1-Jun-31
4263080 XXXXX XXXXXX XX 00000 SFD 8.375 6.500 $2,584.25 360 1-Jun-31
4263151 XXXXXX XX 00000 SFD 7.250 6.500 $2,421.73 360 1-Jun-31
5959092 XXXXX XXXXXX XXXXX XX 00000 SFD 7.375 6.500 $5,870.74 360 1-Mar-31
5915026 XXXXXX XX 00000 LCO 7.750 6.500 $2,452.47 360 1-Apr-31
5960118 XXXXXXXXXX XXXXX XX 00000 SFD 7.750 6.500 $ 6,089.50 360 1-Mar-31
5962609 XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,486.43 360 1-Mar-31
5977753 XXXXXXXX XX 00000 SFD 7.375 6.500 $3,315.24 360 1-Apr-31
6020953 XXXXXXXXXX XX 00000 SFD 7.875 6.500 $ 5,184.25 360 1-May-31
6021900 XXXXXXXX XXXX XX 00000 SFD 7.500 6.500 $ 5,936.34 360 1-May-31
6025104 MARTINEZ CA 94553 SFD 7.250 6.500 $ 2,285.29 360 1-May-31
6025470 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,391.91 360 1-May-31
6026158 XXXXXX XX 00000 SFD 7.750 6.500 $ 653.37 360 1-May-31
6028085 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $1,964.67 360 1-May-31
6029935 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 4,638.80 360 1-May-31
6030509 XXXXXX XX 00000 SFD 7.250 6.500 $6,821.76 360 1-May-31
6032761 POTOMAC MD 20854 SFD 7.375 6.500 $ 6,669.86 360 1-May-31
6033692 XXXXXXXX XX 00000 SFD 6.875 6.500 $4,519.68 360 1-May-31
4260484 XXXXXXXXXXXX XX 00000 SFD 7.750 6.500 $2,973.12 360 1-Dec-30
4260776 XXXXXXXXXX XX 00000 PUD 7.875 6.500 $2,539.19 360 1-Dec-30
4261194 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 4,379.17 360 1-Apr-31
4261226 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,528.15 360 1-Apr-31
4261287 XXX XXXXX XX 00000 SFD 7.125 6.500 $ 3,179.95 360 1-Apr-31
4261315 XXXXXX XX 00000 SFD 7.000 6.500 $ 2,395.09 360 1-May-31
4261335 XXX XXXXX XX 00000 HCO 7.750 6.500 $2,686.55 360 1-May-31
4261356 XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,813.49 360 1-May-31
4261382 XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,233.65 360 1-Apr-31
4261385 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,661.21 360 1-Apr-31
4261412 XXXXXXX XX 00000 PUD 7.750 6.500 $3,231.02 360 1-Apr-31
4261417 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,590.45 360 1-Apr-31
4261428 XXXXXX XX 00000 SFD 7.500 6.500 $ 2,796.86 360 1-Apr-31
4261438 XXXXXXX XX 00000 SFD 7.125 6.500 $2,196.32 360 1-Apr-31
4261452 XXX XXXX XX 00000 SFD 7.250 6.500 $2,674.13 360 1-Apr-31
4261458 XXXXXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $ 4,489.39 360 1-May-31
4261462 XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,048.11 360 1-Apr-31
4261464 XXXXXXXX XX 00000 SFD 7.625 6.500 $ 3,185.07 360 1-Apr-31
4261476 XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,576.37 360 1-Apr-31
4261477 XXX XXXXX XX 00000 SFD 7.375 6.500 $ 2,859.40 360 1-Apr-31
4261479 XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,435.32 360 1-Apr-31
4261486 XXX XXXXX XX 00000 SFD 7.125 6.500 $ 2,155.90 360 1-Apr-31
4261489 XXXXXXXX XX 00000 PUD 7.125 6.500 $ 2,991.31 360 1-May-31
4261493 XXXXXXXXXX XXXXX XX 00000 PUD 7.125 6.500 $ 3,503.34 360 1-Apr-31
4261497 XXXXXXX XX 00000 SFD 7.125 6.500 $ 4,230.95 360 1-Apr-31
4261502 XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $ 2,883.52 360 1-Apr-31
4261548 XXXXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $ 3,046.60 360 1-May-31
4261609 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,274.45 360 1-Apr-31
4261624 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,065.76 360 1-Apr-31
4261628 XXXXXXX XX 00000 SFD 7.125 6.500 $3,756.79 360 1-May-31
4261637 XXXXX XXXX XX 00000 SFD 7.250 6.500 $ 1,500.79 360 1-Apr-31
4261644 XXXXX XX 00000 SFD 7.000 6.500 $ 2,449.64 360 1-Apr-31
4261653 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,453.38 360 1-Apr-31
4261661 XXXXXX XXXXX XX 00000 SFD 7.500 6.500 $ 4,544.89 000 0-Xxx-00
0000000 XXXXXXX XX 00000 PUD 7.375 6.500 $ 4,244.89 360 1-Apr-31
4262301 XXXXXX XX 00000 PUD 7.125 6.500 $ 2,324.33 360 1-May-31
4262409 XXXXXXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,213.62 360 1-May-31
4262471 XXXXX XXXX XX 00000 SFD 7.500 6.500 $ 4,512.73 360 1-Apr-31
4262615 XXXXX XXXXXXXX XX 00000 SFD 7.750 6.500 $2,149.24 360 1-Apr-31
4262627 XXXXXXX XX 00000 SFD 7.250 6.500 $ 1,254.52 360 1-Apr-31
4262637 XXXXXXX XX 00000 PUD 7.375 6.500 $3,865.76 360 1-May-31
4262652 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,177.11 360 1-May-31
4262670 XXXXXXX XX 00000 SFD 7.500 6.500 $ 2,230.50 360 1-May-31
4262677 XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,351.95 360 1-Apr-31
4262682 XXXXXX XX 00000 PUD 7.125 6.500 $ 2,546.66 360 1-Apr-31
4262696 XXXXXXX XXXXX XX 00000 SFD 7.500 6.500 $ 3,468.11 360 1-Apr-31
4262722 HALF XXXX XXX XX 00000 SFD 7.750 6.500 $ 2,435.80 360 1-Apr-31
4262726 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,177.71 360 1-May-31
4262730 XXXXXXX XX 00000 PUD 7.000 6.500 $2,703.79 360 1-Apr-31
4262736 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,128.97 360 1-Apr-31
4262750 XXXXXX XX 00000 PUD 7.000 6.500 $2,807.58 360 1-Apr-31
4262758 MARTINEZ CA 94553 SFD 7.125 6.500 $ 2,399.79 360 1-Apr-31
4262858 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,603.87 360 1-May-31
4262867 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,827.54 360 1-Apr-31
4262868 XXX XXXX XX 00000 PUD 7.125 6.500 $ 2,526.44 360 1-Apr-31
4262874 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $ 4,489.39 360 1-Apr-31
4262876 XXXXXXX XX 00000 SFD 7.125 6.500 $2,856.57 360 1-Apr-31
4262887 XXXXXXX XX 00000 SFD 7.625 6.500 $ 4,600.66 360 1-Apr-31
4262900 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,587.08 360 1-May-31
4263388 XXXXXXXX XX 00000 PUD 7.125 6.500 $ 2,002.97 360 1-May-31
4263505 XXX XXXXXXXX XX 00000 LCO 7.500 6.500 $ 2,726.94 360 1-Apr-31
4265333 XX XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $ 2,122.21 360 1-Apr-31
4268027 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $ 3,485.93 000 0-Xxx-00
0000000 XXX XX 00000 SFD 7.875 6.500 $2,182.46 360 1-Dec-30
4260145 XXXXXX XXXXXX XX 00000 PUD 7.125 6.500 $ 3,658.29 360 1-Feb-31
4260155 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,235.42 360 1-Feb-31
4260179 XXX XXXX XX 00000 SFD 7.125 6.500 $3,610.80 360 1-Feb-31
4260316 XXXXXX XX 00000 SFD 7.500 6.500 $ 4,544.89 360 1-Oct-30
4260324 XXXXXXX XX 00000 PUD 7.000 6.500 $2,281.99 360 1-Apr-31
4260332 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,215.69 360 1-Mar-31
4260342 XXXXX XXXX XX 00000 SFD 7.375 6.500 $4,148.89 360 1-Mar-31
4260354 XXXXXXX XX 00000 SFD 7.250 6.500 $ 2,387.62 360 1-Mar-31
4260355 XXXX XXXX XXXX XX 00000 PUD 7.750 6.500 $ 3,761.17 360 1-Feb-31
4260358 XXXXXX XX 00000 PUD 7.250 6.500 $ 2,694.60 360 1-Mar-31
4260362 XXXXXXX XX 00000 SFD 7.875 6.500 $2,574.00 360 1-Apr-31
4260366 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,414.91 360 1-Nov-30
4260373 XXXXXXX XX 00000 SFD 7.875 6.500 $ 2,356.48 360 1-Nov-30
4260380 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,306.96 360 1-Mar-31
4260390 XXXXXXXX XX 00000 PUD 7.250 6.500 $ 2,445.26 360 1-Mar-31
4260414 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $3,410.88 360 1-Mar-31
4260432 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,128.40 360 1-Mar-31
4260444 XXXXXXX XX 00000 SFD 7.125 6.500 $ 3,658.30 360 1-Mar-31
4260453 XXXX XXXXXXX XX 00000 SFD 7.625 6.500 $ 4,268.00 360 1-Mar-31
4260471 XXXXXX XX 00000 PUD 7.375 6.500 $ 2,590.03 360 1-Oct-30
4260496 XXXX XXXXX XX 00000 PUD 7.125 6.500 $ 3,402.28 360 1-Mar-31
4260498 XXXXXXX XX 00000 SFD 7.875 6.500 $2,813.27 360 1-Dec-30
4260515 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,048.10 360 1-Feb-31
4260526 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,827.40 360 1-Mar-31
4260533 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,182.96 360 1-Mar-31
4260544 XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $ 1,882.81 360 1-Dec-30
4260548 XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,779.56 360 1-Dec-30
4260556 XXXXXXX XX 00000 PUD 7.250 6.500 $2,142.03 360 1-Jan-31
4260558 XXXXXXX XXXXX XX 00000 PUD 7.250 6.500 $ 2,665.26 360 1-Mar-31
4260578 XXXXXXXXXX XX 00000 PUD 7.875 6.500 $ 2,749.46 360 1-Nov-30
4260588 XXXXXXXX XX 00000 SFD 7.625 6.500 $ 2,944.42 360 1-Mar-31
4260595 XXXXXXX XX 00000 SFD 7.250 6.500 $4,434.15 360 1-Mar-31
4260600 XXXXXXX XXXXXX XX 00000 SFD 7.125 6.500 $ 4,123.16 360 1-Nov-30
4260603 XXXXXXXXXX XX 00000 SFD 7.625 6.500 $2,477.28 360 1-Mar-31
4260606 XXXXXX XX 00000 SFD 7.875 6.500 $ 2,430.44 360 1-Dec-30
4260615 XXX XXXX XX 00000 PUD 7.625 6.500 $2,123.38 360 1-Mar-31
4260629 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,354.26 360 1-Mar-31
4260634 SHIP XXXXXX XX 00000 SFD 7.250 6.500 $ 2,177.51 360 1-Nov-30
4260646 XXXXXXXXXX XX 00000 SFD 7.625 6.500 $3,185.08 360 1-Mar-31
4260647 XXXXXX XX 00000 LCO 7.500 6.500 $ 2,094.85 360 1-Mar-31
4260674 XXXX XX XXXX XX 00000 PUD 7.125 6.500 $3,853.67 360 1-Mar-31
4260698 XXXXXX XXXXX XXXX XX 00000 PUD 7.000 6.500 $ 2,368.48 360 1-Mar-31
4260724 XXXXXX XX 00000 PUD 7.875 6.500 $ 2,175.21 360 1-Nov-30
4260727 XXXXXXX XX 00000 PUD 7.625 6.500 $ 2,300.33 360 1-Jan-31
4260729 XXXXX XX 00000 SFD 7.000 6.500 $2,447.65 360 1-Mar-31
4260746 XXXXXXXXXX XX 00000 PUD 7.125 6.500 $2,701.62 360 1-Mar-31
4260760 XXXXXXXXX XX 00000 PUD 7.125 6.500 $ 3,095.71 360 1-Feb-31
4260767 XXXXXXXXXXXX XX 00000 PUD 7.250 6.500 $ 2,469.48 360 1-Nov-30
4260769 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 2,349.36 360 1-Mar-31
4260796 XXXXXXXXX XX 00000 SFD 7.500 6.500 $3,076.54 360 1-Dec-30
4260809 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,351.28 360 1-Feb-31
4261257 XXXXXXXXXXXX XX 00000 PUD 7.875 6.500 $ 2,603.00 360 1-Feb-31
4261268 XXXXX XX 00000 SFD 7.500 6.500 $ 4,380.58 360 1-Feb-31
4261271 XXXX XXXXX XX 00000 SFD 7.500 6.500 $ 2,249.38 360 1-Mar-31
4261305 XXXX XX 00000 SFD 7.250 6.500 $ 3,240.34 360 1-Mar-31
4261330 XXXXXXX XX 00000 PUD 7.250 6.500 $ 2,114.75 360 1-Feb-31
4261339 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,524.06 360 1-Mar-31
4261342 XXXXXXX XX 00000 SFD 7.375 6.500 $3,729.65 360 1-Feb-31
4261379 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,148.86 360 1-Feb-31
4261390 XXX XXXX XX 00000 SFD 7.250 6.500 $ 3,786.08 360 1-Mar-31
4261414 XXXXX XX 00000 SFD 7.375 6.500 $ 2,348.30 360 1-Feb-31
4261427 XXXX XXXXX XX 00000 SFD 7.250 6.500 $ 2,571.80 360 1-Mar-31
4261446 XXXXXX XX 00000 SFD 7.250 6.500 $ 2,176.15 360 1-Feb-31
4261455 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,346.69 360 1-Feb-31
4261500 XXXXX XXXX XX 00000 SFD 7.750 6.500 $2,077.60 360 1-Feb-31
4261506 XXX XXXXX XX 00000 SFD 7.625 6.500 $ 3,114.30 360 1-Feb-31
4261507 XXXXXXXXXXXX XX 00000 SFD 7.750 6.500 $2,507.45 360 1-Feb-31
4261513 XXXX XX 00000 SFD 7.500 6.500 $ 2,363.35 360 1-Feb-31
4261514 XXXXXXX XX 00000 SFD 7.875 6.500 $ 3,944.38 360 1-Dec-30
4261516 XXX XXXXXXX XX 00000 SFD 7.750 6.500 $ 4,298.47 360 1-Feb-31
4261519 XXXXXX XXXX XX 00000 SFD 7.250 6.500 $ 4,417.10 360 1-Mar-31
4261526 XXXXXXX XX 00000 PUD 7.250 6.500 $ 2,524.06 360 1-Feb-31
4261531 XXXXXXX XX 00000 SFD 7.125 6.500 $ 1,951.09 360 1-Feb-31
4261537 XXXXXX XX 00000 SFD 7.125 6.500 $ 2,155.90 360 1-Feb-31
4261542 XXXXXXXXX XX 00000 PUD 7.125 6.500 $2,759.56 360 1-Feb-31
4261676 XXXXXXXX XX 00000 SFD 7.875 6.500 $ 3,273.69 360 1-Feb-31
4261687 XXXXXXX XX 00000 SFD 7.750 6.500 $2,319.03 360 1-Apr-31
4262489 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,225.60 360 1-Feb-31
4262577 XXXXXX XX 00000 LCO 7.250 6.500 $ 2,200.02 360 1-Feb-31
4262743 XXXXX XXXX XX 00000 SFD 7.250 6.500 $ 2,728.71 360 1-Feb-31
4262761 XXXXXXX XX 00000 PUD 7.250 6.500 $ 3,361.77 360 1-Mar-31
4262768 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $3,103.90 360 1-Feb-31
4262770 XXX XXXX XX 00000 SFD 6.875 6.500 $1,995.43 360 1-Feb-29
4262775 XXXXXXX XXXX XX 00000 SFD 7.250 6.500 $ 2,251.18 360 1-Mar-31
4262778 XXX XXXXX XX 00000 SFD 7.250 6.500 $ 2,264.83 360 1-Feb-31
4262884 XXXXXX XXXXX XX 00000 PUD 7.000 6.500 $2,405.74 360 1-Nov-30
4262901 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 1,981.04 360 1-Oct-30
4262916 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,328.56 360 1-Nov-30
4262927 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 1,978.31 360 1-Sep-30
4262945 XXXXXXXX XX 00000 PUD 7.750 6.500 $ 3,761.17 360 1-Oct-30
4263407 XXXXXXX XX 00000 SFD 7.250 6.500 $2,148.86 360 1-Mar-31
4263432 XXXXXXXX XX 00000 PUD 7.000 6.500 $1,990.92 360 1-Mar-31
4263521 XXXXXX XXXXXX XX 00000 SFD 7.875 6.500 $ 2,392.73 360 1-Feb-31
4260144 XXX XX 00000 SFD 7.625 6.500 $2,795.79 360 1-Mar-31
4260150 XXXXXXX XX 00000 SFD 7.500 6.500 $ 4,474.98 360 1-Mar-31
4260156 XXXXX XXXXX XX 00000 SFD 7.500 6.500 $ 3,191.56 360 1-Mar-31
4260159 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,272.45 360 1-Mar-31
4260160 XXXXXXXXX XX 00000 SFD 7.875 6.500 $ 3,538.34 360 1-Mar-31
4260165 XXXXXXXXXX XX 00000 SFD 7.875 6.500 $ 2,430.43 360 1-Mar-31
4260167 XXXX XXXX XX 00000 SFD 7.750 6.500 $2,507.45 360 1-Feb-31
4260175 XXXXXXX XX 00000 PUD 7.125 6.500 $ 2,101.33 360 1-Feb-31
4260308 XXXXXXXX XX 00000 PUD 7.500 6.500 $ 2,097.64 360 1-Mar-31
4260455 XXXXXXXXXXX XX 00000 PUD 7.250 6.500 $ 3,069.79 360 1-Mar-31
4260472 XXXXXX XX 00000 SFD 7.250 6.500 $1,937.38 360 1-Apr-31
4261512 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 2,387.62 360 1-Apr-31
4261547 XXX XXXXXXX XX 00000 PUD 7.000 6.500 $ 2,993.86 360 1-Apr-31
(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
-------- ----------- ----- ------- --------- ------- ------- --------
5959320 $341,477.94 78.62 0.250 0.017 0.608
5920528 $627,355.56 60.00 0.250 0.017 1.108
5835179 $156,777.66 83.51 38 0.250 0.017 0.983
5835181 $137,544.15 88.94 38 0.250 0.017 0.733
5835182 $151,784.74 80.00 0.250 0.017 0.983
5835186 $129,806.44 75.58 0.250 0.017 0.733
4239882 $399,125.94 51.28 0.250 0.017 0.858
4239883 $491,971.21 73.48 0.250 0.017 0.733
4239889 $344,187.71 75.00 0.250 0.017 0.483
4240116 $339,219.06 66.67 0.250 0.017 0.608
4240144 $588,576.14 63.44 0.250 0.017 0.358
4240146 $588,860.26 75.00 0.250 0.017 0.483
4240162 $339,257.05 80.00 0.250 0.017 0.858
4240166 $474,012.87 57.58 0.250 0.017 1.108
4240174 $498,793.32 80.00 0.250 0.017 0.358
4240176 $475,754.78 79.48 0.250 0.017 0.608
4240186 $299,327.90 75.00 0.250 0.017 0.733
4240207 $307,309.96 62.86 0.250 0.017 0.733
4240221 $333,945.16 70.99 0.250 0.017 0.483
4240229 $296,064.79 90.00 06 0.250 0.017 0.483
4240232 $435,971.11 63.33 0.250 0.017 0.483
4240238 $467,649.93 72.11 0.250 0.017 0.733
4240247 $303,335.73 80.00 0.250 0.017 0.858
4240264 $299,293.66 71.43 0.250 0.017 0.483
4240293 $391,077.03 77.17 0.250 0.017 0.483
4240309 $314,474.54 80.00 0.250 0.017 0.983
4240315 $399,081.27 66.67 0.250 0.017 0.608
4240320 $513,531.89 60.59 0.250 0.017 0.983
4240332 $399,103.84 71.94 0.250 0.017 0.733
4240337 $333,083.21 90.00 11 0.250 0.017 0.608
4240355 $398,771.26 89.89 13 0.250 0.017 0.608
4240603 $348,218.10 79.32 0.250 0.017 0.733
4240632 $480,445.57 68.86 0.250 0.017 0.608
4240664 $379,390.44 76.00 0.250 0.017 0.358
4240679 $510,705.36 70.62 0.250 0.017 0.608
4240713 $448,966.42 32.14 0.250 0.017 0.608
4240739 $289,328.65 82.86 06 0.250 0.017 0.858
4240753 $372,363.89 80.00 0.250 0.017 0.733
4240772 $371,145.59 79.15 0.250 0.017 0.608
4240855 $344,024.89 75.00 0.250 0.017 0.108
4240881 $369,435.19 63.46 0.250 0.017 0.608
4240893 $351,191.51 80.00 0.250 0.017 0.608
4240907 $347,468.77 77.33 0.250 0.017 0.608
4241020 $455,736.66 52.80 0.250 0.017 0.733
4241084 $569,129.88 69.94 0.250 0.017 0.608
4241099 $314,476.04 80.00 0.250 0.017 0.608
4241117 $323,405.47 89.99 06 0.250 0.017 0.608
4241119 $319,499.24 67.37 0.250 0.017 0.483
4241138 $448,915.80 75.00 0.250 0.017 0.608
4241147 $399,362.16 89.89 06 0.250 0.017 0.858
4241163 $419,011.13 73.30 0.250 0.017 0.483
4241164 $330,795.18 80.00 0.250 0.017 0.483
4241176 $359,152.41 74.23 0.250 0.017 0.483
4241179 $298,330.10 79.68 0.250 0.017 0.733
4241212 $333,996.16 84.81 06 0.250 0.017 0.733
4241225 $409,034.68 51.25 0.250 0.017 0.483
4241233 $399,168.73 48.19 0.250 0.017 1.108
4241236 $336,997.49 75.00 0.250 0.017 0.733
4241252 $286,540.35 80.00 0.250 0.017 0.608
4241560 $292,835.03 77.78 0.250 0.017 0.733
4241576 $486,774.15 75.00 0.250 0.017 0.733
4241587 $383,999.98 71.03 0.250 0.017 0.000
4241601 $475,273.39 80.00 0.250 0.017 0.608
4241602 $648,311.62 75.54 0.250 0.017 0.000
4241617 $297,315.52 74.87 0.250 0.017 0.608
4241628 $464,556.89 80.00 0.250 0.017 0.733
4241635 $337,223.68 79.78 0.250 0.017 0.608
4241652 $428,538.64 79.99 0.250 0.017 0.483
4241657 $291,330.71 80.00 0.250 0.017 0.733
4241663 $350,436.96 90.00 13 0.250 0.017 0.358
4241671 $443,287.75 72.79 0.250 0.017 0.358
4241677 $327,581.36 70.97 0.250 0.017 1.608
4241695 $337,484.04 70.42 0.250 0.017 0.608
4241700 $359,052.61 90.00 06 0.250 0.017 0.483
4241712 $598,587.32 32.00 0.250 0.017 0.483
4241792 $339,257.05 80.00 0.250 0.017 0.858
4241805 $324,970.31 79.25 0.250 0.017 0.733
4241823 $419,390.11 77.78 0.250 0.017 0.858
4241845 $382,319.85 80.00 0.250 0.017 0.608
4242680 $299,310.95 57.15 0.250 0.017 0.608
4242770 $486,879.14 69.71 0.250 0.017 0.608
4242793 $548,778.67 70.00 0.250 0.017 1.358
4242820 $647,149.37 80.00 0.250 0.017 1.358
4242832 $349,410.23 79.55 0.250 0.017 0.108
4261868 $344,189.16 80.00 0.250 0.017 0.858
4261925 $369,406.48 59.68 0.250 0.017 0.358
4261953 $433,444.60 76.14 0.250 0.017 1.483
4262014 $349,504.34 77.78 0.250 0.017 0.983
4262117 $554,093.41 79.91 0.250 0.017 0.858
4262364 $463,243.05 79.98 0.250 0.017 0.983
4262413 $389,453.41 79.99 0.250 0.017 0.608
4262479 $319,546.84 72.73 0.250 0.017 0.983
4262511 $374,413.17 71.77 0.250 0.017 0.483
4262559 $592,241.14 69.76 0.250 0.017 1.483
4262597 $313,044.76 73.76 0.250 0.017 0.858
4262631 $579,092.36 80.00 0.250 0.017 0.483
4262665 $359,463.99 65.45 0.250 0.017 0.733
4262700 $505,107.80 80.00 0.250 0.017 0.483
4262998 $648,982.80 57.78 0.250 0.017 0.483
4263029 $378,861.30 80.00 0.250 0.017 0.733
4263047 $519,186.25 80.00 0.250 0.017 0.483
4263080 $339,575.86 75.56 0.250 0.017 1.608
4263151 $354,444.45 71.00 0.250 0.017 0.483
5959092 $846,726.09 56.67 0.250 0.017 0.608
5915026 $341,349.52 77.80 0.250 0.017 0.983
5960118 $846,961.41 67.65 0.250 0.017 0.983
5962609 $358,558.38 80.00 0.250 0.017 0.608
5977753 $477,718.13 80.00 0.250 0.017 0.608
6020953 $713,514.11 65.00 0.250 0.017 1.108
6021900 $847,097.89 28.30 0.250 0.017 0.733
6025104 $334,211.26 74.94 0.250 0.017 0.483
6025470 $489,972.02 80.00 0.250 0.017 0.608
6026158 $90,955.32 80.00 0.250 0.017 0.983
6028085 $287,321.91 78.90 0.250 0.017 0.483
6029935 $678,398.96 80.00 0.250 0.017 0.483
6030509 $996,956.16 66.67 0.250 0.017 0.483
6032761 $963,481.93 52.92 0.250 0.017 0.608
6033692 $686,256.01 80.00 0.250 0.017 0.108
4260484 $412,603.06 60.23 0.250 0.017 0.983
4260776 $348,227.12 79.98 0.250 0.017 1.108
4261194 $647,902.23 79.45 0.250 0.017 0.358
4261226 $378,743.12 80.00 0.250 0.017 0.233
4261287 $470,476.70 80.00 0.250 0.017 0.358
4261315 $356,179.40 80.00 0.250 0.017 0.233
4261335 $374,200.84 53.71 0.250 0.017 0.983
4261356 $396,599.71 80.00 0.250 0.017 0.858
4261382 $322,406.54 68.08 0.250 0.017 0.608
4261385 $398,676.97 80.00 0.250 0.017 0.233
4261412 $449,714.36 69.28 0.250 0.017 0.983
4261417 $383,128.02 68.66 0.250 0.017 0.358
4261428 $398,801.38 70.08 0.250 0.017 0.733
4261438 $323,607.67 84.02 06 0.250 0.017 0.358
4261452 $390,765.69 67.59 0.250 0.017 0.483
4261458 $648,507.06 68.42 0.250 0.017 0.608
4261462 $302,914.63 80.00 0.250 0.017 0.358
4261464 $448,684.76 61.64 0.250 0.017 0.858
4261476 $362,936.10 70.00 0.250 0.017 0.858
4261477 $411,622.66 69.00 0.250 0.017 0.608
4261479 $351,516.87 64.11 0.250 0.017 0.608
4261486 $318,967.24 80.00 0.250 0.017 0.358
4261489 $442,928.48 80.00 0.250 0.017 0.358
4261493 $518,290.44 80.00 0.250 0.017 0.358
4261497 $625,882.25 78.50 0.250 0.017 0.358
4261502 $426,618.68 80.00 0.250 0.017 0.358
4261548 $445,548.50 67.67 0.250 0.017 0.483
4261609 $474,380.49 66.21 0.250 0.017 0.483
4261624 $309,472.88 90.00 11 0.250 0.017 0.233
4261628 $556,274.28 80.00 0.250 0.017 0.358
4261637 $219,307.27 67.59 0.250 0.017 0.483
4261644 $366,982.16 61.37 0.250 0.017 0.233
4261653 $498,464.07 68.49 0.250 0.017 0.608
4261661 $648,052.28 69.89 0.250 0.017 0.733
4262280 $612,712.03 67.54 0.250 0.017 0.608
4262301 $344,167.40 78.41 0.250 0.017 0.358
4262409 $319,651.81 61.05 0.250 0.017 0.608
4262471 $643,466.04 70.00 0.250 0.017 0.733
4262615 $298,078.87 68.97 0.250 0.017 0.983
4262627 $183,170.80 79.99 0.250 0.017 0.483
4262637 $558,418.21 68.59 0.250 0.017 0.608
4262652 $458,943.45 68.66 0.250 0.017 0.608
4262670 $318,285.30 67.16 0.250 0.017 0.733
4262677 $347,970.01 69.96 0.250 0.017 0.358
4262682 $376,780.05 79.27 0.250 0.017 0.358
4262696 $494,513.69 68.41 0.250 0.017 0.733
4262722 $339,030.78 69.39 0.250 0.017 0.983
4262726 $323,131.82 79.02 0.250 0.017 0.233
4262730 $404,447.01 78.91 0.250 0.017 0.233
4262736 $318,941.58 80.00 0.250 0.017 0.233
4262750 $419,003.69 79.92 0.250 0.017 0.233
4262758 $354,928.26 74.99 0.250 0.017 0.358
4262858 $380,798.24 68.16 0.250 0.017 0.483
4262867 $420,035.70 78.70 0.250 0.017 0.233
4262868 $373,789.76 66.25 0.250 0.017 0.358
4262874 $648,003.29 66.67 0.250 0.017 0.608
4262876 $422,631.59 80.00 0.250 0.017 0.358
4262887 $644,235.44 68.42 0.250 0.017 0.858
4262900 $383,073.28 79.01 0.250 0.017 0.358
4263388 $296,582.51 84.94 06 0.250 0.017 0.358
4263505 $388,570.96 69.64 0.250 0.017 0.733
4265333 $313,983.40 73.94 0.250 0.017 0.358
4268027 $509,390.93 68.13 0.250 0.017 0.483
5901555 $299,304.25 79.99 0.250 0.017 1.108
4260145 $540,355.65 79.27 0.250 0.017 0.358
4260155 $334,323.19 74.17 0.250 0.017 0.233
4260179 $533,339.94 79.99 0.250 0.017 0.358
4260316 $645,038.17 67.01 0.250 0.017 0.733
4260324 $341,865.48 72.21 0.250 0.017 0.233
4260332 $318,935.48 66.83 0.250 0.017 0.608
4260342 $598,386.29 66.74 0.250 0.017 0.608
4260354 $348,580.40 67.96 0.250 0.017 0.483
4260355 $522,719.99 70.00 0.250 0.017 0.983
4260358 $393,113.21 70.54 0.250 0.017 0.483
4260362 $354,013.09 68.27 0.250 0.017 1.108
4260366 $350,842.06 77.80 0.250 0.017 0.483
4260373 $322,933.33 36.52 0.250 0.017 1.108
4260380 $476,955.80 54.04 0.250 0.017 0.608
4260390 $335,854.59 68.34 0.250 0.017 0.483
4260414 $498,026.06 72.46 0.250 0.017 0.483
4260432 $310,768.20 80.00 0.250 0.017 0.483
4260444 $540,802.87 74.90 0.250 0.017 0.358
4260453 $600,789.90 67.00 0.250 0.017 0.858
4260471 $371,706.51 67.62 0.250 0.017 0.608
4260496 $502,956.67 79.40 0.250 0.017 0.358
4260498 $385,814.02 80.00 0.250 0.017 1.108
4260515 $302,511.82 80.00 0.250 0.017 0.358
4260526 $565,801.33 78.36 0.250 0.017 0.358
4260533 $318,736.70 68.82 0.250 0.017 0.483
4260544 $274,240.66 75.00 0.250 0.017 0.483
4260548 $557,335.55 80.00 0.250 0.017 0.358
4260556 $312,253.97 80.00 0.250 0.017 0.483
4260558 $389,157.58 79.40 0.250 0.017 0.483
4260578 $376,503.68 80.00 0.250 0.017 1.108
4260588 $412,946.51 69.33 0.250 0.017 0.858
4260595 $647,433.85 73.86 0.250 0.017 0.483
4260600 $607,489.23 80.00 0.250 0.017 0.358
4260603 $348,717.20 56.00 0.250 0.017 0.858
4260606 $333,311.53 80.00 0.250 0.017 1.108
4260615 $298,900.46 66.67 0.250 0.017 0.858
4260629 $334,606.90 65.63 0.250 0.017 0.733
4260634 $316,904.00 77.85 0.250 0.017 0.483
4260646 $448,350.66 56.25 0.250 0.017 0.858
4260647 $298,474.26 70.00 0.250 0.017 0.733
4260674 $569,685.57 67.29 0.250 0.017 0.358
4260698 $354,523.81 80.00 0.250 0.017 0.233
4260724 $298,092.35 94.34 12 0.250 0.017 1.108
4260727 $323,321.70 38.08 0.250 0.017 0.858
4260729 $366,374.45 80.00 0.250 0.017 0.233
4260746 $399,377.43 77.86 0.250 0.017 0.358
4260760 $457,258.30 80.00 0.250 0.017 0.358
4260767 $359,396.13 79.91 0.250 0.017 0.483
4260769 $334,737.52 70.00 0.250 0.017 0.733
4260796 $437,329.82 53.99 0.250 0.017 0.733
4260809 $346,118.28 69.66 0.250 0.017 0.358
4261257 $356,677.23 90.20 33 0.250 0.017 1.108
4261268 $623,666.31 66.30 0.250 0.017 0.733
4261271 $320,491.21 69.93 0.250 0.017 0.733
4261305 $473,124.73 76.00 0.250 0.017 0.483
4261330 $308,526.92 73.81 0.250 0.017 0.483
4261339 $368,509.71 73.41 0.250 0.017 0.483
4261342 $537,496.40 68.35 0.250 0.017 0.608
4261379 $313,503.14 65.76 0.250 0.017 0.483
4261390 $552,808.92 71.61 0.250 0.017 0.483
4261414 $338,281.50 67.86 0.250 0.017 0.608
4261427 $375,511.67 75.40 0.250 0.017 0.483
4261446 $317,484.11 79.95 0.250 0.017 0.483
4261455 $342,365.34 80.00 0.250 0.017 0.483
4261500 $288,751.90 66.44 0.250 0.017 0.983
4261506 $438,058.59 53.01 0.250 0.017 0.858
4261507 $348,493.67 76.76 0.250 0.017 0.983
4261513 $336,471.18 70.42 0.250 0.017 0.733
4261514 $540,421.96 80.00 0.250 0.017 1.108
4261516 $597,417.79 66.67 0.250 0.017 0.983
4261519 $644,943.70 69.62 0.250 0.017 0.483
4261526 $368,241.77 72.55 0.250 0.017 0.483
4261531 $287,959.60 80.00 0.250 0.017 0.358
4261537 $318,441.62 80.00 0.250 0.017 0.358
4261542 $407,605.24 80.00 0.250 0.017 0.358
4261676 $449,604.82 79.91 0.250 0.017 1.108
4261687 $322,306.87 57.29 0.250 0.017 0.983
4262489 $324,699.71 75.00 0.250 0.017 0.483
4262577 $320,559.07 75.88 0.250 0.017 0.483
4262743 $398,099.24 76.19 0.250 0.017 0.483
4262761 $490,854.49 79.90 0.250 0.017 0.483
4262768 $452,837.93 75.21 0.250 0.017 0.483
4262770 $295,422.77 69.03 0.250 0.017 0.108
4262775 $328,697.20 73.33 0.250 0.017 0.483
4262778 $330,243.39 80.00 0.250 0.017 0.483
4262884 $358,869.24 80.00 0.250 0.017 0.233
4262901 $288,072.01 80.00 0.250 0.017 0.483
4262916 $311,785.27 47.04 0.250 0.017 0.233
4262927 $287,369.11 61.25 0.250 0.017 0.483
4262945 $521,184.98 63.64 0.250 0.017 0.983
4263407 $313,756.39 90.00 12 0.250 0.017 0.483
4263432 $298,008.29 95.00 12 0.250 0.017 0.233
4263521 $328,614.80 75.00 0.250 0.017 1.108
4260144 $393,246.49 53.74 0.250 0.017 0.858
4260150 $637,595.22 69.57 0.250 0.017 0.733
4260156 $454,734.95 59.18 0.250 0.017 0.733
4260159 $323,778.83 65.00 0.250 0.017 0.733
4260160 $486,298.62 80.00 0.250 0.017 1.108
4260165 $334,031.36 80.00 0.250 0.017 1.108
4260167 $348,110.22 66.04 0.250 0.017 0.983
4260175 $310,381.08 79.99 0.250 0.017 0.358
4260308 $298,669.03 68.97 0.250 0.017 0.733
4260455 $443,081.47 69.23 0.250 0.017 0.483
4260472 $283,021.84 80.00 0.250 0.017 0.483
4261512 $348,218.58 54.69 0.250 0.017 0.483
4261547 $448,511.60 72.58 0.250 0.017 0.233
---------------
$118,638,946.86
WFMBS
WFMBS 2001-19 EXHIBIT F-2 (continued)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (xvii) (xviii)
----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- -----------------------------------------------------------------
5959320 CENTRAL NATIONAL BANK CENTRAL NATIONAL BANK
0000000 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5835179 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
5835181 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
5835182 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
5835186 CUNA MUTUAL MORTGAGE CORP CUNA MUTUAL MORTGAGE CORP
4239882 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4239883 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4239889 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240116 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240144 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240146 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240162 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240166 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240174 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240176 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240186 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240207 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240221 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240229 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240232 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240238 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240247 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240264 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240293 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240309 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240315 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240320 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240332 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240337 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240355 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240603 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240632 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240664 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240679 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240713 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240739 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240753 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240772 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240855 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240881 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240893 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4240907 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241020 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241084 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241099 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241117 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241119 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241138 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241147 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241163 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241164 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241176 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241179 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241212 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241225 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241233 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241236 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241252 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241560 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241576 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241587 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241601 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241602 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241617 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241628 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241635 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241652 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241657 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241663 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241671 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241677 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241695 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241700 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241712 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241792 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241805 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241823 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4241845 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4242680 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4242770 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4242793 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4242820 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4242832 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4261868 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4261925 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4261953 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262014 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262117 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262364 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262413 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262479 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262511 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262559 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262597 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262631 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262665 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262700 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4262998 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4263029 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4263047 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4263080 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4263151 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5959092 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
5915026 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5960118 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962609 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5977753 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6020953 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6021900 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6025104 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6025470 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6026158 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6028085 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6029935 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6030509 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6032761 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
6033692 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4260484 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4260776 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261194 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261226 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261287 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261315 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261335 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261356 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261382 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261385 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261412 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261417 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261428 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261438 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261452 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261458 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261462 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261464 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261476 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261477 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261479 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261486 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261489 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261493 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261497 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261502 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261548 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261609 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261624 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261628 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261637 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261644 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261653 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4261661 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262280 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262301 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262409 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262471 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262615 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262627 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262637 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262652 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262670 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262677 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262682 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262696 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262722 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262726 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262730 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262736 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262750 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262758 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262858 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262867 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262868 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262874 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262876 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262887 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4262900 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4263388 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4263505 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4265333 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4268027 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
5901555 OLD KENT MORTGAGE COMPANY OLD KENT MORTGAGE COMPANY
4260145 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260155 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260179 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260316 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260324 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260332 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260342 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260354 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260355 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260358 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260362 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260366 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260373 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260380 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260390 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260414 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260432 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260444 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260453 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260471 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260496 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260498 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260515 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260526 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260533 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260544 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260548 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260556 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260558 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260578 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260588 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260595 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260600 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260603 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260606 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260615 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260629 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260634 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260646 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260647 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260674 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260698 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260724 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260727 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260729 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260746 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260760 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260767 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260769 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260796 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260809 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261257 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261268 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261271 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261305 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261330 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261339 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261342 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261379 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261390 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261414 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261427 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261446 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261455 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261500 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261506 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261507 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261513 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261514 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261516 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261519 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261526 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261531 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261537 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261542 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261676 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4261687 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262489 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262577 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262743 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262761 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262768 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262770 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262775 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262778 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262884 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262901 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262916 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262927 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4262945 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4263407 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4263432 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4263521 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4260144 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
0000000 WASHINGTON MUTUAL BANK X.X XXXXXXXXXX MUTUAL BANK F.A
COUNT: 288
WAC: 7.388675822
WAM: 355.6971383
WALTV: 72.01603115
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
----------------
Name of Mortgagor: ___________________________
Servicer
Loan No.: ___________________________
Custodian/Trustee
-----------------
Name: ___________________________
Address: ___________________________
Custodian/Trustee
Mortgage File No.: ___________________________
Seller
------
Name: ___________________________
Address: ___________________________
___________________________
Certificates: Mortgage Pass-Through Certificates,
Series 2001-19
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trustee for the Holders of
Mortgage Pass-Through Certificates, Series 2001-19, 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 August 30, 2001 (the "Pooling and Servicing
Agreement") among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated ______________, 20__, in the original
principal sum of $___________, made by ____________________,
payable to, or endorsed to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at
page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County
of ___________________, State of _________________ in
book/reel/docket ____________________ of official records at
page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded
on ______________________________ as instrument no.
______________ in the County Recorder's Office of the County of
______________________, State of _____________________ in
book/reel/docket ____________________ of official records at
page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as
follows:
(1) The Master Servicer shall hold and retain possession
of the Documents in trust for the benefit of the Trustee, solely for
the purposes provided in the Agreement.
(2) The Master Servicer shall not cause or permit the
Documents to become subject to, or encumbered by, any claim, liens,
security interest, charges, writs of attachment or other impositions
nor shall the Master Servicer assert or seek to assert any claims or
rights of setoff to or against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the
Trustee when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as
expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any
proceeds of proceeds, coming into the possession or control of the
Master Servicer shall at all times be earmarked for the account of the
Trustee and the Master Servicer shall keep the Documents and any
proceeds separate and distinct from all other property in the Master
Servicer's possession, custody or control.
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 20__
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED,
AND FOR NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which
he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
[ ].
3. That the Purchaser is not a "disqualified organization"
within the meaning of Section 860E(e)(5),of the Internal Revenue Code of
1986, as amended (the "Code"), or an ERISA Prohibited Holder, and will not be
a "disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Xxxxx Fargo Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 2001-19,
Class [A-R][A-LR] Certificate (the "Class [A-R][A-LR] Certificate") for the
account of, or as agent (including a broker, nominee, or other middleman)
for, any person or entity from which it has not received an affidavit
substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization,
any agency or instrumentality of any of the foregoing (other than an
instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C),
or any organization (other than a farmers' cooperative described in Code
Section 521) that is exempt from taxation under the Code unless such
organization is subject to the tax on unrelated business income imposed by
Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an
employee benefit plan or other retirement arrangement subject to Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan") or a Person acting on behalf of or investing the
assets of such a Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class
[A-R][A-LR] Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class [A-R][A-LR] Certificate in excess of
cash flows generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
Certificate to any person or entity from which the Purchaser has not received
an affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph
3, 4 or 7 hereof are not satisfied or that the Purchaser has reason to know
does not satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class
[A-R][A-LR] Certificate in connection with the conduct of a trade or business
within the United States and has furnished the transferor and the Trustee
with an effective Internal Revenue Service Form W-8ECI or successor form at
the time and in the manner required by the Code or (iii) is a Non-U.S. Person
that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of the
Class [A-R][A-LR] Certificate to it is in accordance with the requirements of
the Code and the regulations promulgated thereunder and that such transfer of
the Class [A-R][A-LR] Certificate will not be disregarded for federal income
tax purposes. "U.S. Person" means a citizen or resident of the United States,
a corporation or partnership (unless, in the case of a partnership, Treasury
regulations are adopted that provide otherwise) created or organized in or
under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United
States federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the
extent provided in applicable Treasury regulations, certain trusts in
existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class [A-R][A-LR] Certificate to such a
"disqualified organization," an agent thereof, an ERISA Prohibited Holder or
a person that does not satisfy the requirements of paragraph 4, paragraph 5
and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the
Master Servicer as its agent to act as "tax matters person" of the
[Upper-Tier REMIC][Lower-Tier REMIC] pursuant to Section 8.14 of the Pooling
and Servicing Agreement, and if such designation is not permitted by the Code
and applicable law, to act as tax matters person if requested to do so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to
be executed on its behalf, pursuant to authority of its Board of Directors,
by its [Title of Officer] this ___ day of , 20__.
[Name of Purchaser]
By:____________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and
acknowledged to me that he [she] executed the same as his [her] free act and
deed and the free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of __________, 20__.
_____________________________
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 20__.
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Xxxxx Fargo Asset Securities Corporation,
Series 2001-19, Class A-R
----------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason
to know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
EXHIBIT J
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-19
CLASS [B-4][B-5][B-6] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxx Fargo Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Xxxxx
Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series
2001-19, 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 August 30, 2001 (the "Pooling
and Servicing Agreement") among Xxxxx Fargo Asset Securities Corporation, as
seller (the "Seller"), Xxxxx Fargo Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), of Xxxxx Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-19.
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.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 20__, 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.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-4][B-5][B-6] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan
with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4][B-5][B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
(f) 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
Xxxxx Fargo Home Mortgage, Inc. Servicing Agreement
HomeSide Lending, Inc. Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
National City Mortgage Co. Servicing Agreement
Washington Mutual Bank, FA. Servicing Agreement
HSBC Mortgage Corporation (USA) Servicing Agreement
Chase Manhattan Mortgage Corporation Purchase and Warranties Agreement
CUNA Mutual Mortgage Corporation Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Central National Bank Servicing Agreement
Old Kent Mortgage Company Servicing Agreement
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of , between Xxxxx Fargo Bank
Minnesota, National Association (the "Company" and "Xxxxx Fargo Bank") and
(the "Purchaser").
PRELIMINARY STATEMENT
______________________ is the holder of the entire interest in
Xxxxx Fargo Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2001-19, Class ____ (the "Class B Certificates"). The Class B
Certificates were issued pursuant to a Pooling and Servicing Agreement dated
as of August 30, 2001 among Xxxxx Fargo Asset Securities Corporation, as
seller (the "Seller"), Xxxxx Fargo Bank Minnesota, National Association, as
Master Servicer and First Union National Bank, as 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 1.1 Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York are
required or authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of,
or obligations fully guaranteed as to principal and interest by, the United
States, or any agency or instrumentality thereof, provided such obligations
are backed by the full faith and credit of the United States, (ii) a money
market fund rated in the highest rating category by a nationally recognized
rating agency selected by the Company, (iii) cash, (iv) mortgage pass-through
certificates issued or guaranteed by Government National Mortgage
Association, FNMA or FHLMC, (v) commercial paper (including both
non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date), the issuer of which may be an
affiliate of the Company, having at the time of such investment a rating of
at least P-1 by Xxxxx'x Investors Service, Inc. ("Moody's") or at least 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 Aa2 by
Moody's, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of
at least F-1 by Fitch or P-1 by Moody's or (z) the depository institution or
trust company is one that is acceptable to either Fitch or Moody's 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 1.2 Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement
shall have the meanings assigned in the Pooling and Servicing Agreement.
SPECIAL SERVICING PROCEDURES
Section 1.3 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 1.4 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 1.5 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 1.6 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.
COLLATERAL FUND; SECURITY INTEREST
Section 1.7 Collateral Fund.
Upon receipt from the Purchaser of the initial amount required to
be deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on
its books and records an account (the "Collateral Fund"), entitled "Xxxxx
Fargo Bank Minnesota, National Association, as Master Servicer, for the
benefit of registered holders of Xxxxx Fargo Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2001-19." 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 1.8 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 1.9 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 1.10 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.
MISCELLANEOUS PROVISIONS
Section 1.11 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 1.12 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 1.13 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 1.14 Notices.
All demands, notices and direction hereunder shall be in writing
or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Xxxxx Fargo Bank Minnesota, National Association
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, XX 00000
Attention: Vice President, Master Servicing
Phone: 000-000-0000
Fax: 000-000-0000
(b) in the case of the Purchaser,
_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________
Attention:___________________________________
Section 1.15 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 1.16 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 1.17 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 1.18 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 1.19 Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company,
the Seller, and each Servicer and each person who controls the Company, the
Seller, or a Servicer and each of their respective officers, directors,
affiliates and agents acting at the Company's, the Seller's, or a Servicer's
direction (the "Indemnified Parties") against any and all losses, claims,
damages or liabilities to which they may be subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of,
or are based upon, actions taken by, or actions not taken by, the Company,
the Seller, or a Servicer, or on their behalf, in accordance with the
provisions of this Agreement and (i) which actions conflict with the
Company's, the Seller's, or a Servicer's obligations under the Pooling and
Servicing Agreement or the related Servicing Agreement, or (ii) give rise to
securities law liability under federal or state securities laws with respect
to the Certificates. The Purchaser hereby agrees to reimburse the Indemnified
Parties for the reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser
hereunder shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the Company and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Xxxxx Fargo Bank Minnesota, National
Association
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
SCHEDULE I
Xxxxx Fargo Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 2001-19
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
WFHM Mid Month Mid Month
HomeSide Lending, Inc. Prior Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
National City Mortgage Co. Mid-Month Prior Month
Washington Mutual Bank, F.A. Mid-Month Prior Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
Chase Manhattan Mortgage Mid-Month Prior Month
Corporation
CUNA Mutual Mortgage Corporation Mid-Month Prior Month
The Huntington Mortgage Company Mid-Month Prior Month
Colonial Savings, F.A. Mid-Month Prior Month
Central National Bank Mid-Month Prior Month
Old Kent Mortgage Company Mid-Month Prior Month
