================================================================================
XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
and
POOLING AND SERVICING AGREEMENT
Dated as of October 30, 2001
$518,914,226.13
Mortgage Pass-Through Certificates
Series 2001-24
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions..................................................
Section 1.02 Acts of Holders..............................................
Section 1.03 Effect of Headings and Table of Contents.....................
Section 1.04 Benefits of Agreement........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by Trustee........................................
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller..................................................
Section 2.04 Execution and Delivery of Certificates.......................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date...........................
Section 2.06 Optional Substitution of Mortgage Loans......................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account..........................................
Section 3.02 Permitted Withdrawals from the Certificate Account...........
Section 3.03 Advances by Master Servicer and Trustee......................
Section 3.04 Trustee to Cooperate;
Release of Owner Mortgage Loan Files........................
Section 3.05 Reports to the Trustee; Annual Compliance Statements.........
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan........................................................
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions.........................
Section 3.08 Oversight of Servicing.......................................
Section 3.09 Termination and Substitution of Servicing Agreements.........
Section 3.10 Application of Net Liquidation Proceeds......................
Section 3.11 Act Reports..................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions................................................
Section 4.02 Allocation of Realized Losses................................
Section 4.03 Paying Agent.................................................
Section 4.04 Statements to Certificateholders;
Reports to the Trustee and the Seller.......................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.......
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer..............................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.............................................
Section 5.02 Registration of Certificates.................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04 Persons Deemed Owners........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses....
Section 5.06 Maintenance of Office or Agency..............................
Section 5.07 Definitive Certificates......................................
Section 5.08 Notices to Clearing Agency...................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer..............
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer....................................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others.........................................
Section 6.04 Resignation of the Master Servicer...........................
Section 6.05 Compensation to the Master Servicer..........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer........
Section 6.07 Indemnification of Trustee and Seller by Master Servicer.....
ARTICLE VII
DEFAULT
Section 7.01 Events of Default............................................
Section 7.02 Other Remedies of Trustee....................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default...................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default...................
Section 7.05 Trustee to Act; Appointment of Successor.....................
Section 7.06 Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee............................................
Section 8.02 Certain Matters Affecting the Trustee........................
Section 8.03 Trustee Not Required to Make Investigation...................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans........
Section 8.05 Trustee May Own Certificates.................................
Section 8.06 The Master Servicer to Pay Fees and Expenses.................
Section 8.07 Eligibility Requirements.....................................
Section 8.08 Resignation and Removal......................................
Section 8.09 Successor....................................................
Section 8.10 Merger or Consolidation......................................
Section 8.11 Authenticating Agent.........................................
Section 8.12 Separate Trustees and Co-Trustees............................
Section 8.13 Appointment of Custodians....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions................
Section 8.15 Monthly Advances.............................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans.................
Section 9.02 Additional Termination Requirements..........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment....................................................
Section 10.02 Recordation of Agreement.....................................
Section 10.03 Limitation on Rights of Certificateholders...................
Section 10.04 Governing Law; Jurisdiction..................................
Section 10.05 Notices......................................................
Section 10.06 Severability of Provisions...................................
Section 10.07 Special Notices to Rating Agencies...........................
Section 10.08 Covenant of Seller...........................................
Section 10.09 Recharacterization...........................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate..............................
Section 11.02 Cut-Off Date.................................................
Section 11.03 Cut-Off Date Aggregate Principal Balance.....................
Section 11.04 Original Class A Percentage..................................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates................................................
Section 11.05(a) Original Class A-3 Notional Amount...........................
Section 11.05(b) Original Class A-5 Notional Amount...........................
Section 11.05(c) Original Class A-9D Notional Amount..........................
Section 11.05(d) Original Class A-9E Notional Amount..........................
Section 11.05(e) Original Class A-9F Notional Amount..........................
Section 11.05(f) Original Class A-9G Notional Amount..........................
Section 11.06 Original Class A Non-PO Principal Balance....................
Section 11.07 Original Subordinated Percentage.............................
Section 11.08 Original Class B Principal Balance...........................
Section 11.09 Original Principal Balances of the Classes of Class B
Certificates................................................
Section 11.10 Original Class B-1 Fractional Interest.......................
Section 11.11 Original Class B-2 Fractional Interest.......................
Section 11.12 Original Class B-3 Fractional Interest.......................
Section 11.13 Original Class B-4 Fractional Interest.......................
Section 11.14 Original Class B-5 Fractional Interest.......................
Section 11.15 Original Class B-1 Percentage................................
Section 11.16 Original Class B-2 Percentage................................
Section 11.17 Original Class B-3 Percentage................................
Section 11.18 Original Class B-4 Percentage................................
Section 11.19 Original Class B-5 Percentage................................
Section 11.20 Original Class B-6 Percentage................................
Section 11.21 Closing Date.................................................
Section 11.22 Right to Purchase............................................
Section 11.23 Wire Transfer Eligibility....................................
Section 11.24 Single Certificate...........................................
Section 11.25 Servicing Fee Rate...........................................
Section 11.26 Master Servicing Fee Rate....................................
EXHIBITS
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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-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-13 - Form of Face of Class A-13 Certificate
EXHIBIT A-14 - Form of Face of Class A-14 Certificate
EXHIBIT A-15 - Form of Face of Class A-15 Certificate
EXHIBIT A-16 - Form of Face of Class A-16 Certificate
EXHIBIT A-17 - Form of Face of Class A-17 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 2001-24 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Type 1 Mortgage Loans
EXHIBIT F-2 - Schedule of Type 2 Mortgage Loans
EXHIBIT F-3 - Schedule of Other Servicer Mortgage Loans
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - [Reserved]
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of October 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.
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
-----------
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accrual Certificates: The Class A-10 Certificates.
Accrual Component: The Class A-9B Component.
Accrual Distribution Amount: As to any Distribution Date prior to
the Subordination Depletion Date and the Accrual Certificates and Accrual
Component, an amount equal to the sum of (i) the Class A Interest Percentage of
such Class of Accrual Certificates or Accrual Component of the Current Class A
Interest Distribution Amount and (ii) the Class A Interest Shortfall Percentage
of such Class of Accrual Certificates or Accrual Component of the amount
distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph second of Section 4.01(a)(i) on such Distribution Date. As to any
Distribution Date on or after the Subordination Depletion Date for such Class or
Component, zero.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates, (ii) the principal portion of all
Liquidated Loan Losses incurred on such Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off Date through the end of the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date and (iii) the principal portion of all
Bankruptcy Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the period corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such
Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(z) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and the Class B Principal Balance
as of the related Determination Date and (B) the sum of (i) the sum of the Class
A Principal Balance and the Class B Principal Balance as of the Determination
Date succeeding such Distribution Date, (ii) the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Certificates with respect to such Distribution Date and (iii)
the aggregate amount that would have been distributed to all Classes as
principal in accordance with Section 4.01(a)(i) for such Distribution Date
without regard to the provisos in the definitions of Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class
B-6 Optimal Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date,
the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a)(i) on
such Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
all the Classes of Class A Certificates (other than the Class A-9 Certificates)
and all the Components.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans during the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans for
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans for which Liquidation Proceeds were received during the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Aggregate Non-PO Principal Balance: With respect to any Distribution
Date, the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance as of such Distribution Date.
Aggregate Group I Schedule I Reduction Amount: As defined in Section
4.01(b).
Aggregate Group I Schedule II Reduction Amount: As defined in
Section 4.01(b).
Aggregate Group I Schedule III Reduction Amount: As defined in
Section 4.01(b).
Aggregate Group II Schedule Reduction Amount: As defined in Section
4.01(b).
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) 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-4 Certificates, Class A-6 Certificates, Class A-7
Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13
Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16
Certificates, Class A-17 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 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-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
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-3, Class A-5, Class A-9
and Class A-10 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-3 and Class A-5 Certificates, the amount
distributable to such Class pursuant to Paragraphs first and second of Section
4.01(a)(i). As to the Class A-9 Certificates, the sum of (a) with respect to the
Class A-9A Component, the amount distributable to the Class A-9 Certificates
with respect to the Class A-9A Component pursuant to Paragraphs first, second
and third clause (A) of Section 4.01(a)(i), (b) with respect to the Class A-9B
Component, (i) as to any Distribution Date prior to the Subordination Depletion
Date, the amount distributable to the Class A-9 Certificates with respect to the
Class A-9B Component pursuant to the provisos in Paragraphs first and second of
Section 4.01(a)(i) and Paragraph third clause (A) of Section 4.01(a)(i) and (ii)
as to any Distribution Date on or after the Subordination Depletion Date, the
amount distributable to the Class A-9 Certificates with respect to the Class
A-9B Component pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a)(i), (c) with respect to the Class A-9C PO Component, the amount
distributable to the to the Class A-9 Certificates with respect to the Class
A-9C PO Component pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a)(i) on such Distribution Date and (d) with respect to the Class A-9D,
Class A-9E, Class A-9F and Class A-9G Components, the amount distributable to
the Class A-9 Certificates with respect to the Class A-9D, Class A-9E, Class
A-9F and Class A-9G Components pursuant to Paragraphs first and second of
Section 4.01(a)(i). As to the Class A-10 Certificates, (a) as to any
Distribution Date prior to the Subordination Depletion Date, the amount
distributable to the Class A-10 Certificates pursuant to the provisos in
Paragraphs first and second of Section 4.01(a)(i) and Paragraph third clause (A)
of Section 4.01(a)(i) and (b) as to any Distribution Date on or after the
Subordination Depletion Date, the amount distributable to the Class A-10
Certificates pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a)(i).
Class A Fixed Pass-Through Rate: As to any Distribution Date, the
rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Class A Certificates with respect to
such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-9 Certificates) and any
Component, the percentage calculated by dividing the Interest Accrual Amount of
such Class or Component (determined without regard to clause (ii) of the
definition thereof) by the Class A Interest Accrual Amount (determined without
regard to clause (ii) of the definition of each Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i), including, in the case of the Accrual
Certificates and Class A-9 Certificates with respect to their Accrual Component
prior to the Subordination Depletion Date, the amount included in the Accrual
Distribution Amount pursuant to clause (i) of the definition thereof. As to any
Distribution Date and Class A-9 Component, the product of (a) the Class A
Interest Shortfall Amount of the Class A-9 Certificates for such Distribution
Date and (b) a fraction, the numerator of which is the Interest Accrual Amount
for such Component and the denominator of which is the Interest Accrual Amount
for the Class A-9 Certificates.
Class A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Class A Certificates (other than the Class A-9 Certificates) or
Component, the percentage calculated by dividing the Class A Unpaid Interest
Shortfall for such Class or Component by the Aggregate Class A Unpaid Interest
Shortfall determined as of the Business Day preceding the applicable
Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Principal Balances of the Class A Certificates
(other than the Accrual Certificates and the Class A-9 Certificates) and the
Class A-9A Component; (ii) with respect to the Accrual Certificates, the lesser
of the Principal Balance of the Accrual Certificates and the Original Principal
Balance of the Accrual Certificates, and (iii) with respect to the Accrual
Component, the lesser of the Principal Balance of such Accrual Component and the
Original Principal Balance of such Accrual Component.
Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-9 Certificates) or Component
(other than the Class A-9C PO Component) then outstanding, the percentage
calculated by dividing the Principal Balance of such Class or Component (or, in
the case of the Accrual Certificates or Accrual Component, the Original
Principal Balance of such Class or Component if lower) by the Class A Loss
Denominator (determined without regard to any such Principal Balance of any
Class of Class A Certificates or Component not then outstanding), in each case
determined as of the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall, and (iii) the Class A Non-PO
Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the 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 Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Class A Certificates pursuant to
Paragraph third clause (A) of Section 4.01(a)(i).
Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-9C PO
Component.
Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the sum of the Accrual Distribution Amounts, if any, with
respect to such Distribution Date and (ii) the Class A Non-PO Principal Amount
with respect to such Distribution Date.
Class A Pass-Through Rate: As to the Class A-3, Class A-5, Class
A-10, Class A-11, Class A-16, Class A-17, Class A-R and Class A-LR Certificates,
the Class A Fixed Pass-Through Rate. As to the Class A-1 Certificates, 5.000%
per annum. As to the Class A-2 Certificates, 5.300% per annum. As to the Class
A-4 Certificates, 6.000% per annum. As to the Class A-6 Certificates, 5.750% per
annum. As to the Class A-7 Certificates, 6.200% per annum. As to the Class A-8
Certificates, 6.250% per annum. As to the Class A-12 Certificates, 6.150% per
annum. As to the Class A-13 Certificates, 5.350% per annum. As to the Class A-14
Certificates, 7.500% per annum. As to the Class A-15 Certificates, 6.700% per
annum. The Class A-9 Certificates consist of seven Components 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 October 2006, 100%. As to any Distribution
Date subsequent to October 2006 to and including the Distribution Date in
October 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 October 2007 to and including the Distribution Date in
October 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 October 2008 to and including the Distribution Date in
October 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 October 2009 to and including the Distribution Date in
October 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 October 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 October
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 November 2006 and October 2007, (2) 35% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including November 2007 and October 2008, (3) 40% of the Original Class B
Principal Balance if such Distribution Date occurs between and including
November 2008 and October 2009, (4) 45% of the Original Class B Principal
Balance if such Distribution Date occurs between and including November 2009 and
October 2010, and (5) 50% of the Original Class B Principal Balance, if such
Distribution Date occurs during or after November 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-4 Certificates, Class A-6 Certificates, Class A-7
Certificates, Class A-8 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-R Certificate and Class A-LR Certificate and the Class
A-9A Component, Class A-9B Component and Class A-9C PO Component.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates (other than the Class A-9 Certificates) and
any Component, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class or Component for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class (or in
the case of the Accrual Certificates or Accrual Component prior to the
Subordination Depletion Date, the amount included in the Accrual Distribution
Amount pursuant to clause (ii) of the definition thereof) on prior Distribution
Dates pursuant to Paragraph second of Section 4.01(a)(i).
Class A-1 Certificate: Any one of the Certificates executed by the
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-3 Notional Amount: As to any Distribution Date, an amount
equal to the sum of (i) 24.0000000000% of the Principal Balance of the Class A-1
Certificates and (ii) 20.6222222222% of the Principal Balance of the Class A-2
Certificates.
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-5 Notional Amount: As to any Distribution Date, an amount
equal to 5.7777777778% of the Principal Balance of the Class A-4 Certificates.
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-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-8 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-8 and Exhibit C hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-9 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-9 and Exhibit C hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-9 Component: Any of the Class A-9A Component, Class X-0X
Xxxxxxxxx, Xxxxx X-0X XX Xxxxxxxxx, Class A-9D Component, Class A-9E Component,
Class A-9F Component or Class A-9G Component.
Class A-9B Loss Amount: With respect to any Determination Date after
the Subordination Depletion Date, the amount, if any, by which the Principal
Balance of the Class A-9B Component would be reduced as a result of the
application of the third sentence of the definition of Principal Balance.
Class A-9D Notional Amount: As to any Distribution Date, an amount
equal to the product of (i) a fraction, the numerator of which is 6.750% less
the weighted average of the Pass-Through Rates of the Scheduled Group I and the
denominator of which is 6.750% and (ii) the sum of the aggregate Principal
Balance of the Scheduled Group I.
Class A-9E Notional Amount: As to any Distribution Date, an amount
equal to 8.0000000000% of the Principal Balance of the Class A-12 Certificates.
Class A-9F Notional Amount: As to any Distribution Date, an amount
equal to the sum of 5.3333333333% of the Principal Balance of the Class A-4
Certificates.
Class A-9G Notional Amount: As to any Distribution Date, an amount
equal to the sum of (i) 1.0370370370% of the Principal Balance of the Class A-1
Certificates and (ii) 0.8592592593% of the Principal Balance of the Class A-2
Certificates.
Class A-10 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-10 and Exhibit C hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-11 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-11 and Exhibit C hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-11 Loss Allocation Amount: With respect to any Determination
Date after the Subordination Depletion Date the lesser of (a) the Principal
Balance of the Class A-11 Certificates with respect to such Determination Date
prior to any reduction for the Class A-11 Loss Allocation Amount and (b) the
Class A-14 Loss Amount.
Class A-12 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-12 and Exhibit C hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class A-13 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-13 and Exhibit C hereto.
Class A-13 Certificateholder: The registered holder of a Class A-13
Certificate.
Class A-14 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-14 and Exhibit C hereto.
Class A-14 Certificateholder: The registered holder of a Class A-14
Certificate.
Class A-14 Loss Amount: With respect to any Determination Date after
the Subordination Depletion Date, the amount, if any, by which the Principal
Balance of the Class A-14 Certificates would be reduced as a result of the
application of the third sentence of the definition of Principal Balance.
Class A-15 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-15 and Exhibit C hereto.
Class A-15 Certificateholder: The registered holder of a Class A-15
Certificate.
Class A-15 Loss Amount: With respect to any Determination Date after
the Subordination Depletion Date, the amount, if any, by which the Principal
Balance of the Class A-15 Certificates would be reduced as a result of the
application of the third sentence of the definition of Principal Balance.
Class A-16 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-16 and Exhibit C hereto.
Class A-16 Certificateholder: The registered holder of a Class A-16
Certificate.
Class A-16 Loss Allocation Amount: With respect to any Determination
Date after the Subordination Depletion Date the lesser of (a) the Principal
Balance of the Class A-16 Certificates with respect to such Determination Date
prior to any reduction for the Class A-16 Loss Allocation Amount and (b) the
Class A-9B Loss Amount.
Class A-17 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-17 and Exhibit C hereto.
Class A-17 Certificateholder: The registered holder of a Class A-17
Certificate.
Class A-17 Loss Allocation Amount: With respect to any Determination
Date after the Subordination Depletion Date the lesser of (a) the Principal
Balance of the Class A-17 Certificates with respect to such Determination Date
prior to any reduction for the Class A-17 Loss Allocation Amount and (b) the
Class A-15 Loss Amount.
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-L1A Interest Fraction: A fraction the numerator of which is
equal to 24.0000000000% of the Principal Balance of the Class A-1 Certificates
and the denominator is equal to the Class A-3 Notional Amount.
Class A-L1B Interest Fraction: A fraction the numerator of which is
equal to 1.0370370370% of the Principal Balance of the Class A-1 Certificates
and the denominator is equal to the Class A-9G Notional Amount.
Class A-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2A Interest Fraction: A fraction the numerator of which is
equal to 20.6222222222% of the Principal Balance of the Class A-2 Certificates
and the denominator is equal to the Class A-3 Notional Amount.
Class A-L2B Interest Fraction: A fraction the numerator of which is
equal to 0.8592592593% of the Principal Balance of the Class A-2 Certificates
and the denominator is equal to the Class A-9G Notional Amount.
Class A-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L8 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L8 Interest Fraction: A fraction the numerator of which is
equal to 7.4074074074% of the Principal Balance of the Class A-8 Certificates
and the denominator is equal to the Class A-9D Notional Amount.
Class A-L9A 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-L9B 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-L9C PO 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-L10 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-L12 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L13 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L13 Interest Fraction: A fraction the numerator of which is
equal to 15.9272110417% of the Class A-L13 Principal Balance and the denominator
is equal to the Class A-9D Notional Amount.
Class A-L13 Portion: With respect to the Class A-6, Class A-7 and
Class A-15 Certificates and any Distribution Date, a fraction (expressed as a
percentage), the numerator of which is the Principal Balance of the Class A-13
Certificates as of such Distribution Date and the denominator of which is the
sum of the Principal Balances of the Class A-13 and Class A-14 Certificates.
Initially, the Class A-L13 Portion is 67.7679290894%.
Class A-L13 Principal Balance: With respect to any Distribution
Date, the sum of (i) the Principal Balance of the Class A-13 Certificates and
(ii) the Class A-L13 Portion of the aggregate of the Principal Balances of the
Class A-6, Class A-7 and Class A-15 Certificates.
Class A-L14 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-L14 Interest Fraction: A fraction the numerator of which is
equal to 2.2116842728% of the Class A-L14 Principal Balance and the denominator
is equal to the Class A-9D Notional Amount.
Class A-L14 Portion: With respect to the Class A-6, Class A-7 and
Class A-15 Certificates and any Distribution Date, a fraction (expressed as a
percentage), the numerator of which is the Principal Balance of the Class A-14
Certificates as of such Distribution Date and the denominator of which is the
sum of the Principal Balances of the Class A-13 and Class A-14 Certificates.
Initially, the Class A-L14 Portion is 32.2320709106%.
Class A-L14 Principal Balance: With respect to any Distribution
Date, the sum of (i) the Principal Balance of the Class A-14 Certificates and
(ii) the Class A-L14 Portion of the aggregate of the Principal Balances of the
Class A-6, Class A-7 and Class A-15 Certificates.
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-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, 6.750% per
annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
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 the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for
such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-6
Prepayment Percentage for such Distribution Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)(i) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b); provided, however, if the Class
B-6 Certificates are outstanding, the Class B-6 Principal Balance will equal the
difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance, the Class B-4 Principal Balance and the Class B-5 Principal Balance as
of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: With respect to any Distribution Date, the
lesser of (a) the 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.
Component: Any Class A-9 Component.
Component Rate: With respect to any Component (other than the Class
A-9C PO Component), 6.750% per annum. The Class A-9C PO Component is not
entitled to interest and has no Component Rate.
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,
Classes, Component or Components as follows:
Uncertificated Lower-Tier Corresponding Upper-Tier Class, Classes,
Interest Component or Components
------------------------- ----------------------------------------
Class A-L1 Interest Class A-1 Certificates
Class A-L2 Interest Class A-2 Certificates
Class A-L4 Interest Class A-4 Certificates and Class A-5
Certificates Class A-9F Component
Class A-L8 Interest Class A-8 Certificates
Class A-L9A Interest Class A-9A Component
Class A-L9B Interest Class A-9B Component
Class A-L9C PO Interest Class A-9C PO Component
Class A-L10 Interest Class A-10 Certificates, Class A-11
Certificates, Class A-16 Certificates and
Class A-17 Certificates
Class A-L12 Interest Class A-12 Certificates and Class A-9E
Component
Class A-L13 Interest The sum of the Principal Balance of the
Class A-13 Certificates and 67.7679290894%
of the aggregate of the Principal Balances
of the Class A-6, Class A-7 and Class A-15
Certificates.
Class A-L14 Interest The sum of the Principal Balance of the
Class A-14 Certificates and 32.2320709106%
of the aggregate of the Principal Balances
of the Class A-6, Class A-7 and Class A-15
Certificates.
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class A Certificates pursuant to
Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the 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.
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-3 and Class A-5 Certificates) representing
the principal portion of the Cut-Off Date Aggregate Principal Balance evidenced
by such Certificate. As to the Class A-3 Certificates, the amount specified on
the face of each such Certificate representing the portion of the Original Class
A-3 Notional Amount. As to the Class A-5 Certificates, the amount specified on
the face of each such Certificate representing the portion of the Original Class
A-5 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 6.750%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as two separate REMICs or result in the imposition of any
federal tax on either of the Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or other
pooled investment vehicle, the assets of which are limited to instruments
that otherwise would constitute Eligible Investments hereunder, including
any such fund that is managed by the Trustee or any affiliate of the
Trustee or for which the Trustee or any of its affiliates acts as an
adviser as long as such fund is rated in at least the highest rating
category by Fitch or Xxxxx'x.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, (i)
if the Aggregate Current Bankruptcy Losses with respect to such Distribution
Date exceed the then-applicable Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Aggregate
Current Bankruptcy Losses over the then-applicable Bankruptcy Loss Amount,
divided by (b) the Aggregate Current Bankruptcy Losses or (ii) if the Aggregate
Current Bankruptcy Losses with respect to such Distribution Date are less than
or equal to the then-applicable Bankruptcy Loss Amount, then zero. In addition,
any Bankruptcy Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized and as to which Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, (i) if the Aggregate Current Fraud Losses with respect to such
Distribution Date exceed the then-applicable Fraud Loss Amount, then the portion
of such Fraud Loss represented by the ratio of (a) the excess of the Aggregate
Current Fraud Losses over the then-applicable Fraud Loss Amount, divided by (b)
the Aggregate Current Fraud Losses, or (ii) if the Aggregate Current Fraud
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Fraud Loss Amount, then zero. In addition, any Fraud Loss
occurring with respect to a Mortgage Loan on or after the Subordination
Depletion Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized and as to
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, (i) if the Aggregate Current Special Hazard Losses with
respect to such Distribution Date exceed the then-applicable Special Hazard Loss
Amount, then the portion of such Special Hazard Loss represented by the ratio of
(a) the excess of the Aggregate Current Special Hazard Losses over the
then-applicable Special Hazard Loss Amount, divided by (b) the Aggregate Current
Special Hazard Losses, or (ii) if the Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Special Hazard Loss Amount, then zero. In addition, any Special
Hazard Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Special Hazard Loss.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Certificates is November 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) 6.750%,
(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,
which will be determined on a loan by loan basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus the sum of (a), (b) and (c), which is
not assigned to and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (i) 6.750%, (ii) the applicable Servicing
Fee Rate and (iii) the Master Servicing Fee Rate.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $10,378,284.52 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Subordination
Depletion Date or after the fifth anniversary of the Cut-Off Date the Fraud Loss
Amount shall be zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering
a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-9 Certificates), (i) the product
of (a) 1/12th of the Class A Pass-Through Rate for such Class and (b) the
Principal Balance of such Class or, in the case of the Class A-3 and Class A-5
Certificates, the Class A-3 Notional Amount and Class A-5 Notional Amount,
respectively, as of the Determination Date immediately preceding such
Distribution Date minus (ii) the Class A Interest Percentage of such Class of
(a) any Non-Supported Interest Shortfall allocated to the Class A Certificates
with respect to such Distribution Date, (b) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (c) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Subordination Depletion Date pursuant to Section 4.02(e). The Interest Accrual
Amount for the Class A-9 Certificates will equal the sum of the Interest Accrual
Amounts for the Class A-9A Component, the Class A-9B Component, the Class A-9D
Component, the Class A-9E Component, the Class A-9F Component and the Class A-9G
Component. The Class A-9C PO Component has no Interest Accrual Amount.
As to any Distribution Date and any Component, (i) the product of
(a) 1/12th of the Component Rate for such Component and (b) the Principal
Balance of such Component or, in the case of the Class A-9D Component, the Class
A-9E Component, the Class A-9F Component and Class A-9G Component, the Class
A-9D Notional Amount, the Class A-9E Notional Amount, the Class A-9F Notional
Amount and the Class A-9G Notional Amount, respectively, as of the Determination
Date immediately preceding such Distribution Date minus (ii) the Class A
Interest Percentage of such Component of (a) any Non-Supported Interest
Shortfall allocated to the Class A Certificates with respect to such
Distribution Date, (b) the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A
Certificates with respect to such Distribution Date pursuant to Section 4.02(e)
and (c) the interest portion of any Realized Losses (other than Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to
the Class A Certificates on or after the Subordination Depletion Date pursuant
to Section 4.02(e).
As to any Distribution Date and any Class of Class B Certificates an
amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the insurance policies,
if any, relating to a Mortgage Loan and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Xxxxx Fargo Bank Minnesota, National Association,
or its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of October 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, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Sections
2.02, 2.03 or 2.06 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is 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 applicable Servicing Fee Rate, as set forth in Section 11.25
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular
monthly computation of interest at such rate shall be based upon annual interest
at such rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.750%.
Non-PO Recovery: As to any Distribution Date, the amount of all
Recoveries received during the Applicable Unscheduled Principal Receipt Periods
for such Distribution Date less the 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 or the Trustee 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 according to the percentage obtained by dividing the Class A Non-PO
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
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 (i) the
Original Principal Balances of the Class A-1, Class A-2, Class A-4, Class A-6,
Class A-7, Class A-8, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-R and Class A-LR Certificates
as set forth in Section 11.05 and (ii), the Original Principal Balances of the
Class A-9A and Class A-9B Components as set forth in Section 11.05.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class A-3 Notional Amount: The Original Class A-3 Notional
Amount as set forth in Section 11.05.
Original Class A-5 Notional Amount: The Original Class A-5 Notional
Amount as set forth in Section 11.05.
Original Class A-9D Notional Amount: The Original Class A-9D
Notional Amount as set forth in Section 11.05.
Original Class A-9E Notional Amount: The Original Class A-9E
Notional Amount as set forth in Section 11.05.
Original Class A-9F Notional Amount: The Original Class A-9F
Notional Amount as set forth in Section 11.05.
Original Class A-9G Notional Amount: The Original Class A-9G
Notional Amount as set forth in Section 11.05.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.08.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.10.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.11.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.12.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-4 Fractional Interest is specified in Section
11.13.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.14.
Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.16.
Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.17.
Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.18.
Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.19.
Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.20.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.09.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Principal Balances of the Class A-9A Component, the Class A-9B
Component and the Class A-9C PO Component as set forth in Section 11.05;
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.09.
Original Subordinated Percentage: The Subordinated Percentage as of
the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any of the Mortgage Loans identified
in Exhibit F-3 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.
PAC Certificates: The Class A-1, Class A-2, Class A-4 and Class A-12
Certificates.
PAC Component: The Class A-9A Component.
PAC Group: The Class A-1, Class A-2, Class A-4 and Class A-12
Certificates and the Class A-9A Component.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the 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, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class A Certificates. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the 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 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 PO Optimal Principal Amounts for all prior
Distribution Dates exceeded the amounts distributed on the Class A-9
Certificates with respect to the Class A-9C PO Component 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 PO Recoveries
for such Distribution Date and prior Distribution Dates and (y) amounts
distributed on the Class A-9 Certificates with respect to the Class A-9C PO
Component on prior Distribution Dates pursuant to Paragraph fourth of Section
4.01(a)(i). On and after the Subordination Depletion Date, the PO Deferred
Amount will be zero. No interest will accrue on any PO Deferred Amount.
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.
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 PO Recovery for such Distribution Date.
PO Recovery: As to any Distribution Date prior to the Subordination
Depletion Date, the lesser of (a) the PO Deferred Amount for such Distribution
Date (calculated without regard to the 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.
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.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a)(i) for such
Distribution Date, calculated without regard to such proviso and assuming there
are no Principal Adjustments for such Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates (other than the Class A-3, Class A-5 and Class A-9
Certificates) and the Class A-9A Component and the Class A-9B Component, the
Original Principal Balance of such Class or Component. As of any subsequent
Determination Date prior to the Subordination Depletion Date and as to any Class
of Class A Certificates (other than the Class A-9 Certificates) and the Class
A-9A Component and the Class A-9B Component, the Original Principal Balance of
such Class or Component (increased in the case of the Accrual Certificates or
Accrual Component by the Accrual Distribution Amounts with respect to prior
Distribution Dates for such Class of Accrual Certificates or Accrual Component)
less the sum of (a) all amounts previously distributed in respect of such Class
or Component on prior Distribution Dates (i) pursuant to Paragraph third clause
(A) of Section 4.01(a)(i), (ii) as a result of a Principal Adjustment and (iii),
if applicable, from the Accrual Distribution Amounts for such prior Distribution
Dates and (b) the Realized Losses allocated through such Determination Date to
such Class or Component pursuant to Section 4.02(b). After the Subordination
Depletion Date, each such Principal Balance of a Class of Class A Certificates
(other than the Class A-9 Certificates) and the Class A-9A Component and the
Class A-9B Component will also be reduced (if clause (i) is greater than clause
(ii)) or increased (if clause (i) is less than clause (ii)) on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class or Component and the difference, if any, between (i)
the Class A Non-PO Principal Balance as of such Determination Date without
regard to this sentence and (ii) the difference between (A) the Adjusted Pool
Amount for the preceding Distribution Date and (B) the Adjusted Pool Amount (PO
Portion) for the preceding Distribution Date; provided, however, that the amount
of any such reduction for the Class A-14 and Class A-15 Certificates and the
Class A-9B Component will be decreased by the Class A-11 Loss Allocation Amount,
Class A-17 Loss Allocation Amount and Class A-16 Loss Allocation Amount,
respectively. After the Subordination Depletion Date, the Principal Balances for
the Class A-11, Class A-17 and Class A-16 Certificates will additionally be
reduced by the Class A-11 Loss Allocation Amount, Class A-17 Loss Allocation
Amount and Class A-16 Loss Allocation Amount, respectively. In addition, any
increase allocated to the Class A-14 and Class A-15 Certificates and the Class
A-9B Component pursuant to the third sentence above will instead increase the
Principal Balances of the Class A-11, Class A-17 and Class A-16 Certificates,
respectively.
As of any Determination Date, the Principal Balance of the Class A-9
Certificates will equal the sum of the Principal Balances of the Class A-9A
Component, the Class A-9B Component and the Class A-9C PO Component.
As of any subsequent Determination Date prior to the Subordination
Depletion Date and as to the Class A-9C PO Component, the Original Principal
Balance of such Class less the sum of (a) all amounts previously distributed in
respect of the Class A-9C PO Component 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-9C PO
Component pursuant to Section 4.02(b). After the Subordination Depletion Date,
the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class or
Component will be increased on any Determination Date such that the Principal
Balance of such Class or Component exceeds its Original Principal Balance (plus
any Accrual Distribution Amounts previously added to the Principal Balance of
the Accrual Certificates or Accrual Component) less all amounts previously
distributed in respect of such Class or Component on prior Distribution Dates
pursuant to Paragraph third clause (A) of Section 4.01(a)(i), Paragraph third
clause (B) of Section 4.01(a)(i), or Paragraphs seventh, tenth, thirteenth,
sixteenth, nineteenth or twenty-second of Section 4.01(a)(i).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated October 24, 2001 as supplemented by
the prospectus supplement dated October 26, 2001 and the supplement dated
October 29, 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 are Fitch and
(other than for the Class A-R and Class A-LR Certificates) 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.
Reduction Amount: As defined in Section 4.01(b).
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
Scheduled Certificates: The Class A-6, Class A-7, Class A-8, Class
A-13, Class A-14 and Class A-15 Certificates.
Scheduled Component: The Class A-9B Component.
Scheduled Group I: The Class A-6, Class A-7, Class A-8, Class A-13,
Class A-14 and Class A-15 Certificates.
Scheduled Group II: The Class A-6, Class A-7, Class A-13, Class A-14
and Class A-15 Certificates.
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.
Schedule I Reduction Amount: As defined in Section 4.01(b).
Schedule II Reduction Amount: As defined in Section 4.01(b).
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., Countrywide Home
Loans, Inc., HSBC Mortgage Corporation (USA), Colonial Savings, F.A., Hibernia
National Bank, National City Mortgage Co. and First Horizon Home Loan
Corporation as Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee 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 $5,189,142.26 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.
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.
Type 2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Prior Month Receipt Period with
respect to all types of Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class A-L1 Interest,
the Class A-L2 Interest, the Class A-L4 Interest, the Class A-L8 Interest, the
Class A-L9A Interest, the Class A-L9B Interest, the Class A-L9C PO Interest, the
Class A-L10 Interest, the Class A-L12 Interest, the Class A-L13 Interest, the
Class A-L14 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-3 and Class A-5
Certificates will each 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; provided that, if
the Principal Balance of the Class A-9 Certificates has been reduced to zero and
any of the Class A-9D Notional Amount, Class A-9E Notional Amount, Class A-9F
Notional Amount or Class A-9G Notional Amount is greater than zero, the Class
A-9 Certificates together with the Class A-3 and Class A-5 Certificates will
each be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest based on the outstanding Principal
Balance of such Class. Each Certificateholder of a Class will have a Voting
Interest equal to the product of the Voting Interest to which such Class is
collectively entitled and the Percentage Interest in such Class represented by
such Holder's Certificates. With respect to any provisions hereof providing for
action, consent or approval of each Class of Certificates or specified Classes
of Certificates, each Certificateholder of a Class will have a Voting Interest
in such Class equal to such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
WFHM: Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.
WFHM Correspondents: The entities listed on the Mortgage Loan
Schedule, from which WFHM purchased the Mortgage Loans.
WFHM Servicing Agreement: The Servicing Agreement providing for the
servicing of the Type 1 and Type 2 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.
----------------------------------------
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
---------------------
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
----------------------------
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans, and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by WFHM or the applicable WFHM
Correspondent to be a true and complete copy of the document sent for recording,
and the Seller shall use its best efforts to cause each such original recorded
document or certified copy thereof to be delivered to the Trustee promptly
following its recordation, but in no event later than one (1) year following the
Closing Date. If any Mortgage has been recorded in the name of Mortgage
Electronic Registration System, Inc. ("MERS") or its designee, no assignment of
Mortgage in favor of the Trustee will be required to be prepared or delivered
and instead, the Master Servicer shall take all actions as are necessary to
cause the Trust Estate to be shown as the owner of the related Mortgage Loan on
the records of MERS for the purpose of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. The Seller shall also
cause to be delivered to the Trustee any other original mortgage loan document
to be included in the Owner Mortgage Loan File if a copy thereof has been
delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trustee within one (1) year following the Closing Date any
original Mortgage or assignment of a Mortgage (except with respect to any
Mortgage recorded in the name of MERS) not delivered to the Trustee on the
Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, if (i) with respect to
a particular state the Trustee has received an Opinion of Counsel acceptable to
it that such recording is not required to make the assignment effective against
the parties to the Mortgage or subsequent purchasers or encumbrancers of the
Mortgaged Property or (ii) the Seller has been advised by each Rating Agency
that non-recordation in a state will not result in a reduction of the rating
assigned by that Rating Agency at the time of the initial issuance of the
Certificates. In the event that the Master Servicer receives notice that
recording is required to protect the right, title and interest of the Trustee in
and to any such Mortgage Loan for which recordation of an assignment has not
previously been required, the Master Servicer shall promptly notify the Trustee
and the Trustee shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trustee) of its
receipt of such notice deliver each previously unrecorded assignment to the
related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUSTEE.
---------------------
The Trustee, acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments (unless the related Mortgage has been registered in
the name of MERS or its designee) and other documents required to be delivered
on the Closing Date pursuant to Section 2.01 above and declares that it holds
and will hold such documents and the other documents constituting a part of the
Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set
forth, for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of
the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Seller set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trustee and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited
in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the month of substitution shall not be part of the Trust
Estate. Upon receipt by the Trustee of written notification of any such deposit
signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the
case may be, the Trustee shall release to the Seller the related Owner Mortgage
Loan File and shall execute and deliver such instrument of transfer or
assignment (or, in the case of a Mortgage Loan registered in the name of MERS or
its designee, the Master Servicer shall take all necessary action to reflect
such assignment on the records of MERS), in each case without recourse, as shall
be necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trustee on behalf of the
Certificateholders. The failure of the Trustee to give any notice contemplated
herein within forty-five (45) days after the execution of this Agreement shall
not affect or relieve the Seller's obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02.
The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee, in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER AND THE SELLER.
--------------------------------------------
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates respecting
which such information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to sell
and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is free
and clear of all encumbrances and liens having priority over the first
lien of the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller has
full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or subordinated
the Mortgage in whole or in part, released the Mortgaged Property in whole
or in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes no
representations), so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended and to the best of the Seller's knowledge, there is
no proceeding pending or threatened for the total or partial condemnation
of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state
or federal laws, regulations and other requirements, pertaining to usury,
and the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to
all occupied portions of the Mortgaged Property and, with respect to the
use and occupancy of the same, including, but not limited to, certificates
of occupancy and fire underwriting certificates, have been made or
obtained from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under the
terms of the related Mortgage Note have been made and no Mortgage Loan had
more than one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is the
legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of the Seller's
knowledge, all parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and each Mortgage
Note and Mortgage has been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and any
and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which could
not be completed due to weather and escrow funds for the completion of
swimming pools); and all costs, fees and expenses incurred in making,
closing or recording the Mortgage Loan have been paid, except recording
fees with respect to Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac,
issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be
in full force and effect and inure to the benefit of the Trustee, no
claims have been made under such mortgagee title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such
mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac against loss
by fire and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the outstanding principal
balance of the Mortgage Loan, but in no event less than the minimum amount
necessary to fully compensate for any damage or loss on a replacement cost
basis; if the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the passage
of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of acceleration;
the Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of not
more than 360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in a
planned unit development or, in the case of Mortgage Loans secured by
Co-op Shares, leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage Note,
the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Xxxxxx Xxx or Xxxxxxx Mac
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice;
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, 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.
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The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R and Class A-LR Certificates) and the Classes of Class
B Certificates as classes of "regular interests" and the Class A-R Certificate
as the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller
hereby further designates the Class A-L1 Interest, Class A-L2 Interest, Class
A-L4 Interest, Class A-L8 Interest, Class A-L9A Interest, Class A-L9B Interest,
Class A-L9C PO Interest, Class A-L10 Interest, Class A-L12 Interest, Class A-L13
Interest, Class A-L14 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 November 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.
-----------------------------------
(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
the Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING
AGREEMENTS.
-----------------------------------------
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) WFHM fails to make any advance, as a consequence of which the Trustee
is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee
provides WFHM written notice of the failure to make such advance and such
failure shall continue unremedied for a period of 15 days after receipt of such
notice, the Trustee shall terminate the WFHM Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
---------------------------------------
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
-----------
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class B-1, Class B-2 and Class B-3 Certificates pursuant to the Securities
Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
-------------
(a) (i) On each Distribution Date, the Pool Distribution Amount will
be applied in the following amounts, to the extent the Pool Distribution Amount
is sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to the
Class A Interest Accrual Amount with respect to such Distribution Date; provided
that prior to the Subordination Depletion Date, an amount equal to the amount
that would otherwise be distributable in respect of interest to the Accrual
Certificates and the Accrual Component pursuant to this provision will instead
be distributed in reduction of the Principal Balances of certain Classes of
Class A Certificates and Components, in each case in accordance with Section
4.01(b);
second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, in an aggregate amount up
to the Aggregate Class A Unpaid Interest Shortfall; provided that prior to the
Subordination Depletion Date, an amount equal to the amount that would otherwise
be distributable in respect of unpaid interest shortfalls to the Accrual
Certificates and the Accrual Component pursuant to this provision will instead
be distributed in reduction of the Principal Balances of certain Classes of
Class A Certificates and Components, in each case in accordance with Section
4.01(b);
third, concurrently, to the Class A Certificates (other than the
Class A-9 Certificates with respect to the Class A-9C PO Component) and the
Class A-9C PO Component, pro rata, based on their respective Class A Non-PO
Optimal Principal Amount and PO Optimal Principal Amount, (A) to the Class A
Certificates (other than the Class A-9 Certificates with respect to the Class
A-9C PO Component), 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-9C PO Component in an amount up to the PO Optimal Principal Amount;
fourth, to the Class A-9C PO Component in an amount up to the 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 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 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 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 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 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 PO
Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder of
the Class A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class A-9, Class A-R or Class A-LR Certificates) has been
reduced to zero or, in the case of the Class A-9 Certificates, after the latter
to occur of (i) the Principal Balance of such Class has been reduced to zero or
(ii) the Class A-9D Notional Amount, Class A-9E Notional Amount, Class A-9F
Notional Amount and Class A-9G Notional Amount have been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-3,
Class A-5 and Class A-9 Certificates) and Components (other than the Class A-9C
PO Component) 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 (other than the
Class A-L1 Interest, Class A-L2 Interest, Class A-L8 Interest, Class A-L13
Interest and Class A-L14 Interest) shall receive distributions in respect of
principal in an amount equal to the amount of principal distributed to its
respective Corresponding Upper-Tier Class, Classes, Component or Components as
provided herein. Reductions in principal balance of the Class A-L13 Interest and
Class A-L14 Interest with respect to the Class X-0, X-0 and Class A-15
Certificates shall be made by allocating such distributions using the Class
A-L13 Portion and Class A-L14 Portion (such that the ratio between the Class
A-L13 Interest and Class A-L14 Interest shall at all times equal the ratio
between the Class A-13 and Class A-14 Certificates). On each Distribution Date,
each Uncertificated Lower-Tier Interest shall receive distributions in respect
of interest in an amount equal to the Interest Accrual Amounts and Unpaid
Interest Shortfalls, as the case may be, in respect of its Corresponding
Upper-Tier Class, Classes, Component or Components, in each case to the extent
actually distributed (or, in the case of a the Accrual Certificates or the
Accrual Component, added to their Principal Balance) thereon. On each
Distribution Date, the Class A-L1 Interest shall receive a distribution in
respect of interest in an amount equal to the sum of (i) the Interest Accrual
Amount and any distribution in respect of Class A Unpaid Interest Shortfalls in
each case actually distributed on the Class A-1 Certificates, (ii) the product
of the Class A-L1A Interest Fraction and the Interest Accrual Amount and any
distribution in respect of Class A Unpaid Interest Shortfalls in each case
actually distributed on the Class A-3 Certificates and (iii) the product of the
Class A-L1B Interest Fraction and the Interest Accrual Amount and any
distribution in respect of Class A Unpaid Interest Shortfalls in each case
actually distributed on the Class A-9G Component. On each Distribution Date, the
Class A-L2 Interest shall receive a distribution in respect of interest in an
amount equal to the sum of (i) the Interest Accrual Amount and any distribution
in respect of Class A Unpaid Interest Shortfalls in each case actually
distributed on the Class A-2 Certificates, (ii) the product of the Class A-L2A
Interest Fraction and the Interest Accrual Amount and any distribution in
respect of Class A Unpaid Interest Shortfalls in each case actually distributed
on the Class A-3 Certificates and (iii) the product of the Class A-L2B Interest
Fraction and the Interest Accrual Amount and any distribution in respect of
Class A Unpaid Interest Shortfalls in each case actually distributed on the
Class A-9G Component. On each Distribution Date, the Class A-L8 Interest shall
receive a distribution in respect of interest in an amount equal to the sum of
(i) the Interest Accrual Amount and any distribution in respect of Class A
Unpaid Interest Shortfalls in each case actually distributed on the Class A-8
Certificates and (ii) the product of the Class A-L8 Interest Fraction and the
Interest Accrual Amount and any distribution in respect of Class A Unpaid
Interest Shortfalls in each case actually distributed on the Class A-9D
Component. On each Distribution Date, the Class A-L13 Interest shall receive a
distribution in respect of interest in an amount equal to the sum of (i) the
Interest Accrual Amount and any distribution in respect of Class A Unpaid
Interest Shortfalls in each case actually distributed on the Class A-13
Certificates, (ii) the Interest Accrual Amount and any distribution in respect
of Class A Unpaid Interest Shortfalls in each case actually distributed on the
Class LA-13 Portion of the Class A-6, Class A-7 and Class A-15 Certificates and
(iii) the product of the Class A-L13 Interest Fraction and the Interest Accrual
Amount and any distribution in respect of Class A Unpaid Interest Shortfalls in
each case actually distributed on the Class A-9D Component. On each Distribution
Date, the Class A-L14 Interest shall receive a distribution in respect of
interest in an amount equal to the sum of (i) the Interest Accrual Amount and
any distribution in respect of Class A Unpaid Interest Shortfalls in each case
actually distributed on the Class A-14 Certificates, (ii) the Interest Accrual
Amount and any distribution in respect of Class A Unpaid Interest Shortfalls in
each case actually distributed on the Class LA-14 Portion of the Class A-6,
Class A-7 and Class A-15 Certificates and (iii) the product of the Class A-L14
Interest Fraction and the Interest Accrual Amount and any distribution in
respect of Class A Unpaid Interest Shortfalls in each case actually distributed
on the Class A-9D Component. On each Distribution Date, each Uncertificated
Lower-Tier Interest shall receive distributions in respect of interest in an
amount equal to the Interest Accrual Amounts and Unpaid Interest Shortfalls, as
the case may be, in respect of its Corresponding Upper-Tier Class or Classes, in
each case to the extent actually distributed thereon. Such amounts distributed
to the Uncertificated Lower-Tier Interests in respect of principal and interest
with respect to any Distribution Date are referred to herein collectively as the
"Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Principal Balances of the respective
Corresponding Upper-Tier Class, Classes, Component or Components. The initial
principal balance of each Uncertificated Lower-Tier Interest equals the Original
Principal Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components.
The pass-through rate with respect to the Class A-L1 Interest, Class
A-L2 Interest, Class A-L4 Interest, Class A-L8 Interest, Class A-L9A Interest,
Class A-L9B Interest, Class A-L10 Interest, Class A-L12 Interest, Class A-L13
Interest, Class A-L14 Interest, Class A-LUR Interest, Class B-L1 Interest, Class
B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and
Class B-L6 Interest shall be 6.750% per annum. The Class A-L9C PO 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-3 and Class A-5 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-9 Certificates with respect to the
Class A-9C PO Component) as follows:
(I) the Class A Non-PO Principal Distribution Amount (other than the
Accrual Distribution Amounts) sequentially as follows:
first, concurrently, to the Class A-R and Class A-LR Certificates,
pro rata;
second, 0.35572% of the remaining Class A Non-PO Principal
Distribution Amount (other than the Accrual Distribution Amounts),
concurrently, to the Class A-11, Class A-16 and Class A-17 Certificates,
pro rata; and
third, sequentially, to the Class A-1, Class A-2, Class A-4 and
Class A-12 Certificates and the Class A-9A Component up to the PAC
Principal Amount for such Distribution Date; and
(II) the remaining Class A Non-PO Principal Distribution Amount
sequentially as follows:
first, $1,000 concurrently as follows:
(i) 80.0000000000%, concurrently, as follows:
(A) 43.0603747398% to the Class A-6 Certificates;
(B) 6.9396252602% to the Class A-7 Certificates;
(C) 6.9396252602% to the Class A-15 Certificates; and
(D) 43.0603747398%, sequentially, to the Class A-13
and Class A-14 Certificates; and
(ii) 20.0000000000% to the Class A-8 Certificates;
second, to the Scheduled Group I up to their Aggregate Group I
Schedule I Reduction Amount in accordance with the Scheduled Principal
Distribution Rules;
third, to the Class A-9B Component up to its Schedule I Reduction
Amount for such Distribution Date;
fourth, to the Class A-10 Certificates;
fifth, to the Scheduled Group I up to their Aggregate Group I
Schedule III Reduction Amount in accordance with the Scheduled Principal
Distribution Rules;
sixth, to the Class A-9B Component up to its Schedule II
Reduction Amount;
seventh, to the Scheduled Group I in accordance with the
Scheduled Principal Distribution Rules;
eighth, to the Class A-9B Component; and
ninth, sequentially, to the Class A-1, Class A-2, Class A-4 and
Class A-12 Certificates and the Class A-9A Component.
As used above, amounts distributable in accordance with the
"Scheduled Principal Distribution Rules" will be allocated sequentially as
follows:
first, to the Scheduled Group I up to their Aggregate Group I
Schedule II Reduction Amount concurrently as follows:
(i) 80.0000000000%, concurrently, as follows:
(I) 43.0603747398% to the Class A-6 Certificates;
(II) 6.9396252602% to the Class A-7 Certificates;
(III) 6.9396252602% to the Class A-15 Certificates;
and
(IV) 43.0603747398%, sequentially, to the Class A-13
and Class A-14 Certificates; and
(ii) 20.0000000000% to the Class A-8 Certificates;
second, to the Class A-8 Certificates up to their Reduction
Amount for such Distribution Date;
third, to the Scheduled Group II up to their Aggregate Group II
Schedule Reduction Amount for such Distribution Date concurrently as
follows:
(i) 43.0603747398% to the Class A-6 Certificates;
(ii) 6.9396252602% to the Class A-7 Certificates;
(iii) 6.9396252602% to the Class A-15 Certificates; and
(iv) 43.0603747398%, sequentially, to the Class A-13 and
Class A-14 Certificates; and
fourth, to the Class A-8 Certificates; and
fifth, to the Scheduled Group II concurrently as follows:
(i) 43.0603747398% to the Class A-6 Certificates;
(ii) 6.9396252602% to the Class A-7 Certificates;
(iii) 6.9396252602% to the Class A-15 Certificates; and
(iv) 43.0603747398%, sequentially, to the Class A-13 and Class
A-14 Certificates.
As used above, the "PAC Principal Amount" for any Distribution Date
and any Class of PAC Certificates or the PAC Component means the amount, if any,
that would reduce the Principal Balance of such Class or Component to the
percentage of its Original Principal Balance shown in the related table set
forth below with respect to such Distribution Date.
As used above, the "Aggregate Group I Schedule I Reduction Amount"
for any Distribution Date means the amount, if any, that would reduce the sum of
the Principal Balances of the Scheduled Group I to the percentage of the sum of
the initial Principal Balances of the Scheduled Group I shown in the related
table with respect to such Distribution Date.
As used above, the "Aggregate Group I Schedule II Reduction Amount"
for any Distribution Date means the amount, if any, that would reduce the sum of
the Principal Balances of the Scheduled Group I to the percentage of the sum of
the initial Principal Balances of the Scheduled Group I shown in the related
table with respect to such Distribution Date.
As used above, the "Aggregate Group I Schedule III Reduction Amount"
for any Distribution Date means the amount, if any, that would reduce the sum of
the Principal Balances of the Scheduled Group I to the percentage of the sum of
the initial Principal Balances of the Scheduled Group I shown in the related
table with respect to such Distribution Date.
As used above, the "Aggregate Group II Schedule Reduction Amount"
for any Distribution Date means the amount, if any, that would reduce the sum of
the Principal Balances of the Scheduled Group II to the percentage of the sum of
the initial Principal Balances of Scheduled Group II shown in the related table
with respect to such Distribution Date.
As used above, the "Reduction Amount" for any Distribution Date and
for the Class A-8 Certificates means the amount, if any, that would reduce the
Principal Balance of such Class to the percentage of the initial Principal
Balance of such Class shown in the related table with respect to such
Distribution Date.
As used above, the "Schedule I Reduction Amount" for any
Distribution Date and for the Class A-9B Component means the amount, if any,
that would reduce the Principal Balance of such Component to the percentage of
its initial Principal Balance shown in the related table with respect to such
Distribution Date.
As used above, the "Schedule II Reduction Amount" for any
Distribution Date and for the Class A-9B Component means the amount, if any,
that would reduce the Principal Balance of such Component to the percentage of
its initial Principal Balance shown in the related table with respect to such
Distribution Date.
The following tables set forth for each Distribution Date the
planned Principal Balance for the PAC Group and the scheduled Principal Balances
for the Scheduled Group I, the Scheduled Group II, the Class A-8 Certificates
and the Scheduled Component, expressed as a percentage of the initial aggregate
Principal Balance or initial Principal Balance of such Group, Class or
Component.
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF AGGREGATE INITIAL PRINCIPAL BALANCE
PAC GROUP
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Up to and including April 2006........ 51.40101343% December 2009..... 12.93463854%
September 2002..... 100.00000000% May 2006.......... 50.27022270 January 2010...... 12.50725774
October 2002....... 99.28052899 June 2006......... 49.14515425 February 2010..... 12.09352448
November 2002...... 98.52296076 July 2006......... 48.02577903 March 2010........ 11.69301125
December 2002...... 97.72768450 August 2006....... 46.91206818 April 2010........ 11.30530373
January 2003....... 96.89504395 September 2006.... 45.80399298 May 2010.......... 10.93000041
February 2003...... 96.02551903 October 2006...... 44.70152485 June 2010......... 10.56671215
March 2003......... 95.11954853 November 2006..... 43.61614379 July 2010......... 10.21506186
April 2003......... 94.17750888 December 2006..... 42.53626770 August 2010....... 9.87468411
May 2003........... 93.19986850 January 2007...... 41.46186830 September 2010.... 9.54522474
June 2003.......... 92.18713103 February 2007..... 40.39291744 October 2010...... 9.22634058
July 2003.......... 91.14004256 March 2007........ 39.32938714 November 2010..... 8.93706305
August 2003........ 90.05924258 April 2007........ 38.27124955 December 2010..... 8.65662008
September 2003..... 88.94520769 May 2007.......... 37.21847699 January 2011...... 8.38474447
October 2003....... 87.79840925 June 2007......... 36.17104187 February 2011..... 8.12117704
November 2003...... 86.61939098 July 2007......... 35.12891680 March 2011........ 7.86566639
December 2003...... 85.40904884 August 2007....... 34.09207451 April 2011........ 7.61796866
January 2004....... 84.16831625 September 2007.... 33.06048786 May 2011.......... 7.37784734
February 2004...... 82.90118266 October 2007...... 32.03412986 June 2011......... 7.14507301
March 2004......... 81.61863863 November 2007..... 31.01668317 July 2011......... 6.91942315
April 2004......... 80.33489506 December 2007..... 30.00438850 August 2011....... 6.70068194
May 2004........... 79.05765135 January 2008...... 28.99721927 September 2011.... 6.48864002
June 2004.......... 77.78687440 February 2008..... 27.99514905 October 2011...... 6.28309436
July 2004.......... 76.52253126 March 2008........ 27.02490486 November 2011..... 6.08384800
August 2004........ 75.26458920 April 2008........ 26.08551399 December 2011..... 5.89070993
September 2004..... 74.01301561 May 2008.......... 25.17603097 January 2012...... 5.70349488
October 2004....... 72.76777808 June 2008......... 24.29553882 February 2012..... 5.52202316
November 2004...... 71.52884437 July 2008......... 23.44314817 March 2012........ 5.34612048
December 2004...... 70.29618240 August 2008....... 22.61799646 April 2012........ 5.17561779
January 2005....... 69.06976026 September 2008.... 21.81924710 May 2012.......... 5.01035115
February 2005...... 67.84954620 October 2008...... 21.04608875 June 2012......... 4.85016154
March 2005......... 66.63550866 November 2008..... 20.33079434 July 2012......... 4.69489475
April 2005......... 65.42761621 December 2008..... 19.63847918 August 2012....... 4.54440117
May 2005........... 64.22583762 January 2009...... 18.96842797 September 2012.... 4.39853576
June 2005.......... 63.03014180 February 2009..... 18.31994724 October 2012...... 4.25715780
July 2005.......... 61.84049783 March 2009........ 17.69236467 November 2012..... 4.12013084
August 2005........ 60.65687496 April 2009........ 17.08502849 December 2012..... 3.98732254
September 2005..... 59.47924258 May 2009.......... 16.49730685 January 2013...... 3.85860453
October 2005....... 58.30757028 June 2009......... 15.92858719 February 2013..... 3.73385235
November 2005...... 57.14182776 July 2009......... 15.37827569 March 2013........ 3.61294525
December 2005...... 55.98198491 August 2009....... 14.84579672 April 2013........ 3.49576616
January 2006....... 54.82801177 September 2009.... 14.33059223 May 2013.......... 3.38220153
February 2006...... 53.67987855 October 2009...... 13.83212128 June 2013......... 3.27214123
March 2006......... 52.53755560 November 2009..... 13.37610800 July 2013......... 3.16547846
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF AGGREGATE INITIAL PRINCIPAL BALANCE
PAC GROUP (Continued)
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
August 2013....... 3.06210966% June 2016 0.93941536% March 2019 0.23274403%
September 2013.... 2.96193437 July 2016 0.90524403 April 2019 0.22095320
October 2013...... 2.86485518 August 2016 0.87214612 May 2019 0.20954098
November 2013..... 2.77077764 September 2016 0.84008849 June 2019 0.19849551
December 2013..... 2.67961013 October 2015 0.80903902 July 2019 0.18780529
January 2014...... 2.59126380 November 2016 0.77896657 August 2019 0.17745918
February 2014..... 2.50565250 December 2016 0.74984094 September 2019 0.16744636
March 2014........ 2.42269269 January 2017 0.72163286 October 2019 0.15775638
April 2014........ 2.34230333 February 2017 0.69431394 November 2019 0.14837908
May 2014.......... 2.26440585 March 2017 0.66785668 December 2019 0.13930463
June 2014......... 2.18892408 April 2017 0.64223440 January 2020 0.13052351
July 2014......... 2.11578411 May 2017 0.61742124 February 2020 0.12202648
August 2014....... 2.04491431 June 2017 0.59339213 March 2020 0.11380459
September 2014.... 1.97624518 July 2017 0.57012277 April 2020 0.10584917
October 2014...... 1.90970936 August 2017 0.54758961 May 2020 0.09815181
November 2014..... 1.84524152 September 2017 0.52576980 June 2020 0.09070437
December 2014..... 1.78277830 October 2017 0.50464120 July 2020 0.08349896
January 2015...... 1.72225826 November 2017 0.48418235 August 2020 0.07652794
February 2015..... 1.66362185 December 2017 0.46437244 September 2020 0.06978388
March 2015........ 1.60681129 January 2018 0.44519132 October 2020 0.06325962
April 2015........ 1.55177057 February 2018 0.42661941 November 2020 0.05694820
May 2015.......... 1.49844540 March 2018 0.40863778 December 2020 0.05084287
June 2015......... 1.44678310 April 2018 0.39122806 January 2021 0.04493709
July 2015......... 1.39673261 May 2018 0.37437244 February 2021 0.03922455
August 2015....... 1.34824441 June 2018 0.35805365 March 2021 0.03369911
September 2015.... 1.30127051 July 2018 0.34225496 April 2021 0.02835483
October 2015...... 1.25576434 August 2018 0.32696017 May 2021 0.02318594
November 2015..... 1.21168078 September 2018 0.31215354 June 2021 0.01818688
December 2015..... 1.16897606 October 2018 0.29781984 July 2021 0.01335224
January 2016...... 1.12760774 November 2018 0.28394431 August 2021 0.00867677
February 2016..... 1.08753470 December 2018 0.27051262 September 2021 0.00415894
March 2016........ 1.04871703 January 2019 0.25751091 October 2021
April 2016........ 1.01111605 February 2019 0.24492573 and thereafter 0.00000000
May 2016.......... 0.97469429
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF AGGREGATE INITIAL PRINCIPAL BALANCE
AGGREGATE GROUP I SCHEDULE I
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
November 2001..... 99.21821522% September 2003 64.88638093% July 2005 23.62484087%
December 2001..... 98.31159267 October 2003 62.90032573 August 2005 22.11433304
January 2002...... 97.28040631 November 2003 60.87480883 September 2005 20.63462819
February 2002..... 96.12505078 December 2003 58.81348674 October 2005 19.18515141
March 2002........ 94.84609336 January 2004 56.72009628 November 2005 17.76533663
April 2002........ 93.44427429 February 2004 54.60408419 December 2005 16.37462647
May 2002.......... 91.92050659 March 2004 52.48770586 January 2006 15.01247210
June 2002......... 90.27595493 April 2004 50.39840522 February 2006 13.67833312
July 2002......... 88.51187264 May 2004 48.35042502 March 2006 12.37167740
August 2002....... 86.62968307 June 2004 46.34302895 April 2006 11.09198104
September 2002.... 84.63097782 July 2004 44.37549199 May 2006 9.83872810
October 2002...... 83.32877845 August 2004 42.44710025 June 2006 8.61141061
November 2002..... 81.95701325 September 2004 40.55715080 July 2006 7.40952838
December 2002..... 80.51757629 October 2004 38.70495149 August 2006 6.23258889
January 2003...... 79.01235905 November 2004 36.88982080 September 2006 5.08010719
February 2003..... 77.44361308 December 2004 35.11108765 October 2006 3.95160576
March 2003........ 75.81358633 January 2005 33.36809129 November 2006 2.87127001
April 2003........ 74.12448480 February 2005 31.66018107 December 2006 1.81377385
May 2003.......... 72.37877521 March 2005 29.98671636 January 2007 0.77866215
June 2003......... 70.57906417 April 2005 28.34706636 February 2007
July 2003......... 68.72848813 May 2005 26.74060994 and thereafter 0.00000000
August 2003....... 66.83002235 June 2005 25.16673551
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF AGGREGATE INITIAL PRINCIPAL BALANCE
AGGREGATE GROUP I SCHEDULE II
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
November 2001..... 99.21821522% January 2006 57.66967011% March 2010 31.56634600%
December 2001..... 98.31159267 February 2006 57.24232923 April 2010 30.70688535
January 2002...... 97.28040631 March 2006 56.81817660 May 2010 29.83889129
February 2002..... 96.12505078 April 2006 56.39715529 June 2010 28.96273670
March 2002........ 94.84609336 May 2006 55.97920872 July 2010 28.07878125
April 2002........ 93.44427429 June 2006 55.56428070 August 2010 27.18737181
May 2002.......... 91.92050659 July 2006 55.15231545 September 2010 26.28884284
June 2002......... 90.27595493 August 2006 54.74325753 October 2010 25.38351682
July 2002......... 88.51187264 September 2006 54.33705190 November 2010 24.45947935
August 2002....... 86.62968307 October 2006 53.93364388 December 2010 23.53031899
September 2002.... 84.63097782 November 2006 53.53861149 January 2011 22.59627514
October 2002...... 83.32877845 December 2006 53.14623377 February 2011 21.65757850
November 2002..... 82.00424320 January 2007 52.75645716 March 2011 20.71445125
December 2002..... 80.73597969 February 2007 52.36922844 April 2011 19.76710741
January 2003...... 79.52348403 March 2007 51.98449475 May 2011 18.81575301
February 2003..... 78.36609956 April 2007 51.60220357 June 2011 17.86058637
March 2003........ 77.26321678 May 2007 51.22230273 July 2011 16.90179834
April 2003........ 76.21429722 June 2007 50.84474039 August 2011 15.93957251
May 2003.......... 75.21869949 July 2007 50.46946507 September 2011 14.97408546
June 2003......... 74.27574320 August 2007 50.09642562 October 2011 14.00550694
July 2003......... 73.38447538 September 2007 49.72557120 November 2011 13.03400011
August 2003....... 72.54406395 October 2007 49.35685130 December 2011 12.05972173
September 2003.... 71.75386124 November 2007 48.99198313 January 2012 11.08282234
October 2003...... 71.01322624 December 2007 48.62912917 February 2012 10.10344650
November 2003..... 70.32143708 January 2008 48.26823998 March 2012 9.12173292
December 2003..... 69.67737537 February 2008 47.90926647 April 2012 8.13781467
January 2004...... 69.07988127 March 2008 47.52199319 May 2012 7.15181935
February 2004..... 68.52434965 April 2008 47.10743896 June 2012 6.16386926
March 2004........ 67.99828178 May 2008 46.66659232 July 2012 5.17408154
April 2004........ 67.48554840 June 2008 46.20041014 August 2012 4.18256839
May 2004.......... 66.97736321 July 2008 45.70981862 September 2012 3.18943713
June 2004......... 66.47365965 August 2008 45.19571418 October 2012 2.19479044
July 2004......... 65.97437164 September 2008 44.65896435 November 2012 1.19872646
August 2004....... 65.47943353 October 2008 44.10040867 December 2012 0.20133893
September 2004.... 64.98878022 November 2008 43.49488032 January 2013
October 2004...... 64.50234701 December 2008 42.87022606 and thereafter 0.00000000
November 2004..... 64.02006971 January 2009 42.22717894
December 2004..... 63.54188456 February 2009 41.56644784
January 2005...... 63.06772829 March 2009 40.88871815
February 2005..... 62.59753805 April 2009 40.19465253
March 2005........ 62.13125144 May 2009 39.48489159
April 2005........ 61.66880651 June 2009 38.76005457
May 2005.......... 61.21014177 July 2009 38.02073999
June 2005......... 60.75519612 August 2009 37.26752628
July 2005......... 60.30390891 September 2009 36.50097239
August 2005....... 59.85621995 October 2009 35.72161839
September 2005.... 59.41206941 November 2009 34.91091061
October 2005...... 58.97139792 December 2009 34.08959163
November 2005..... 58.53414651 January 2010 33.25810698
December 2005..... 58.10025663 February 2010 32.41688673
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF AGGREGATE INITIAL PRINCIPAL BALANCE
AGGREGATE GROUP I SCHEDULE III
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
November 2001..... 99.21821522% January 2003 79.01235905% March 2004 31.04491654%
December 2001..... 98.31159267 February 2003 76.44271300 April 2004 27.45429322
January 2002...... 97.28040631 March 2003 73.39928314 May 2004 23.99186996
February 2002..... 96.12505078 April 2003 70.24912159 June 2004 20.65383572
March 2002........ 94.84609336 May 2003 66.99984562 July 2004 17.43648679
April 2002........ 93.44427429 June 2003 63.65944169 August 2004 14.33622370
May 2002.......... 91.92050659 July 2003 60.23706804 September 2004 11.34954840
June 2002......... 90.27595493 August 2003 56.74155247 October 2004 8.47306136
July 2002......... 88.51187264 September 2003 53.18118871 November 2004 5.70345883
August 2002....... 86.62968307 October 2003 49.56439209 December 2004 3.03753016
September 2002.... 84.63097782 November 2003 45.89998092 January 2005 0.47215524
October 2002...... 83.32877845 December 2003 42.19821562 February 2005
November 2002..... 81.95701325 January 2004 38.46943778 and thereafter 0.00000000
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
AGGREGATE GROUP II SCHEDULE
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
November 2001..... 99.15756044% August 2002 30.78619396% May 2003 9.83731852%
December 2001..... 90.79545519 September 2002 26.13915445 June 2003 8.04359690
January 2002...... 78.84959946 October 2002 22.01174972 July 2003 5.86390023
February 2002..... 67.36602786 November 2002 18.45627025 August 2003 3.94209855
March 2002........ 58.38471080 December 2002 15.44410437 September 2003 2.25431611
April 2002........ 52.24229557 January 2003 12.94648227 October 2003 0.77701969
May 2002.......... 46.42398514 February 2003 11.32133642 November 2003
June 2002......... 40.91679144 March 2003 10.58296071 and thereafter 0.00000000
July 2002......... 35.70820828 April 2003 10.09604942
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-8 CERTIFICATES
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
November 2001..... 99.39302230% June 2002 48.74247874% January 2003 29.57987236%
December 2001..... 98.68912054 July 2002 36.84851936 February 2003 24.57418430
January 2002...... 97.88850746 August 2002 32.79408828 March 2003 16.71790962
February 2002..... 96.99148942 September 2002 29.58147236 April 2003 9.17053632
March 2002........ 90.07450154 October 2002 29.58107236 May 2003 1.92798010
April 2002........ 76.12453862 November 2002 29.58067236 June 2003
May 2002.......... 62.34798388 December 2002 29.58027236 and thereafter 0.00000000
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-9B COMPONENT SCHEDULE I
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
November 2001..... 100.56250000% October 2005 130.89737859% September 2009 84.64163239%
December 2001..... 101.12816405 November 2005 131.63367635 October 2009 82.65207292
January 2002...... 101.69700998 December 2005 132.37411577 November 2009 80.62494341
February 2002..... 102.26905567 January 2006 133.11872018 December 2009 78.59706889
March 2002........ 102.84431910 February 2006 133.86751298 January 2010 76.56921941
April 2002........ 103.42281840 March 2006 134.62051774 February 2010 74.54212825
May 2002.......... 104.00457175 April 2006 135.37775816 March 2010 72.51649322
June 2002......... 104.58959747 May 2006 136.13925804 April 2010 70.49297785
July 2002......... 105.17791396 June 2006 136.90504136 May 2010 68.47221274
August 2002....... 105.76953971 July 2006 137.67513223 June 2010 66.45479668
September 2002.... 106.36449338 August 2006 138.44955484 July 2010 64.44129779
October 2002...... 106.96279365 September 2006 139.22833359 August 2010 62.43225463
November 2002..... 107.56445938 October 2006 140.01149296 September 2010 60.42817736
December 2002..... 108.16950946 November 2006 140.79905761 October 2010 58.42954862
January 2003...... 108.77796295 December 2006 141.59105231 November 2010 56.41883131
February 2003..... 109.38983899 January 2007 142.38750199 December 2010 54.41674777
March 2003........ 110.00515683 February 2007 142.45896008 January 2011 52.42357859
April 2003........ 110.62393583 March 2007 140.17969663 February 2011 50.43958591
May 2003.......... 111.24619548 April 2007 137.97047391 March 2011 48.46501426
June 2003......... 111.87195532 May 2007 135.82998646 April 2011 46.50009103
July 2003......... 112.50123508 June 2007 133.75694947 May 2011 44.54502721
August 2003....... 113.13405452 July 2007 131.75009833 June 2011 42.60001811
September 2003.... 113.77043357 August 2007 129.80818837 July 2011 40.66524375
October 2003...... 114.41039228 September 2007 127.92999455 August 2011 38.74086963
November 2003..... 115.05395072 October 2007 126.11431114 September 2011 36.82704724
December 2003..... 115.70112920 November 2007 124.38336389 October 2011 34.92391460
January 2004...... 116.35194804 December 2007 122.71217796 November 2011 33.03159675
February 2004..... 117.00642776 January 2008 121.09960747 December 2011 31.15020633
March 2004........ 117.66458891 February 2008 119.54452468 January 2012 29.27984402
April 2004........ 118.32645223 March 2008 117.95198420 February 2012 27.42059909
May 2004.......... 118.99203853 April 2008 116.32421369 March 2012 25.57254973
June 2004......... 119.66136873 May 2008 114.66336303 April 2012 23.73576362
July 2004......... 120.33446394 June 2008 112.97149979 May 2012 21.91029837
August 2004....... 121.01134529 July 2008 111.25061188 June 2012 20.09620178
September 2004.... 121.69203412 August 2008 109.50261019 July 2012 18.29351240
October 2004...... 122.37655181 September 2008 107.72933125 August 2012 16.50225990
November 2004..... 123.06491990 October 2008 105.93253952 September 2012 14.72246534
December 2004..... 123.75716008 November 2008 104.06466891 October 2012 12.95414159
January 2005...... 124.45329410 December 2008 102.17914715 November 2012 11.19729377
February 2005..... 125.15334389 January 2009 100.27746362 December 2012 9.45191944
March 2005........ 125.85733144 February 2009 98.36104655 January 2013 7.71800904
April 2005........ 126.56527894 March 2009 96.43126498 February 2013 5.99554607
May 2005.......... 127.27720864 April 2009 94.48943088 March 2013 4.28450761
June 2005......... 127.99314293 May 2009 92.53680103 April 2013 2.58486438
July 2005......... 128.71310436 June 2009 90.57457891 May 2013 0.89658114
August 2005....... 129.43711558 July 2009 88.60391655 June 2013
September 2005.... 130.16519934 August 2009 86.62591628 and thereafter 0.00000000
SCHEDULED PRINCIPAL BALANCES
AS PERCENTAGES OF INITIAL PRINCIPAL BALANCE
CLASS A-9B COMPONENT SCHEDULE II
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
INITIAL INITIAL INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
November 2001..... 100.56250000% August 2002 97.14874361% May 2003 32.97219011%
December 2001..... 101.12816405 September 2002 89.81614160 June 2003 27.37304058
January 2002...... 101.69700998 October 2002 81.97546439 July 2003 21.77549242
February 2002..... 102.26905566 November 2002 73.66340460 August 2003 16.21612058
March 2002........ 102.84431910 December 2002 64.91904934 September 2003 10.72992167
April 2002........ 103.42281840 January 2003 55.78292524 October 2003 5.35177986
May 2002.......... 104.00457175 February 2003 49.41360135 November 2003 0.11689000
June 2002......... 104.58959747 March 2003 44.02703370 December 2003
July 2002......... 103.94167652 April 2003 38.53521710 and thereafter 0.00000000
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Subordination Depletion Date, the Class A
Non-PO Principal Distribution Amount shall be distributed among the Class A
Certificates (other than the Class A-9 Certificates with respect to the Class
A-9C PO Component) 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 and the Class B Distribution
Amount with respect to each Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance or notional amount of any Class of
Class A Certificates (other than the Class A-9, 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-9 Certificates, upon
the later of (a) the Principal Balance of such Class being reduced to zero or
(b) the Class A-9D Notional Amount, Class A-9E Notional Amount, Class A-9F
Notional Amount and the Class A-9G Notional Amount each being reduced to zero,
the Master Servicer shall, as soon as practicable after the Determination Date
relating to such Distribution Date, send a notice to the 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-9 Certificates with respect to the Class A-9C PO Component) and Class
A-9C PO Component, 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-9C PO
Component 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-9C PO Component in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-9 Certificates) and the Class A-9A Component and the
Class A-9B Component and Class B Certificates based on the Class A Non-PO
Principal Balance and the Class B Principal Balance, respectively. Any such loss
allocated to the Class A Certificates shall be allocated on the subsequent
Determination Date to the outstanding Classes of Class A Certificates (other
than the Class A-9 Certificates) and the Class A-9A Component and Class A-9B
Component in accordance with the Class A Loss Percentages as of such
Determination Date. Any such loss allocated to the Class B Certificates shall be
allocated pro rata among the outstanding Classes of Class B Certificates based
on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) [Intentionally Left Blank]
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and (ii) the Class B Certificates, pro rata based on the
Class A Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates (other than the Class A-9
Certificates) and the Components based on their Class A Interest Percentages.
Any such loss allocated to the Class B Certificates will be allocated among the
outstanding Classes of Class B Certificates based on their Class B Interest
Percentages. In addition, after the Class B Principal Balance has been reduced
to zero, the interest portion of Realized Losses (other than Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be
allocated among the outstanding Classes of Class A Certificates based on their
Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class, Classes, Component or Components
as provided above.
(h) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03 PAYING AGENT.
------------
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i)hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS;
REPORTS TO THE TRUSTEE AND THE SELLER.
-------------------------------------
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to interest, (b) the amount of the
Current 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-3 Certificates, the Class A-3
Notional Amount, if any;
(xxiv) in the case of the Class A-5 Certificates, the Class A-5
Notional Amount, if any;
(xxv) in the case of the Class A-9 Certificates, the Class A-9D
Notional Amount, the Class A-9E Notional Amount, the Class A-9F Notional
Amount and the Class A-9G Notional Amount if any;
(xxvi) the PO Deferred Amount if any;
(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 $50 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
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. 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 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 X-0,
Xxxxx X-0, 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-3, Class A-5, Class A-R and Class A-LR Certificates)
that evidences one Single Certificate plus such additional principal portion or
notional amount as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class), and shall be
substantially in the respective forms set forth as Exhibits X-0, X-0, X-0, X-0,
X-0, X-0, X-0, X-0, X-0, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-X,
X-XX, X-0, X-0, X-0, X-0, X-0, X-0 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 Certificates are covered
by Sections I and III of PTE 95-60 or (ii) in the case of any such Class B-4,
Class B-5 or Class B-6 Certificate presented for registration in the name of a
Plan, or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to
the 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, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
--------------------------
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
-----------------------------------------------
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE
MASTER SERVICER.
--------------------------------------------
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE
MASTER SERVICER AND OTHERS.
------------------------------------------
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, including without limitation, any legal action against the Trustee
in its capacity as trustee hereunder, other than any loss, liability or expense
(including without limitation, expenses payable by the Master Servicer under
Section 8.06) incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of his or its duties hereunder or by reason of
reckless disregard of his or its obligations and duties hereunder. The Seller,
the Master Servicer and any of the directors, officers, employees or agents of
either may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; provided, however, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A Certificates and Class B Certificates in the
same manner as Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
----------------------------------
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
-----------------------------------
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER
SERVICER.
--------------------------------------------
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac,
is satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER
SERVICER.
-----------------------------------------------
The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
-----------------
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to
the Paying Agent as required by Section 4.03 or (b) to distribute or cause
to be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property;
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of
all or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both Xxxxxx Mae and Xxxxxxx Mac, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
-------------------------
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND
DUTIES OF TRUSTEE DURING EVENT OF DEFAULT.
-----------------------------------------
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE
MASTER SERVICER AND UPON EVENT OF DEFAULT.
-----------------------------------------
In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
SECTION 7.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
----------------------------------------
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
----------------------------------
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.
-----------------
The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee, and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee under this Agreement; and
(iii) The Trustee shall not be liable for any error of judgment
made in good faith by any of its Responsible Officers, unless it shall be
proved that the Trustee or such Responsible Officer, as the case may be,
was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
-------------------------------------
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties and the manner of
obtaining consents and evidencing the authorization of the execution
thereof shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) The Trustee may consult with counsel, and any written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(iv) Subject to Section 7.04, the Trustee shall not be
accountable, shall have no liability and makes no representation as to any
acts or omissions hereunder of the Master Servicer until such time as the
Trustee may be required to act as Master Servicer pursuant to Section 7.05
and thereupon only for the acts or omissions of the Trustee as successor
Master Servicer; and
(v) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys.
SECTION 8.03 TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION.
------------------------------------------
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
by the Master Servicer upon demand.
SECTION 8.04 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE
LOANS.
-----------------------------------------------
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05 TRUSTEE MAY OWN CERTIFICATES.
----------------------------
The Trustee and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent and may transact banking
and/or trust business with the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
--------------------------------------------
The Master Servicer covenants and agrees to pay to the Trustee from
time to time, from its own funds, and the Trustee shall be entitled to receive,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee and,
except as otherwise agreed by the Master Servicer and the Trustee, the Master
Servicer will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith. The Trustee shall have no right of
reimbursement from the Trust Estate for any such expenses, disbursements and
advances not paid or reimbursed to it by the Master Servicer.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
------------------------
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
-----------------------
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
SECTION 8.09 SUCCESSOR.
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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.
-----------------------
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 Form
8811 and apply for an Employee Identification Number with a Form SS-4 or any
other permissible method and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans),
other assets and liabilities of each REMIC, and the fair market value and
adjusted basis of the property of each REMIC determined at such intervals as may
be required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class
A-R, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates and the interests in the Lower-Tier REMIC represented by the Class
A-L1, Class A-L2, Class A-L4, Class A-L9A, Class A-L9B, Class A-L9C PO, Class
A-L10, Class A-L12, Class A-L13, Class A-L14, 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 any of the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate to
tax or (c) cause the Trust Estate to fail to qualify as two separate REMICs;
(ix) exercise reasonable care not to allow the either the Upper-Tier REMIC or
the Lower-Tier REMIC to receive income from the performance of services or from
assets not permitted under the REMIC Provisions to be held by a REMIC; (x) pay
(on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any
federal income tax, including, without limitation, prohibited transaction taxes,
taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the Upper-Tier REMIC
or Lower-Tier REMIC, as the case may be, when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the Upper-Tier REMIC and the Lower-Tier REMIC within the
meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer is
hereby designated as agent of the Class A-R and Class A-LR Certificateholders
for such purpose (or if the Master Servicer is not so permitted, the Holders of
the Class A-R and Class A-LR Certificates shall be the tax matters persons for
the Upper-Tier REMIC and Lower-Tier REMIC, respectively, in accordance with the
REMIC Provisions). The Master Servicer shall be entitled to be reimbursed
pursuant to Section 3.02 for any taxes paid by it pursuant to clause (x) of the
preceding sentence, except to the extent that such taxes are imposed as a result
of the bad faith, willful misfeasance or gross negligence of the Master Servicer
in the performance of its obligations hereunder. The Trustee 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
(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, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
-----------------------------------
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of
complete liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC as
of the date of such notice (or, if earlier, the date on which the first
such notice is mailed to Certificateholders). The Master Servicer shall
also specify such date in a statement attached to the final tax returns of
the Upper-Tier REMIC and the Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such
cash within 90 days of such adoption in the manner specified in Section
9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
---------
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein or in the related
Prospectus, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust Estate
as two separate REMICs at all times that any Certificates are outstanding or to
avoid or minimize the risk of the imposition of any federal tax on the Trust
Estate, the Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that
would be a claim against the Trust Estate, provided that (a) the Trustee 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 the Lower-Tier Certificate Account
provided that such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, any amendment pursuant to clause (iv) or (vi) shall not be deemed to
adversely affect in any material respect the interest of Certificateholders and
no Opinion of Counsel to that effect shall be required if the person requesting
the amendment instead obtains a letter from each Rating Agency stating that the
amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trustee; provided, however, (i) that such
amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of
(a) changing the Applicable Unscheduled Principal Receipt Period for
Type 2 Mortgage Loans to a Mid-Month Receipt Period with respect to all
Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period for
all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior Month
Receipt Period with respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
SECTION 10.02 RECORDATION OF AGREEMENT.
------------------------
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
------------------------------------------
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
---------------------------
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
-------
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Xxxxx Fargo Asset Securities Corporation, 0000 Xxx
Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer and the
Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to
Xxxxx Fargo Bank Minnesota, National Association, 0000 Xxx Xxxxxxx Xxx,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Vice President or such other address as
may hereafter be furnished to the Seller and the Trustee in writing by the
Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust Office
or such other address as may hereafter be furnished to the Seller and the Master
Servicer in writing by the Trustee, in each case Attention: Corporate Trust
Department. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice mailed or transmitted
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the addressee receives such notice,
provided, however, that any demand, notice or communication to or upon the
Seller, the Master Servicer or the Trustee shall not be effective until
received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
--------------------------
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
----------------------------------
(a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer
pursuant to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to
Section 8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
------------------
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
------------------
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CLASS A FIXED PASS-THROUGH RATE.
-------------------------------
The Class A Fixed Pass-Through Rate is 6.750% per annum.
SECTION 11.02 CUT-OFF DATE.
------------
The Cut-Off Date for the Certificates is October 1, 2001.
SECTION 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
----------------------------------------
The Cut-Off Date Aggregate Principal Balance is $518,914,226.13.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
---------------------------
The Original Class A Percentage is 96.64250490%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES AND COMPONENTS.
---------------------------------------------
As to the following Classes of Class A Certificates and Components,
the Principal Balance of such Class and Component as of the Cut-Off Date, as
follows:
Original
Class Principal Balance
----- -----------------
Class A-1 $60,000,000.00
Class A-2 $72,000,000.00
Class A-4 $41,414,000.00
Class A-6 $62,050,000.00
Class A-7 $10,000,000.00
Class A-8 $50,000,000.00
Class A-10 $23,256,000.00
Class A-11 $ 670,000.00
Class A-12 $39,000,000.00
Class A-13 $42,050,000.00
Class A-14 $20,000,000.00
Class A-15 $10,000,000.00
Class A-16 $ 775,000.00
Class A-17 $ 335,000.00
Class A-R $50.00
Class A-LR $50.00
Original
Component Principal Balance
--------- -----------------
Class A-9A Component $ 6,450,000.00
Class A-9B Component $62,400,000.00
Class A-9C PO Component $ 1,129,530.36
SECTION 11.05(A) ORIGINAL CLASS A-3 NOTIONAL AMOUNT
----------------------------------
The Original Class A-3 Notional Amount is $29,781,333.33.
SECTION 11.05(B) ORIGINAL CLASS A-5 NOTIONAL AMOUNT
----------------------------------
The Original Class A-5 Notional Amount is $2,392,808.89.
SECTION 11.05(C) ORIGINAL CLASS A-9D NOTIONAL AMOUNT
-----------------------------------
The Original Class A-9D Notional Amount is $20,284,444.44.
SECTION 11.05(D) ORIGINAL CLASS A-9E NOTIONAL AMOUNT
-----------------------------------
The Original Class A-9E Notional Amount is $3,466,666.67.
SECTION 11.05(E) ORIGINAL CLASS A-9F NOTIONAL AMOUNT
-----------------------------------
The Original Class A-9F Notional Amount is $2,208,746.67.
SECTION 11.05(F) ORIGINAL CLASS A-9G NOTIONAL AMOUNT
-----------------------------------
The Original Class A-9F Notional Amount is $1,240,888.89.
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
-----------------------------------------
The Original Class A Non-PO Principal Balance is $500,400,100.00.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
--------------------------------
The Original Subordinated Percentage is 3.35749510%.
SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE.
----------------------------------
The Original Class B Principal Balance is $17,384,595.77
SECTION 11.09 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS B CERTIFICATES.
---------------------------------------------
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $9,341,000.00
Class B-2 $2,854,000.00
Class B-3 $2,076,000.00
Class B-4 $1,297,000.00
Class B-5 $ 778,000.00
Class B-6 $1,038,595.77
SECTION 11.10 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-1 Fractional Interest is 1.55346340%.
--------------------------------------
SECTION 11.11 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-2 Fractional Interest is 1.00226905%.
SECTION 11.12 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-3 Fractional Interest is 0.60133020%.
SECTION 11.13 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-4 Fractional Interest 0.35083998%.
SECTION 11.14 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-5 Fractional Interest is 0.20058448%.
SECTION 11.15 ORIGINAL CLASS B-1 PERCENTAGE.
-----------------------------
The Original Class B-1 Percentage is 1.80403169%.
SECTION 11.16 ORIGINAL CLASS B-2 PERCENTAGE.
-----------------------------
The Original Class B-2 Percentage is 0.55119435%.
SECTION 11.17 ORIGINAL CLASS B-3 PERCENTAGE.
-----------------------------
The Original Class B-3 Percentage is 0.40093885%.
SECTION 11.18 ORIGINAL CLASS B-4 PERCENTAGE.
-----------------------------
The Original Class B-4 Percentage is 0.25049022%.
SECTION 11.19 ORIGINAL CLASS B-5 PERCENTAGE.
-----------------------------
The Original Class B-5 Percentage is 0.15025550%.
SECTION 11.20 ORIGINAL CLASS B-6 PERCENTAGE.
-----------------------------
The Original Class B-6 Percentage is 0.20058449%.
SECTION 11.21 CLOSING DATE.
------------
The Closing Date is October 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 $51,891,422.61 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23 WIRE TRANSFER ELIGIBILITY.
-------------------------
With respect to the Class A Certificates (other than the Class A-17,
Class A-R and Class A-LR) and the Class B Certificates, the minimum Denomination
eligible for wire transfer on each Distribution Date is $500,000. The Class
A-17, 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-3, Class A-5, Class A-9, Class A-10, Class A-11, Class A-16,
Class A-17, Class A-R, Class A-LR Certificates) represents a $25,000
Denomination. A Single Certificate for the Class A-3 Certificates represents a
$3,722,666 Denomination. A Single Certificate for the Class A-5 Certificates
represents a $2,392,808 Denomination. A Single Certificate for the Class A-9
Certificates represents a $500,000 Denomination. A Single Certificate Class
A-10, Class A-11, Class A-16, Class A-17, 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. A Single Certificate for the Class A-R Certificate represents a
$50 Denomination. A Single Certificate for the Class A-LR Certificate represents
a $50 Denomination.
SECTION 11.25 SERVICING FEE RATE.
------------------
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
SECTION 11.26 MASTER SERVICING FEE RATE.
-------------------------
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer 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 October, 2001, before me, a notary public in and
for the State of Maryland, personally appeared Xxxx X. XxXxxxxx, known to me
who, being by me duly sworn, did depose and say that he resides in McLean,
Virginia; that he is Vice President of Xxxxx Fargo Asset Securities Corporation,
a Delaware corporation, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 30th day of October, 2001, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxx X. Xxxxxxx, known to me
who, being by me duly sworn, did depose and say that she resides in Frederick,
Maryland; that she is a Vice President of Xxxxx Fargo Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this 30th day of October, 2001, before me, a notary public in and
for _________________, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that s/he resides in
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, one of the parties
that executed the foregoing instrument; and that s/he signed his/her name
thereto by order of the Board of Directors of said corporation.
------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of October, 2001, before me, a notary public in and
for the State of North Carolina, personally appeared ___________________, known
to me who, being by me duly sworn, did depose and say that s/he resides in
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of October, 2001, before me, a notary public in and
for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides in
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AA 0 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 5.000% 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-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 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AB 8 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 5.300% 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]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, 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.
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: October 1, 2001
CUSIP No.: 94977R AC 6 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $_______ (initial
by this Certificate: % notional amount)
Final Scheduled Maturity Date: November 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 October 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. The Class A-3
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-3 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.750% 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-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 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-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 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AD 4 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 6.000% 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-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]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, 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.
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: October 1, 2001
CUSIP No.: 94977R AE 2 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $_______ (initial
by this Certificate: % notional amount)
Final Scheduled Maturity Date: November 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 October 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. The Class A-5
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-5 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.750% 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-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 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-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 2001-24, 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 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: October 1, 2001
CUSIP No.: 94977R AF 9 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 5.750% 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-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, 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.
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: October 1, 2001
CUSIP No.: 94977R AG 7 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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. 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-7 Certificates applicable to each Distribution Date will be 6.200% 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-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2001
CUSIP No.: 94977R AH 5 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-8 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 October 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-8 Certificates required to be distributed to
Holders of the Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE SUBORDINATION DEPLETION DATE, THE INTEREST THAT ACCRUES ON
A PORTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2001
CUSIP No.: 94977R AJ 1 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-9 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 October 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-9 Certificates required to be distributed to
Holders of the Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. For the purposes of determining
distributions of interest and in reduction of Principal Balance, the Class A-9
Certificates consist of seven components (each, a "Component" and individually,
the "Class A-9A Component," the "Class X-0X Xxxxxxxxx," xxx "Xxxxx X-0X XX
Xxxxxxxxx," the "Class A-9D Component," "Class A-9E Component," "Class A-9F
Component" and the "Class A-9G Component"). The amount of interest which accrues
on the Class A-9 Certificates in any month will equal the sum of the interest
which accrues on the Class A-9 Components. The component rate (the "Component
Rate") on each of the Class A-9 Components (other than the Class A-9C PO
Component) will be 6.750% per annum. The Class A-9C PO Component is a principal
only Component and will not be entitled to distributions in respect of interest.
Interest with respect to each Component (other than the Class A-9C PO Component)
will accrue during each month in an amount equal to the product of (i) 1/12th of
the Component Rate for such Component and (ii) the outstanding Principal Balance
in the case of the Class A-9A Component and Class A-9B Component or the
outstanding notional amount in the case of the Class A-9D Component, Class A-9E
Component, Class A-9F Component and Class A-9G Component. Prior to the
Subordination Depletion Date, the interest accrual on the Class A-9B Component
will not be distributed as interest on this Certificate. Prior to the
Subordination Depletion Date, the interest on the Class A-9B Component otherwise
available for distribution on this Certificate will be added to the Principal
Balance of such Component on each Distribution Date. The amount of interest
which accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-9 Certificates with respect to
their Components.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the 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.
Each Component constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the 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-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE Subordination Depletion DATE, THE INTEREST THAT ACCRUES ON
THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2001
CUSIP No.: 94977R AK 8 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-10 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 October 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-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 6.750% per
annum. Prior to the Subordination Depletion Date, no distribution of interest on
this Certificate will be made. Prior to the Subordination Depletion Date,
interest otherwise available for distribution on this Certificate will be added
to the Principal Balance of the Class A-10 Certificates on each Distribution
Date. The amount of interest which accrues on this Certificate in any month will
be subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-10
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-11
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES, OTHER THAN EXCESS LOSSES, ALLOCATED TO THE CLASS A-14
CERTIFICATES WILL BE BORNE BY THE CLASS A-11 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
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: October 1, 2001
CUSIP No.: 94977R AZ 5 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-11 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 October 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-11 Certificates required to be distributed
to Holders of the Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 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-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2001
CUSIP No.: 94977R BA 9 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-12 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 October 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-12 Certificates required to be distributed
to Holders of the Class A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-12 Certificates applicable to each Distribution Date will be 6.150% 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-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2001
CUSIP No.: 94977R BB 7 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-13 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 October 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-13 Certificates required to be distributed
to Holders of the Class A-13 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-13 Certificates applicable to each Distribution Date will be 5.350% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-13 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: October 1, 2001
CUSIP No.: 94977R BC 5 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-14 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 October 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-14 Certificates required to be distributed
to Holders of the Class A-14 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-14 Certificates applicable to each Distribution Date will be 7.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-14 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-15
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: October 1, 2001
CUSIP No.: 94977R BD 3 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-15 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 October 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-15 Certificates required to be distributed
to Holders of the Class A-15 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-15 Certificates applicable to each Distribution Date will be 6.700% 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-15 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-16
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES, OTHER THAN EXCESS LOSSES, ALLOCATED TO THE CLASS A-9B COMPONENT
WILL BE BORNE BY THE CLASS A-16 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
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: October 1, 2001
CUSIP No.: 94977R BE 1 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-16 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 October 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-16 Certificates required to be distributed
to Holders of the Class A-16 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-16 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-16 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, CLASS A-17
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES, OTHER THAN EXCESS LOSSES, ALLOCATED TO THE CLASS A-15
CERTIFICATES WILL BE BORNE BY THE CLASS A-17 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
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: October 1, 2001
CUSIP No.: 94977R BF 8 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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-17 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 October 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-17 Certificates required to be distributed
to Holders of the Class A-17 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-17 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-17 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
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 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AL 6 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the 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 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AM 4 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AN 2 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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
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 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AP 7 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AQ 5 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AW 2 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AX 0 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-24, 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: October 1, 2001
CUSIP No.: 94977R AY 8 First Distribution Date: November 26,
2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: November 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 October 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 each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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 2001-24 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-24
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 October 30, 2001
relating to the issuance of Mortgage Pass-Through Certificates, Series 2001-24
(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: _____________________________
[CUSTODIAN]
Address:
By: ________________________________
Name: ______________________________
Title: _____________________________
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
--------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Bank
Minnesota, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
---------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 20__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
---------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 20 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
---------------------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1
[Schedule of Type 1 Mortgage Loans]
WFMBS
WFMBS 2001-24 EXHIBIT F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
-------- ------------- ----- ----- -------- -------- -------- ------- -------- ---------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- ------------- ----- ----- -------- -------- -------- ------- -------- ---------
4211526 XXX XXXX XXXX XX 00000 SFD 7.875 6.750 $ 3,328.07 360 1-Sep-31
4212101 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,745.76 360 1-Aug-31
4212226 XXX XXXX XX 00000 SFD 7.750 6.750 $ 2,328.34 360 1-Aug-31
4212554 HALF XXXX XXX XX 00000 SFD 7.875 6.750 $ 3,987.89 360 1-Aug-31
4213098 XXXXXXXXXXXX XX 00000 SFD 6.500 6.233 $ 5,246.17 360 1-Sep-31
4213817 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,876.67 360 1-Aug-31
4213932 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,127.28 360 1-Aug-31
4214065 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,125.62 360 1-Sep-31
4214352 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.70 360 1-Sep-31
4214379 XXX XXXX XX 00000 SFD 7.750 6.750 $ 2,765.36 360 1-Aug-31
4214386 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,971.67 360 1-Sep-31
4214428 ROSS CA 94957 SFD 7.000 6.733 $ 3,359.78 360 1-Sep-31
4214944 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,726.94 360 1-Aug-31
4215032 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 4,058.95 360 1-Sep-31
4215995 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,406.50 360 1-Aug-31
4217559 XXX XXXXX XX 00000 SFD 7.875 6.750 $ 3,197.56 360 1-Aug-31
4218697 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,049.33 360 1-Aug-31
4219142 XXXXXX XX 00000 SFD 7.000 6.733 $ 2,794.27 360 1-Sep-31
4219737 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,303.87 360 1-Sep-31
4219969 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,223.90 360 1-Aug-31
4220580 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,266.53 360 1-Sep-31
4220630 XXX XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,109.53 360 1-Sep-31
4220768 XXXXX XXXX XX 00000 SFD 7.875 6.750 $ 2,734.97 360 1-Sep-31
4220939 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,404.60 360 1-Aug-31
4222098 XXXXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 5,056.30 360 1-Sep-31
4222207 XXX XXXX XX 00000 SFD 7.625 6.750 $ 2,491.44 360 1-Sep-31
4222317 BAINBRIDGE IS WA 98110 SFD 7.000 6.733 $ 3,100.31 360 1-Sep-31
4222796 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,670.88 360 1-Sep-31
4222859 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,025.20 360 1-Sep-31
4222954 XXXXX XXXX XX 00000 SFD 6.750 6.483 $ 2,088.49 360 1-Sep-31
4223439 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,027.90 360 1-Sep-31
4223653 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,831.18 360 1-Sep-31
4224172 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 5,456.34 360 1-Sep-31
4224880 XXX XXXXXXX XX 00000 SFD 7.875 6.750 $ 5,419.90 360 1-Sep-31
4224991 XXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,844.68 360 1-Sep-31
4225518 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,435.97 360 1-Sep-31
4225921 XXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,552.14 360 1-Sep-31
4225950 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,037.50 360 1-Sep-31
4226067 XXXXXX XXXX XX 00000 SFD 7.000 6.733 $ 2,469.61 360 1-Sep-31
4226071 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.70 360 1-Sep-31
4226081 XXXXXX XXXXXX XX 00000 SFD 7.000 6.733 $ 2,235.42 360 1-Sep-31
4226683 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 5,399.93 360 1-Sep-31
4226966 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 1,967.26 360 1-Sep-31
4227394 XXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,175.63 360 1-Sep-31
4227417 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,081.79 360 1-Sep-31
4227649 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,870.28 360 1-Sep-31
4228519 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,185.08 360 1-Oct-31
4228926 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,073.82 360 1-Sep-31
4229250 XXXXX XX 00000 SFD 7.375 6.750 $ 2,831.77 360 1-Sep-31
4229273 XXXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,206.90 360 1-Sep-31
4229551 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,204.64 360 1-Sep-31
4229713 XXXXXXX XX 00000 SFD 7.250 6.750 $ 6,207.81 360 1-Sep-31
4229939 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 4,488.83 360 1-Oct-31
4230575 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,624.57 360 1-Sep-31
4230606 XXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 4,509.94 360 1-Sep-31
4230648 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,095.38 360 1-Sep-31
4230716 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,831.04 360 1-Sep-31
4230930 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,185.40 360 1-Sep-31
4231153 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,838.20 360 1-Sep-31
4231316 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,903.73 360 1-Oct-31
4231413 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,344.46 360 1-Sep-31
4231526 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,051.73 360 1-Sep-31
4232247 XXXXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,233.56 360 1-Sep-31
0000000 XXXXXXX CA 94510 SFD 7.125 6.750 $ 2,398.44 360 1-Sep-31
4234000 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,425.39 360 1-Sep-31
4234797 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 3,177.11 360 1-Sep-31
4235224 XXXXXX XXXXXX XX 00000 SFD 7.125 6.750 $ 4,150.11 360 1-Sep-31
4235547 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,094.23 360 1-Sep-31
4237709 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,326.52 360 1-Jul-31
4237821 XXXXXX XX 00000 SFD 7.750 6.750 $ 5,122.35 360 1-Sep-31
4238064 XXXXXX XXXXXX XX 00000 HCO 7.625 6.750 $ 2,831.17 360 1-Jul-31
4239057 XXXXXXXXX XXX XX 00000 SFD 7.500 6.750 $ 6,992.15 360 1-Sep-31
4239817 XXXXX XXX XXX XX 00000 SFD 7.500 6.750 $ 5,258.10 360 1-Sep-31
4242730 XXXXXX XXX XX 00000 SFD 7.500 6.750 $ 3,408.68 360 1-Aug-31
4243078 XXXXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 1,876.12 360 1-Sep-31
4243771 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,986.55 360 1-Sep-31
4244819 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,798.72 360 1-Oct-31
4244933 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,138.02 360 1-Oct-31
4245138 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,689.21 360 1-Aug-31
4246975 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,765.66 360 1-Sep-31
4247056 XXX XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,931.63 360 1-Sep-31
4248445 XXX XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,538.24 360 1-Sep-31
4248603 XXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,517.18 360 1-Jun-31
4249235 XXX XXXXX XX 00000 LCO 7.625 6.750 $ 2,406.50 360 1-Jul-31
4249286 XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,049.33 360 1-Oct-31
4249352 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,370.49 360 1-May-31
4249519 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,087.32 360 1-Sep-31
4249663 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,816.15 360 1-Sep-31
4249802 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,171.48 360 1-Aug-31
4250251 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,582.90 360 1-Oct-31
4250731 SANTA XXXX BE FL 32459 LCO 7.000 6.733 $ 1,879.21 360 1-Sep-31
4251461 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,621.30 360 1-Sep-31
4251548 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,403.55 360 1-Jun-31
4251990 XXXX XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,244.74 360 1-Oct-31
4252047 XXXXXX XX 00000 SFD 7.125 6.750 $ 3,941.26 360 1-Oct-31
4252068 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,935.37 360 1-Sep-31
4252485 XXXXX XX XX 00000 SFD 7.500 6.750 $ 2,237.49 360 1-Jun-31
4252660 XXXXXXXXXX XX 00000 PUD 7.375 6.750 $ 3,453.38 360 1-Sep-31
4253437 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,715.06 360 1-Sep-31
4253625 XXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,477.28 360 1-Sep-31
4253768 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,157.47 360 1-Jul-31
4253830 XXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,895.41 360 1-Sep-31
4253883 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,363.35 360 1-Aug-31
4253970 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,164.77 360 1-Jun-31
4254057 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,048.70 360 1-Oct-31
4254680 XXXXXX XX 00000 SFD 7.750 6.750 $ 1,246.56 360 1-Jul-31
4255540 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,833.24 360 1-Sep-31
4256110 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,349.36 360 1-Jul-31
4256149 XXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,202.53 360 1-Jun-31
4256190 XXXXXXXXXX XX XX 00000 SFD 7.750 6.750 $ 6,235.66 360 1-Aug-31
4256218 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,315.24 360 1-Sep-31
4256246 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,580.35 360 1-Oct-31
4256511 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,489.39 360 1-Aug-31
4256658 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,896.99 360 1-Sep-31
4256694 XXXXXX XX 00000 SFD 7.125 6.750 $ 6,189.79 360 1-Oct-31
4256742 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,847.08 360 1-Sep-31
4256836 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,209.52 360 1-Jul-31
4257163 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,128.97 360 1-Sep-31
4257340 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,532.58 360 1-Sep-31
4258296 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,348.30 360 1-Aug-31
4259204 CORTLANDT MAN NY 10567 SFD 7.000 6.733 $ 2,782.97 360 1-Oct-31
4259655 XXXXXXX XX 00000 SFD 7.375 6.750 $ 4,462.46 360 1-Oct-31
4260004 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,085.63 360 1-Sep-31
4260068 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,123.39 360 1-Jul-31
4260290 XXX XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,373.98 360 1-Oct-31
4260648 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 5,318.20 360 1-Oct-31
4261130 XXXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 5,191.50 360 1-Sep-31
4261182 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,308.56 360 1-Jul-31
4261254 XXXXX XXXX XX 00000 SFD 7.000 6.733 $ 2,328.56 360 1-Jul-31
4261484 XXX XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 6,235.60 360 1-Sep-31
4261975 XXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,349.23 360 1-Aug-31
4262036 XX XXXXX XX 00000 SFD 7.125 6.750 $ 2,964.37 360 1-Aug-31
4262241 XXX XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,337.39 360 1-Jul-31
4262498 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,650.03 360 1-Jul-31
4263817 XXXXXXX XX 00000 COP 7.625 6.750 $ 477.77 360 1-Sep-31
4264343 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 1,875.99 360 1-Oct-31
4264525 CORTLANDT MAN NY 10567 SFD 7.625 6.750 $ 3,057.67 360 1-Sep-31
4264947 XXX XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,461.62 360 1-Oct-31
4265062 XXXXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 2,528.15 360 1-Aug-31
4265190 ARGYLE TX 76226 SFD 7.250 6.750 $ 4,434.15 360 1-Aug-31
4265253 XXXXXX XX 00000 LCO 7.750 6.750 $ 2,507.44 360 1-Sep-31
4265406 XXXXXX XX 00000 PUD 7.250 6.750 $ 3,410.89 360 1-Sep-31
4265649 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,246.58 360 1-Aug-31
4265721 XXXX XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,119.92 360 1-Sep-31
4265725 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,770.29 360 1-Oct-31
4265852 XXX XXXXX XX 00000 SFD 6.875 6.608 $ 5,872.95 360 1-Sep-31
4265960 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,167.96 360 1-Sep-31
4266209 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 1,132.47 360 1-Aug-31
4266384 XXXXXXXXX XXX XX 00000 SFD 7.375 6.750 $ 2,424.27 360 1-Oct-31
4266771 XXXXXXXX FALL MT 59873 SFD 7.000 6.733 $ 1,832.78 360 1-Sep-31
4266893 XXXXXX XXXX XX 00000 SFD 7.000 6.733 $ 2,199.16 360 1-Oct-31
4267195 XXX XXXXX XX 00000 SFD 7.125 6.750 $ 6,400.33 360 1-Sep-31
4267221 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,918.69 360 1-Sep-31
4267321 XXX XXXX XX 00000 SFD 7.250 6.750 $ 3,069.79 360 1-Sep-31
4267585 XXXXXXX XX 00000 SFD 7.125 6.750 $ 3,267.54 360 1-Oct-31
4267664 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,761.90 360 1-Sep-31
4267884 XXXXXXXX XX 00000 PUD 7.750 6.750 $ 1,504.47 360 1-Aug-31
4268118 CORTE XXXXXX XX 00000 SFD 7.375 6.750 $ 4,489.39 360 1-Aug-31
4268530 XXX XXXX XX 00000 SFD 7.375 6.750 $ 5,767.14 360 1-Sep-31
4268547 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,757.28 360 1-Sep-31
4269022 XX XXXXX XX 00000 SFD 7.250 6.750 $ 3,857.71 360 1-Sep-31
4269552 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,048.58 360 1-Sep-31
4269648 XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 4,489.39 360 1-Sep-31
4270342 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,406.50 360 1-Oct-31
4270643 HIGHLANDS RAN CO 80129 SFD 7.500 6.750 $ 2,369.29 360 1-Sep-31
4271138 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,195.29 360 1-Sep-31
4271470 XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,244.70 360 1-Sep-31
4271545 XXXXXX XX 00000 SFD 7.375 6.750 $ 4,005.92 360 1-Sep-31
4271606 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,363.13 360 1-Sep-31
4271666 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,375.17 360 1-Sep-31
4271924 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,132.61 360 1-Oct-31
4271997 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,411.60 360 1-Aug-31
4272014 AMERICAN XXXX XX 00000 SFD 7.500 6.750 $ 2,437.81 360 1-Sep-31
4272194 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,726.94 360 1-Sep-31
4272534 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,756.00 360 1-Oct-31
4272974 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 1,887.88 360 1-Aug-31
4272997 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,887.03 360 1-Oct-31
4273061 XXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,148.16 360 1-Sep-31
4273136 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,232.94 360 1-Sep-31
4273268 DEL MAR CA 92014 SFD 7.875 6.750 $ 2,320.23 360 1-Sep-31
4273544 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,558.17 360 1-Oct-31
4273657 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,474.93 360 1-Aug-31
4273820 XXXXXXX XX 00000 SFD 7.000 6.733 $ 1,912.75 360 1-Oct-31
4274215 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 4,472.12 360 1-Aug-31
4274524 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,182.97 360 1-Sep-31
4274555 XXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,840.65 360 1-Sep-31
4274626 XXXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 5,275.22 360 1-Sep-31
4274690 XXXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,309.31 360 1-Oct-31
4274758 OJAI CA 93023 SFD 7.250 6.750 $ 3,722.64 360 1-Oct-31
4275043 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 4,392.70 360 1-Oct-31
4275207 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,964.37 360 1-Oct-31
4275258 XXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 3,691.98 360 1-Sep-31
4275429 XXXXXXX XX 00000 SFD 6.750 6.483 $ 3,470.00 360 1-Oct-31
4275508 XXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,317.60 360 1-Sep-31
4275603 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,578.63 360 1-Sep-31
4275662 XXXXXXXX XX 00000 LCO 7.125 6.750 $ 2,450.32 360 1-Sep-31
4275769 XXXXX XX 00000 SFD 7.375 6.750 $ 2,983.72 360 1-Sep-31
4275931 XX XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,175.21 360 1-Aug-31
4276387 XXXXX XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,993.87 360 1-Oct-31
4276623 XXXXX XX 00000 SFD 7.375 6.750 $ 2,237.79 360 1-Oct-31
4276636 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,011.25 360 1-Oct-31
4276890 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,726.94 360 1-Sep-31
4277006 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,069.80 360 1-Sep-31
4277326 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,763.50 360 1-Sep-31
4277338 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 983.13 360 1-Sep-31
4277714 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,031.73 360 1-Sep-31
4278100 XXX XXXX XX 00000 SFD 6.750 6.483 $ 2,218.21 360 1-Oct-31
4278122 BEND OR 97707 SFD 6.875 6.608 $ 2,299.25 360 1-Sep-31
4278154 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,626.99 360 1-Aug-31
4278168 XXX XXX XX 00000 SFD 7.125 6.750 $ 2,304.12 360 1-Sep-31
4278196 XXXXXXX XX 00000 PUD 7.250 6.750 $ 2,022.45 360 1-Sep-31
4278405 XXXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 4,434.15 360 1-Sep-31
4278464 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,624.57 360 1-Sep-31
4278561 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,328.56 360 1-Sep-31
4278695 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,605.61 360 1-Sep-31
4278923 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,461.62 360 1-Sep-31
4279025 XXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,992.38 240 1-Sep-21
4279145 COLTS NECK NJ 07722 SFD 7.375 6.750 $ 3,453.38 360 1-Sep-31
4279189 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 3,114.29 360 1-Sep-31
4279240 XXXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,704.38 360 1-Sep-31
4279363 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,601.08 360 1-Jul-31
4279384 XXX XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,651.01 360 1-Jul-31
4279427 XXXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 3,153.53 360 1-Sep-31
4279505 VISTA CA 92084 SFD 7.000 6.733 $ 2,627.94 360 1-Oct-31
4279557 XXX XXXXXXXXX XX 00000 LCO 7.125 6.750 $ 2,728.57 360 1-Sep-31
4279744 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,274.45 360 1-Sep-31
4280051 XXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,189.59 360 1-Oct-31
4280231 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,610.09 360 1-Oct-31
4280287 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,035.68 360 1-Sep-31
4280291 XXX XXXXXXX XX 00000 SFD 8.125 6.750 $ 3,813.47 360 1-Aug-31
4280432 MARINA DEL RE CA 90292 SFD 7.000 6.733 $ 5,202.67 360 1-Sep-31
4280769 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 3,038.98 360 1-Sep-31
4280843 XXX XXXX XXXX XX 00000 SFD 7.125 6.750 $ 6,737.19 360 1-Sep-31
4281055 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,375.93 360 1-Oct-31
4281355 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,486.43 360 1-Sep-31
4281470 CHESTNUT XXXX XX 00000 SFD 7.500 6.750 $ 2,405.30 360 1-Aug-31
4281823 XXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,717.87 360 1-Sep-31
4282318 XX XXXXXXXXXX XX 00000 HCO 7.375 6.750 $ 3,320.77 360 1-Aug-31
4282348 XXXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,410.73 360 1-Aug-31
4282363 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,412.29 360 1-Sep-31
4282477 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,804.14 360 1-Sep-31
4282481 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,517.23 360 1-Sep-31
4282531 XXXXX XXXXX XX 00000 SFD 6.875 6.608 $ 1,108.90 360 1-Sep-31
4282704 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,032.28 360 1-Sep-31
4282720 XXXXXXXXX XXX XX 00000 SFD 7.500 6.750 $ 5,506.32 360 1-Oct-31
4282822 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,537.45 360 1-Sep-31
4283007 XXXXXXX XX 00000 SFD 7.375 6.750 $ 4,309.82 360 1-Aug-31
4283037 XXXXXXXX XX 00000 PUD 7.125 6.750 $ 2,097.96 360 1-Sep-31
4283267 XXX XXXXX XXX XX 00000 SFD 7.375 6.750 $ 5,421.80 360 1-Sep-31
4283549 XX XXXXX XX 00000 SFD 7.250 6.750 $ 810.43 360 1-Sep-31
4283611 XXXXX XX 00000 SFD 7.000 6.733 $ 2,262.03 360 1-Sep-31
4283641 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,936.70 360 1-Sep-31
4283717 XXXXXXXXXX XX XX 00000 SFD 7.875 6.750 $ 2,175.21 360 1-Oct-31
4283923 XXX XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,481.58 360 1-Sep-31
4283978 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,265.41 360 1-Sep-31
4284156 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,569.08 353 1-Dec-30
4284201 XXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 3,337.25 360 1-Sep-31
4284640 XX XXXXXX XX 00000 SFD 7.000 6.733 $ 6,420.17 360 1-Oct-31
4284784 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,229.59 360 1-Oct-31
4284859 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,421.73 360 1-Aug-31
4285026 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,807.11 360 1-Sep-31
4285074 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,556.98 360 1-Sep-31
4285308 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,425.39 360 1-Oct-31
4285566 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,794.28 360 1-Oct-31
4285996 XXXXXXX XXX XX 00000 SFD 7.750 6.750 $ 6,143.24 360 1-Sep-31
4286143 XXXXXXX XX 00000 SFD 7.375 6.750 $ 880.62 360 1-Sep-31
4286198 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,250.22 360 1-Sep-31
4286219 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,444.92 360 1-Aug-31
4286504 XXXX XXXXX XX 00000 LCO 7.750 6.750 $ 822.08 360 1-Sep-31
4286851 XXX XXXXX XX 00000 PUD 7.000 6.733 $ 4,084.96 360 1-Oct-31
4286896 DIABLO CA 94528 SFD 7.375 6.750 $ 6,216.08 360 1-Sep-31
4287042 XXXXX XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,304.94 360 1-Sep-31
4287419 XXXX XX 00000 SFD 7.125 6.750 $ 3,449.44 360 1-Sep-31
4287585 XXXXX XXXXXX XX 00000 LCO 7.000 6.733 $ 1,729.79 360 1-Sep-31
4288003 XXXXXXXXX XXX XX 00000 SFD 7.500 6.750 $ 2,433.27 360 1-Sep-31
4288052 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,328.56 360 1-Sep-31
4288386 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,629.05 360 1-Sep-31
4288553 XXXXX XXXXX X XX 00000 SFD 7.000 6.733 $ 2,235.42 360 1-Oct-31
4288566 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,971.39 360 1-Sep-31
4289269 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,993.87 360 1-Oct-31
4289366 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,699.08 360 1-Sep-31
4289399 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,808.06 360 1-Sep-31
4289452 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,335.72 360 1-Sep-31
4289505 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,186.72 360 1-Sep-31
4289552 XXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,515.53 360 1-Sep-31
4289573 XXXXXX XX XXX XX 00000 SFD 7.375 6.750 $ 2,339.32 360 1-Oct-31
4289883 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,511.38 360 1-Sep-31
4289999 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 1,962.65 360 1-Oct-31
4290075 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,324.07 360 1-Sep-31
4290084 XXXXXXX XXXXX XX 00000 HCO 7.500 6.750 $ 2,071.43 360 1-Oct-31
4290121 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,141.28 360 1-Sep-31
4290125 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,558.91 360 1-Sep-31
4290206 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,659.17 360 1-Oct-31
4290579 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 1,091.10 360 1-Sep-31
4290673 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,387.62 360 1-Sep-31
4290677 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,241.70 360 1-Sep-31
4290751 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,167.57 360 1-Sep-31
4290910 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,431.18 360 1-Sep-31
4291461 XXXXXXXXX XX 00000 LCO 8.000 6.750 $ 2,113.25 360 1-Dec-30
4291817 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,455.84 360 1-Sep-31
4291844 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,412.29 360 1-Aug-31
4291899 XXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,268.87 360 1-Oct-31
4291906 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,831.04 360 1-Sep-31
4291921 XXXXXX XX 00000 SFD 6.875 6.608 $ 2,184.29 360 1-Oct-31
4292099 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,365.22 360 1-Sep-31
4292128 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,660.94 360 1-Sep-31
4292178 XXXXXXX XX 00000 SFD 7.875 6.750 $ 4,591.14 360 1-Oct-31
4292239 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,547.32 360 1-Sep-31
4292259 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,661.21 360 1-Sep-31
4292361 XXXXX XX 00000 SFD 7.375 6.750 $ 2,141.10 360 1-Sep-31
4292500 XXXXXX XX 00000 SFD 7.375 6.750 $ 6,692.65 360 1-Oct-31
4292609 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,579.00 360 1-Oct-31
4292754 XXXXXXX XXXXX XX 00000 SFD 8.000 6.750 $ 2,362.73 360 1-Sep-31
4292778 HIGHLANDS RAN CO 80126 SFD 7.250 6.750 $ 2,411.15 360 1-Sep-31
4293033 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,455.83 360 1-Sep-31
4293125 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 1,947.67 360 1-Sep-31
4293138 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,585.99 360 1-Oct-31
4293413 XXXXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,829.62 360 1-Sep-31
4293649 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,991.82 360 1-Oct-31
4293830 XXXXXXXXX XX 00000 SFD 6.875 6.608 $ 3,278.08 360 1-Sep-31
4293889 XXXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,627.72 360 1-Oct-31
4293979 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,349.36 360 1-Sep-31
4294117 XXX XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,448.32 360 1-Oct-31
4294605 XXXXXXXXXX XX 00000 MF2 7.250 6.750 $ 2,810.57 360 1-Oct-31
4294812 XXX XXXXXX XX 00000 SFD 7.875 6.750 $ 3,393.33 360 1-Sep-31
4294839 XXXXXXX XX 00000 SFD 7.000 6.733 $ 4,307.84 360 1-Oct-31
4294928 XXXXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,601.44 360 1-Oct-31
4295357 XXX XXXXX XX 00000 SFD 7.000 6.733 $ 6,014.34 360 1-Sep-31
4295546 XXXXXXXX XX 00000 SFD 6.875 6.608 $ 6,524.62 360 1-Sep-31
4295645 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,824.83 360 1-Sep-31
4295658 XXX XXXXXXXXX XX 00000 LCO 7.375 6.750 $ 2,719.54 360 1-Sep-31
4295744 XX. XXXX XX 00000 SFD 7.250 6.750 $ 2,455.84 360 1-Sep-31
4296253 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 5,957.08 360 1-Sep-31
4296571 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,150.21 360 1-Oct-31
4296578 XXXXXXXXXX XX XX 00000 SFD 7.500 6.750 $ 3,031.79 360 1-Sep-31
4296613 XXXXXXXX XX 00000 COP 7.500 6.750 $ 629.30 360 1-Sep-31
4296715 XXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,371.49 360 1-Sep-31
4296788 XXX XXXX XX 00000 SFD 7.375 6.750 $ 1,947.71 360 1-Sep-31
4296853 XXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,802.67 360 1-Sep-31
4297053 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,969.52 360 1-Oct-31
4297570 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 6,789.37 360 1-Sep-31
4297741 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,031.52 360 1-Sep-31
4298192 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,023.20 360 1-Oct-31
4298234 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,072.03 360 1-Aug-31
4298289 XXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 3,053.74 360 1-Oct-31
4298318 XXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,717.87 360 1-Sep-31
4298419 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,952.70 360 1-Oct-31
4298547 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,417.37 360 1-Oct-31
4298573 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 985.90 360 1-Aug-31
4298582 XXXXX XX 00000 SFD 7.500 6.750 $ 2,691.98 360 1-Sep-31
4298616 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,106.56 360 1-Aug-31
4298669 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,865.14 360 1-Aug-31
4298711 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,417.36 360 1-Oct-31
4298763 XXXXXX XX 00000 PUD 7.750 6.750 $ 2,636.40 360 1-Aug-31
4299013 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,176.12 360 1-Oct-31
4299119 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,622.05 360 1-Sep-31
4299213 XXXXX XXX XX 00000 SFD 7.250 6.750 $ 2,387.62 360 1-Aug-31
4299297 XXXXX XXXX XX 00000 SFD 7.500 6.750 $ 3,921.20 360 1-Sep-31
4299306 XXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 3,246.17 360 1-Aug-31
4299542 IONE CA 95640 SFD 6.875 6.608 $ 656.93 360 1-Sep-31
4299720 XXXXX XXXXX XX 00000 SFD 6.875 6.608 $ 5,518.21 360 1-Sep-31
4299786 XXXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,196.61 360 1-Oct-31
4299838 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,328.38 360 1-Sep-31
4299912 XXXXXXXX XX 00000 LCO 7.250 6.750 $ 2,387.62 360 1-Oct-31
4299973 XXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,144.84 360 1-Sep-31
4300004 XXXXXX XX 00000 SFD 7.250 6.750 $ 4,434.15 360 1-Oct-31
4300128 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,062.90 360 1-Sep-31
4300286 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,202.41 360 1-Sep-31
4300298 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,255.86 360 1-Oct-31
4300362 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,794.28 360 1-Oct-31
4300433 PACIFIC XXXXX XX 00000 SFD 7.000 6.733 $ 3,958.55 360 1-Oct-31
4300460 XXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 4,261.26 360 1-Sep-31
4300651 XXXXX XXXXXXX XX 00000 LCO 7.000 6.733 $ 3,892.02 360 1-Sep-31
4300669 XXXXXXXX XX 00000 SFD 6.875 6.608 $ 3,941.58 360 1-Sep-31
4300755 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,128.39 360 1-Sep-31
4300767 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,261.14 360 1-Sep-31
4300942 XXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,817.96 360 1-Oct-31
4301023 XXXX XXXXX XX 00000 SFD 7.000 6.733 $ 1,995.91 360 1-Sep-31
4301025 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,602.50 360 1-Sep-31
4301190 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 985.90 360 1-Sep-31
4301234 XXX XXXXXXXXX XX 00000 HCO 7.000 6.733 $ 2,794.28 360 1-Oct-31
4301308 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,768.89 360 1-Sep-31
4301322 XXXXXXX XX 00000 SFD 6.875 6.608 $ 2,956.18 360 1-Oct-31
4301382 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,142.58 360 1-Oct-31
4301397 XXXXX XX 00000 SFD 7.125 6.750 $ 2,694.88 360 1-Oct-31
4301418 XXXXXX XX 00000 SFD 7.000 6.733 $ 3,033.78 360 1-Oct-31
4301469 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,496.08 360 1-Sep-31
4301489 XXXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 2,328.56 360 1-Sep-31
4301603 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,142.04 360 1-Sep-31
4301764 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,062.69 360 1-Sep-31
4301787 XXX XXXX XX 00000 SFD 7.500 6.750 $ 1,765.52 360 1-Oct-31
4301860 XXXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 5,854.67 360 1-Sep-31
4301954 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,618.84 360 1-Oct-31
4302065 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,542.13 360 1-Sep-31
4302163 XXX XXXX XX 00000 SFD 6.750 6.483 $ 2,270.10 360 1-Oct-31
4302301 XXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,368.86 360 1-Oct-31
4302379 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 1,944.20 360 1-Sep-31
4302452 XXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,292.12 360 1-Oct-31
4302598 XXXXX XX 00000 SFD 7.000 6.733 $ 2,762.34 360 1-Sep-31
4302610 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,434.15 360 1-Sep-31
4302685 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,417.37 360 1-Oct-31
4302704 XXX XXXXX XX 00000 SFD 7.125 6.750 $ 3,759.35 360 1-Oct-31
4302806 XXXXXXXXX XX 00000 LCO 7.250 6.750 $ 2,182.97 360 1-Oct-31
4302914 XXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 4,273.60 360 1-Oct-31
4302927 HALF XXXX XXX XX 00000 SFD 7.000 6.733 $ 2,162.24 360 1-Oct-31
4303022 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,566.03 360 1-Oct-31
4303110 HIGHLANDS RAN CO 80129 SFD 7.125 6.750 $ 2,128.96 360 1-Oct-31
4303150 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,533.19 360 1-Sep-31
4303324 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,020.61 360 1-Oct-31
4303332 XXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,831.70 360 1-Oct-31
4303408 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,555.50 360 1-Sep-31
4303445 XXXXXXX XX 00000 SFD 7.250 6.750 $ 5,825.79 360 1-Sep-31
4303450 XXX XXXXXX XX 00000 SFD 7.500 6.750 $ 2,992.64 360 1-Oct-31
4303494 XXXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,486.44 360 1-Sep-31
4303880 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,514.06 360 1-Oct-31
4304076 XXX XXXXXX XX 00000 SFD 7.000 6.733 $ 2,794.27 360 1-Oct-31
4304095 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,106.56 360 1-Sep-31
4304149 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,251.19 360 1-Oct-31
4304178 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,303.99 360 1-Sep-31
4304251 XXXX XX XXXX XX 00000 SFD 7.375 6.750 $ 3,370.50 360 1-Oct-31
4304371 XXXXX XXXXXXX XX 00000 MF2 7.500 6.750 $ 3,216.39 360 1-Oct-31
4304641 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 4,392.70 360 1-Oct-31
4304642 XXXXXXXXX XX 00000 SFD 6.875 6.608 $ 689.78 360 1-Sep-31
4304682 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,315.26 360 1-Oct-31
4304686 CORTLANDT MAN NY 10567 SFD 7.000 6.733 $ 2,195.50 360 1-Oct-31
4304712 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,358.02 360 1-Oct-31
4304837 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,900.72 360 1-Sep-31
4305049 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,016.77 360 1-Jul-31
4305109 XXXXXXXXXX XX XX 00000 LCO 7.375 6.750 $ 3,626.05 360 1-Sep-31
4305137 XXXXXX XX 00000 SFD 7.000 6.733 $ 2,553.10 360 1-Aug-31
4305225 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,382.55 360 1-Oct-31
4305358 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,481.01 360 1-Oct-31
4305366 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,837.86 360 1-Sep-31
4305434 XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,069.80 360 1-Oct-31
4305476 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,202.53 360 1-Oct-31
4305672 XXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,728.71 360 1-Oct-31
4305689 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,824.87 360 1-Sep-31
4305765 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,197.59 360 1-Oct-31
4305812 XXX XXXX XX 00000 SFD 7.000 6.733 $ 2,450.31 360 1-Oct-31
4305895 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.70 360 1-Sep-31
4305908 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,127.28 360 1-Sep-31
4305940 XXXXX XXX XXX XX 00000 SFD 7.500 6.750 $ 2,181.55 360 1-Oct-31
4305979 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,228.56 360 1-Aug-31
4305995 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,751.97 360 1-Sep-31
4305996 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,211.64 360 1-Aug-31
4306041 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,316.67 360 1-Aug-31
4306071 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,081.18 360 1-Aug-31
4306076 COS XXX XX 00000 LCO 7.250 6.750 $ 2,373.98 360 1-Oct-31
4306081 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 1,995.91 360 1-Jul-31
4306140 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,679.82 360 1-Aug-31
4306244 XXXXXX XX 00000 SFD 6.500 6.233 $ 2,000.00 360 1-Oct-31
4306258 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,072.03 360 1-Oct-31
4306259 XXX XXXX XX 00000 SFD 7.125 6.750 $ 2,371.49 360 1-Sep-31
4306355 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,461.12 360 1-Sep-31
4306369 DEL MAR CA 92014 SFD 7.250 6.750 $ 6,139.59 360 1-Sep-31
4306590 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,356.48 360 1-Aug-31
4306744 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,024.85 360 1-Oct-31
4306790 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,845.68 360 1-Aug-31
4306799 XX XXXXX XX 00000 SFD 6.875 6.608 $ 3,613.11 360 1-Oct-31
4306823 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,451.90 360 1-Aug-31
4306824 XXXXXXXXX XXX XX 00000 SFD 7.750 6.750 $ 2,994.61 360 1-Oct-31
4306855 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,188.42 360 1-Aug-31
4306905 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,375.93 360 1-Oct-31
4306947 XXX XXXX XX 00000 SFD 7.125 6.750 $ 2,054.85 360 1-Sep-31
4306984 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,153.46 360 1-Sep-31
4307031 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,803.74 360 1-Sep-31
4307069 XX XXXXX XX 00000 SFD 7.375 6.750 $ 2,237.79 360 1-Sep-31
4307145 XXXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 4,284.07 360 1-Sep-31
4307164 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,667.51 360 1-Sep-31
4307207 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,400.10 360 1-Sep-31
4307291 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,134.31 360 1-Sep-31
4307349 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,405.30 360 1-Jul-31
4307364 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,044.40 360 1-Aug-31
4307455 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,762.70 360 1-Aug-31
4307504 XXXXXXXXXXX XX 00000 HCO 7.500 6.750 $ 2,796.86 360 1-Oct-31
4307520 XXXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,217.80 360 1-Oct-31
4307563 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,683.76 360 1-Oct-31
4307795 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,489.21 360 1-Jul-31
4307821 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,277.25 360 1-Aug-31
4307891 XXXXXXX XXXX XX 00000 SFD 6.875 6.608 $ 2,791.95 360 1-Sep-31
4307897 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,712.96 360 1-Jul-31
4307902 XXXXX XXX XXX XX 00000 SFD 7.500 6.750 $ 2,587.10 360 1-Oct-31
4307931 XXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,093.05 360 1-Aug-31
4308147 XXX XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,728.71 360 1-Sep-31
4308228 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,517.18 360 1-Oct-31
4308232 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,262.66 360 1-Sep-31
4308338 XXXXX XX 00000 SFD 7.500 6.750 $ 2,517.17 360 1-Sep-31
4308537 XXXXXXXXXX XX 00000 LCO 7.625 6.750 $ 3,450.49 360 1-Aug-31
4308555 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,380.58 360 1-Oct-31
4308558 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,246.82 360 1-Aug-31
4308571 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,110.01 360 1-Aug-31
4308574 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,319.40 360 1-Aug-31
4308588 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,147.99 360 1-Aug-31
4308595 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,585.45 360 1-Aug-31
4308620 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,680.53 360 1-Aug-31
4308652 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,210.16 360 1-Aug-31
4308712 XXXXXXXXXX XX XX 00000 SFD 7.750 6.750 $ 3,582.06 360 1-Aug-31
4308817 XXXXXX XX 00000 SFD 7.625 6.750 $ 4,423.72 360 1-Sep-31
4308869 XXX XXXXXXXX XX 00000 LCO 7.375 6.750 $ 2,037.49 360 1-May-31
4308902 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,210.16 360 1-Aug-31
4308940 XXXXXXX XX 00000 SFD 7.500 6.750 $ 1,959.55 360 1-Aug-31
4308954 XXXXX XXXX XX XX 00000 SFD 7.375 6.750 $ 2,130.73 360 1-Aug-31
4309113 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,765.61 360 1-Aug-31
4309299 XXX XXXXXXXXX XX 00000 LCO 7.250 6.750 $ 2,558.17 360 1-Oct-31
4309356 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,092.73 360 1-Oct-31
4309360 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,627.51 360 1-Oct-31
4309403 XXXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,896.99 360 1-Sep-31
4309430 XXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,660.58 360 1-Aug-31
4309582 XXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,445.00 360 1-Oct-31
4309677 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 3,432.66 360 1-Oct-31
4309694 XXXXX XX 00000 SFD 7.375 6.750 $ 2,244.69 360 1-Oct-31
4309697 XXXXXX XX 00000 SFD 7.125 6.750 $ 3,388.81 360 1-Oct-31
4309782 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,339.26 360 1-Oct-31
4309791 XXXXXX XX 00000 SFD 7.000 6.733 $ 2,591.36 360 1-Oct-31
4309863 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 5,798.50 360 1-Oct-31
4309891 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 4,544.90 360 1-Oct-31
4309913 XXX XXXXXXXX XX 00000 SFD 7.500 6.750 $ 5,069.31 360 1-Oct-31
4309929 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,795.79 360 1-Oct-31
4309968 XXX XXXXXXX XX 00000 SFD 7.125 6.750 $ 3,220.38 360 1-Sep-31
4310126 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,537.03 360 1-Sep-31
4310209 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,991.82 360 1-Sep-31
4310259 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,244.70 360 1-Oct-31
4310304 XXXXXXXX XX 00000 MF2 7.375 6.750 $ 3,066.60 360 1-Sep-31
4310444 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,778.69 360 1-Oct-31
4310469 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,985.21 360 1-Sep-31
4310566 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,358.02 360 1-Oct-31
4310584 XXXXXXXXX XX 00000 PUD 7.125 6.750 $ 856.46 360 1-Sep-31
4310592 XXXXXX XX 00000 SFD 7.000 6.733 $ 3,659.17 360 1-Oct-31
4310666 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,900.84 360 1-Sep-31
4310816 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,267.54 360 1-Oct-31
4310840 XXXXXX XX 00000 SFD 6.875 6.608 $ 2,890.49 360 1-Oct-31
4310915 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 3,121.86 360 1-Oct-31
4311402 XXXXXXXX XX 00000 PUD 7.375 6.750 $ 2,348.30 360 1-Oct-31
4311414 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 1,791.04 360 1-Oct-31
4311471 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,382.83 360 1-Oct-31
4311568 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,578.63 360 1-Oct-31
4311592 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,228.84 360 1-Aug-31
4311699 XXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,021.16 360 1-Oct-31
4311967 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 5,709.82 360 1-Oct-31
4311980 XXXXXX XXX XX XX 00000 SFD 7.000 6.733 $ 2,993.86 360 1-Oct-31
4312111 XXX XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,694.88 360 1-Oct-31
4312199 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,550.32 360 1-Sep-31
4312502 XXXXXX XX 00000 SFD 7.375 6.750 $ 6,133.20 360 1-Oct-31
4312546 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,022.40 360 1-Oct-31
4312671 XX XXXX XX 00000 SFD 6.875 6.608 $ 2,463.49 360 1-Oct-31
4312676 XXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,260.81 360 1-Oct-31
4312782 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,410.89 360 1-Oct-31
4312853 XXXXX XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,927.34 360 1-Sep-31
4312926 XXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 3,581.43 360 1-Sep-31
4313396 XXXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,081.02 360 1-Oct-31
4313700 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 4,076.00 360 1-Oct-31
4313880 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,175.63 360 1-Oct-31
4314007 DEL MAR CA 92014 SFD 7.500 6.750 $ 4,296.68 360 1-Oct-31
4314051 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,072.03 360 1-Oct-31
4314061 XXX XXXXXX XX 00000 SFD 7.125 6.750 $ 2,526.45 360 1-Oct-31
4314070 XXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,549.73 360 1-Aug-31
4314119 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,477.28 360 1-Aug-31
4314138 XXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,674.13 360 1-Aug-31
4314161 XXXXXXXXXXX XX 00000 PUD 6.750 6.483 $ 2,330.09 360 1-Aug-31
4314186 XXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,371.49 360 1-Oct-31
4314222 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,796.86 360 1-Aug-31
4314270 XXXXXXXXXXX XX 00000 LCO 7.125 6.750 $ 997.11 360 1-Oct-31
4314487 XXX XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,258.31 360 1-Oct-31
4314609 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 5,272.08 360 1-Oct-31
4315011 XXXX XXXXX XX 00000 SFD 6.875 6.608 $ 2,351.81 360 1-Oct-31
4315138 XXXXXXX XX 00000 SFD 7.125 6.750 $ 4,311.80 360 1-Sep-31
4315148 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,326.29 360 1-Sep-31
4315564 XXX XXXXXX XX 00000 SFD 7.625 6.750 $ 1,840.27 360 1-Oct-31
4315676 XXXX XXXXX XX 00000 SFD 7.250 6.750 $ 1,466.68 360 1-Oct-31
4315740 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,892.43 360 1-Oct-31
4315845 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,811.82 360 1-Sep-31
4315847 XXXXX XXXX XX 00000 SFD 7.125 6.750 $ 3,200.17 360 1-Oct-31
4315951 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,044.40 360 1-Oct-31
4315976 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,524.06 360 1-Sep-31
4316047 XXX XXXX XX 00000 HCO 7.000 6.733 $ 2,370.15 360 1-Oct-31
0000000 XX XXXXXX XXX XX 00000 SFD 7.375 6.750 $ 3,273.81 360 1-Oct-31
4316344 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,686.73 360 1-Oct-31
4316403 MARTINEZ CA 94553 SFD 7.500 6.750 $ 2,186.45 360 1-Oct-31
4316407 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 1,955.99 360 1-Oct-31
4317187 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,524.82 360 1-Oct-31
4317419 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,104.49 360 1-Aug-31
4317423 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,377.33 360 1-Aug-31
4317427 XXXXXX XX 00000 SFD 7.375 6.750 $ 1,999.50 360 1-Aug-31
4317445 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86 360 1-Aug-31
4317459 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,622.97 360 1-Aug-31
4317465 XXXXXXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,405.30 360 1-Aug-31
4317480 XXXXX XX 00000 SFD 7.375 6.750 $ 2,693.63 360 1-Aug-31
4317493 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,482.21 360 1-Aug-31
4317495 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,342.66 360 1-Aug-31
4317500 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,038.28 360 1-Aug-31
4317515 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,063.27 360 1-Aug-31
4317537 XXXXX XXXXXX XX 00000 SFD 7.750 6.750 $ 2,328.34 360 1-Jul-31
4317545 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,592.27 360 1-Aug-31
4317555 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,277.17 360 1-Aug-31
4317575 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,097.64 360 1-Aug-31
4317577 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,907.37 360 1-Aug-31
4317594 XXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,155.90 360 1-Aug-31
4317627 XXXXXXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,796.86 360 1-Aug-31
4317632 XXXXXXXX XXXX XX 00000 LCO 7.250 6.750 $ 2,605.91 360 1-Aug-31
4317920 XXX XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,922.51 360 1-Oct-31
4317958 XXXX XXXX XX 00000 SFD 7.250 6.750 $ 4,434.15 360 1-Oct-31
4318013 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,501.54 360 1-Oct-31
4318108 XXXXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,264.83 360 1-Oct-31
4318126 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,275.33 360 1-Sep-31
4318169 XXXX XXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,881.40 360 1-Sep-31
4318227 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 966.95 360 1-Oct-31
4318454 XXX XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,780.97 360 1-Oct-31
4318695 XXXXX XXXXXX XX 00000 SFD 7.125 6.750 $ 4,716.03 360 1-Oct-31
4318851 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,888.85 360 1-Sep-31
4319092 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,829.62 360 1-Oct-31
4319245 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,281.78 360 1-Oct-31
4319708 XXXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,680.27 360 1-Oct-31
4320093 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,153.59 360 1-Aug-31
4320108 XXXXXXXXX XX 00000 PUD 7.250 6.750 $ 2,339.86 360 1-Aug-31
4320141 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,153.18 360 1-Aug-31
4320152 BATAVIA IL 60510 SFD 7.500 6.750 $ 2,138.90 360 1-Aug-31
4320173 XXXXXXXXXX XX XX 00000 PUD 7.500 6.750 $ 2,342.37 360 1-Aug-31
4320607 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,322.20 360 1-Oct-31
4320928 XXXXXXXX XXXX XX 00000 SFD 7.000 6.733 $ 3,126.93 360 1-Oct-31
4321418 XXX XXXX XXXX XX 00000 SFD 7.125 6.750 $ 3,066.77 360 1-Oct-31
4321528 XXXX XXXXX XX 00000 PUD 7.500 6.750 $ 3,076.54 360 1-Jul-31
4321554 XXXXXXXXX XXX XX 00000 SFD 7.500 6.750 $ 2,377.33 360 1-Jul-31
4321577 XXXXX XX 00000 SFD 7.250 6.750 $ 2,558.17 360 1-Jul-31
4321644 XXXXX XXXX XX 00000 SFD 7.250 6.750 $ 4,860.51 360 1-Aug-31
4321662 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,993.87 360 1-Jul-31
4321669 XXXXX XXXXXX XX 00000 SFD 7.000 6.733 $ 2,864.13 360 1-Aug-31
4321703 XXXXXXXXXX XX 00000 PUD 7.625 6.750 $ 2,477.28 360 1-Jul-31
4321719 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.71 360 1-Aug-31
4321745 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,718.50 360 1-Aug-31
4321769 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,246.18 360 1-Jul-31
4321794 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,747.70 360 1-Aug-31
4321893 XXXXX XX 00000 SFD 7.250 6.750 $ 2,046.53 360 1-Sep-31
4321902 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,237.89 360 1-Sep-31
4322226 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 3,027.60 360 1-Sep-31
4322414 XXXXX XX 00000 SFD 7.875 6.750 $ 3,068.49 360 1-Aug-31
4322642 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 5,156.28 360 1-Oct-31
4323072 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,292.90 360 1-Oct-31
4323815 XXXXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,627.72 360 1-Sep-31
4324185 XXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,634.65 360 1-Aug-31
4324186 POTOMAC MD 20854 SFD 7.000 6.733 $ 2,328.56 360 1-Sep-31
4324188 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,991.82 360 1-Jul-31
4324328 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,141.10 360 1-Jul-31
4324366 XXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,321.40 360 1-Jul-31
4324399 PRINCETON JUN NJ 08550 SFD 6.875 6.608 $ 4,270.04 360 1-Jul-31
4324429 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,693.63 360 1-Sep-31
4324437 XXXXXXX XX 00000 HCO 7.250 6.750 $ 2,865.14 360 1-Sep-31
4324922 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,684.10 360 1-Oct-31
4325326 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,206.90 360 1-Aug-31
4325446 XXXXXX XX 00000 PUD 7.000 6.733 $ 4,324.47 360 1-Aug-31
4325489 XXXXXXXX XX 00000 PUD 7.375 6.750 $ 2,317.22 360 1-Aug-31
4325637 XXX XXXX XX 00000 LCO 7.875 6.750 $ 2,610.25 360 1-Oct-31
4325903 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,189.59 360 1-Oct-31
4326069 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,204.21 360 1-Aug-31
4326086 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,237.49 360 1-Aug-31
4327120 XXXX XXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,182.20 360 1-Oct-31
4327229 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,309.51 360 1-Sep-31
4327567 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,062.69 360 1-Aug-31
4327593 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,517.18 360 1-Aug-31
4327652 XXXXX XX 00000 SFD 7.250 6.750 $ 2,073.82 360 1-Aug-31
4327663 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,299.69 360 1-Sep-31
4327683 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,069.68 360 1-Aug-31
4327717 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,052.79 360 1-Aug-31
4327794 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,735.08 360 1-Jul-31
4327831 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,459.08 360 1-Aug-31
4327868 XXXX XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,062.44 360 1-Aug-31
4327906 XXXXX XX 00000 SFD 7.000 6.733 $ 4,324.47 360 1-Aug-31
4327921 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,548.06 360 1-Sep-31
4327955 GLEN XXXXX XX 00000 SFD 6.875 6.608 $ 2,435.90 360 1-Aug-31
4327963 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,901.75 360 1-Sep-31
4328047 XXXXX XX 00000 SFD 7.250 6.750 $ 3,581.43 360 1-Jul-31
4328128 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,002.96 360 1-Sep-31
4328169 ROBINS IA 52328 SFD 7.000 6.733 $ 2,128.97 360 1-Jul-31
4328188 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,496.08 360 1-Aug-31
4328221 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,268.24 360 1-Sep-31
4328226 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,624.57 360 1-Aug-31
4328263 XXXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,410.89 360 1-Aug-31
4328278 XXXXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,519.71 360 1-Jul-31
4328294 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.71 360 1-Jul-31
4328315 XXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,489.21 360 1-Aug-31
4328336 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,873.78 360 1-Aug-31
4328348 XXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,102.01 360 1-Sep-31
4328355 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,735.08 360 1-Jul-31
4328368 XXXXXX XX 00000 PUD 7.250 6.750 $ 3,223.29 360 1-Jul-31
4328395 XXX XXXXXX XX 00000 SFD 7.500 6.750 $ 2,503.89 360 1-Jul-31
4328410 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 7,406.41 360 1-Dec-30
4328425 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,971.39 360 1-Aug-31
4328450 XXXXX XXX XX 00000 SFD 7.375 6.750 $ 3,038.98 360 1-Aug-31
4328491 XXXXXXX XX 00000 PUD 7.125 6.750 $ 2,398.44 360 1-Aug-31
4328516 XXXXX XX 00000 SFD 7.250 6.750 $ 2,646.85 360 1-Aug-31
4328533 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,001.58 360 1-Aug-31
4328546 XXXXXXX XXX XX 00000 SFD 7.250 6.750 $ 2,091.56 360 1-Sep-31
4328552 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,365.93 360 1-Aug-31
4328562 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,154.91 360 1-Sep-31
4328564 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,950.67 360 1-Jul-31
4328583 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 3,315.25 360 1-Sep-31
4328596 XXXXXXXX XX 00000 PUD 7.375 6.750 $ 2,486.44 360 1-Aug-31
4328601 XXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,729.65 360 1-Aug-31
4328608 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,455.84 360 1-Aug-31
4328615 XXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,054.85 360 1-Sep-31
4328616 XXXXX XXXX XX 00000 SFD 6.875 6.608 $ 2,299.26 360 1-Sep-31
4328623 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86 360 1-Sep-31
4328625 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,108.04 360 1-Aug-31
4328626 XXXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,572.77 360 1-Sep-31
4328629 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,041.71 360 1-Sep-31
4328630 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,189.45 360 1-Sep-31
4328632 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,240.34 360 1-Sep-31
4328638 XXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,455.84 360 1-Sep-31
4328820 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,971.67 360 1-Sep-31
4328876 XXX XXXX XX 00000 LCO 7.500 6.750 $ 2,087.16 360 1-Sep-31
4328912 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,175.63 360 1-Sep-31
4329338 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,270.10 360 1-Oct-31
4329374 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,455.84 360 1-Jul-31
4329475 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,660.49 360 1-Jul-31
4329500 XXXX XX 00000 SFD 7.250 6.750 $ 3,394.51 360 1-Jul-31
4329539 XXXXXXXX XX 00000 SFD 6.950 6.683 $ 3,309.74 360 1-Aug-31
4329575 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,845.68 360 1-Aug-31
4329606 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,899.25 360 1-Aug-31
4329613 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,035.77 360 1-Apr-31
4329670 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,455.84 360 1-Aug-31
4329684 XXXXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 4,147.64 360 1-Aug-31
4329705 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,348.30 360 1-Aug-31
4329734 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,375.93 360 1-Aug-31
4329756 XX XXXXX XX 00000 SFD 7.375 6.750 $ 1,972.57 360 1-Aug-31
4329760 XXXX XX 00000 SFD 7.125 6.750 $ 2,721.83 360 1-Jul-31
4329778 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.71 360 1-Jul-31
4329784 XXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,749.17 360 1-Aug-31
4329824 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,558.17 360 1-Aug-31
4329852 XXXXXXXXXX XX 00000 SFD 6.875 6.608 $ 4,169.33 360 1-Jul-31
4329854 XXXXXXX XX 00000 SFD 7.000 6.733 $ 1,995.91 360 1-Aug-31
4329857 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,273.29 360 1-Jul-31
4329885 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,237.54 360 1-Aug-31
4329899 XXXXXX XXXX XX 00000 PUD 7.375 6.750 $ 2,735.08 360 1-Jul-31
4330004 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,762.82 360 1-Jul-31
4330034 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,069.80 360 1-Aug-31
4330092 XXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,175.63 360 1-Jul-31
4330104 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,453.38 360 1-Aug-31
4330117 XXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,373.98 360 1-Aug-31
4330124 XXXXXXX XX 00000 SFD 7.125 6.750 $ 1,929.53 360 1-Aug-31
4330166 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,138.95 360 1-Aug-31
4330284 XXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,387.62 360 1-Oct-31
4330374 XXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,066.99 360 1-Sep-31
4330414 XXXXXX XXXXX XX 00000 SFD 6.950 6.683 $ 4,302.67 360 1-Aug-31
4330458 XXX XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,455.83 360 1-Sep-31
4331015 XXXXXXXXXXXX XX 00000 PUD 7.125 6.750 $ 2,223.28 360 1-Jul-31
4331018 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,729.65 360 1-Aug-31
4331025 XXXXXX XXXX XX 00000 PUD 7.500 6.750 $ 2,276.30 360 1-Aug-31
4331029 XXXXXX XX 00000 SFD 7.125 6.750 $ 1,994.21 360 1-Aug-31
4331046 XXXXX XX 00000 SFD 7.125 6.750 $ 4,069.26 360 1-Jul-31
4331053 XXXXXXXXXX XX 00000 PUD 7.250 6.750 $ 2,643.44 360 1-Aug-31
4331059 XXXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,209.80 360 1-Aug-31
4331065 XXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $ 3,833.46 360 1-Aug-31
4331072 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,398.44 360 1-Sep-31
4331074 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,210.26 360 1-Aug-31
4331082 XXXXXXXXX XX 00000 SFD 6.250 5.983 $ 2,832.30 360 1-Aug-31
4331090 XXXXXXX XX 00000 PUD 7.250 6.750 $ 3,056.15 360 1-Jul-31
4331095 XXXXX XX 00000 SFD 7.000 6.733 $ 1,995.91 360 1-Jul-31
4331102 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,313.77 360 1-Jul-31
4331103 XXXXXXXX XX 00000 HCO 6.875 6.608 $ 3,496.18 360 1-Aug-31
4331109 XXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 3,025.80 360 1-Jul-31
4331114 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,034.63 360 1-Jul-31
4331115 XXXXXXX XX 00000 SFD 7.375 6.750 $ 4,489.39 360 1-Jul-31
4331162 XXXXX XXXX XX 00000 SFD 6.950 6.683 $ 4,073.96 360 1-Aug-31
4331165 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,479.29 360 1-Aug-31
0000000 XX XXXXXXX XX 00000 SFD 6.875 6.608 $ 2,496.33 360 1-Aug-31
4331425 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,671.77 360 1-Oct-31
4332596 XXXXXXXXX XXX XX 00000 SFD 6.875 6.608 $ 2,135.02 360 1-Oct-31
4332686 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,740.93 360 1-Oct-31
4333730 XXXX XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,694.88 360 1-Oct-31
4334227 XXX XXXX XX 00000 SFD 7.125 6.750 $ 2,991.32 360 1-Oct-31
4334336 XXX XXXX XX 00000 SFD 7.125 6.750 $ 2,845.79 360 1-Oct-31
4334600 XXXXXXXXX XX 00000 PUD 7.500 6.750 $ 3,216.39 360 1-May-31
4335092 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,391.75 360 1-Aug-31
4335408 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,235.42 360 1-Sep-31
4335922 XXX XXXXX XX 00000 SFD 8.500 6.750 $ 2,816.53 360 1-Aug-31
4336246 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,031.74 360 1-Oct-31
4336472 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,555.75 360 1-Aug-31
4336474 XXXXXXX XX 00000 SFD 6.875 6.608 $ 2,035.83 360 1-Jul-31
4336481 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,661.21 360 1-Aug-31
4336498 XXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,489.77 360 1-Jul-31
4336501 XXXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,875.00 360 1-Jul-31
4336505 XXXXXX XX 00000 LCO 7.875 6.750 $ 2,749.47 360 1-Aug-31
4336523 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,373.86 360 1-Jul-31
4336552 XXXXXXX XX 00000 LCO 7.500 6.750 $ 3,496.08 360 1-Jul-31
4336565 XXXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,346.69 360 1-Jul-31
4336568 XXXXXXXXXXX XX 00000 PUD 7.250 6.750 $ 2,046.53 360 1-Jul-31
4336591 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,538.03 360 1-Jul-31
4336614 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,059.20 360 1-Jul-31
4336618 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,398.06 360 1-Aug-31
4336650 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,536.26 360 1-Jun-31
4336803 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,757.18 360 1-Aug-31
4336883 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,640.24 360 1-Aug-31
4336900 XXXXXXX XX 00000 SFD 8.000 6.750 $ 2,275.04 360 1-Jul-31
4337386 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,561.57 360 1-Sep-31
4337609 XXXXXX XX 00000 LCO 7.125 6.750 $ 936.47 360 1-Oct-31
4338099 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,459.58 360 1-Jun-31
4338124 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,097.65 360 1-Jul-31
4338282 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,240.34 360 1-Oct-31
4338799 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,326.52 360 1-Aug-31
4338936 XXXXXXXX XX 00000 PUD 7.000 6.733 $ 2,134.30 360 1-Aug-31
4338977 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,971.54 360 1-Aug-31
4341358 XXXXXXXX XXX XX 00000 LCO 7.250 6.750 $ 2,121.57 360 1-Sep-31
4341403 XXXXXXX XX 00000 MF2 7.875 6.750 $ 3,589.09 360 1-Aug-31
4341781 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,845.58 360 1-Jun-31
4342301 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,097.64 360 1-Sep-31
4342558 XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,260.37 360 1-Oct-31
4342711 XXXX XX 00000 SFD 6.875 6.608 $ 2,036.48 360 1-Oct-31
4343290 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,284.17 360 1-Sep-31
4343530 XXXXXX XX 00000 SFD 7.000 6.733 $ 3,081.68 360 1-Oct-31
4343890 XX XXXXXXXXX XX 00000 SFD 6.875 6.608 $ 1,990.50 360 1-Oct-31
4345363 XXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,452.54 360 1-Sep-31
4347520 XXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,151.69 360 1-Aug-31
4347674 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,094.02 360 1-Aug-31
4350704 XXXXXXXXXX XX 00000 PUD 7.250 6.750 $ 4,434.15 360 1-Aug-31
4352575 HIGHLANDS RAN CO 80126 PUD 7.625 6.750 $ 2,688.61 360 1-Aug-31
4355172 XXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,013.74 360 1-Aug-31
4362534 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 1,978.32 360 1-Oct-31
4367328 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 4,379.17 360 1-Oct-31
4368280 XXX XXXXXX XX 00000 LCO 7.000 6.733 $ 3,193.46 360 1-Oct-31
4371883 XXXXXXXXX XX 00000 PUD 7.000 6.733 $ 2,142.28 360 1-Oct-31
4372342 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,829.62 360 1-Oct-31
5064962 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,419.29 360 1-Sep-31
5146245 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,972.32 360 1-Apr-30
5159464 XXX XXXX XX 00000 HCO 7.500 6.750 $ 4,395.22 360 1-Apr-30
5707609 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,994.43 360 1-May-30
5715050 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,716.13 360 1-May-30
5717979 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,330.91 360 1-Jul-30
5731348 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,447.25 360 1-Jul-30
5738352 XXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,417.36 360 1-Jul-30
5739250 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 1,952.66 360 1-Aug-30
5753382 OSSINING NY 10562 SFD 7.500 6.750 $ 2,184.11 360 1-Aug-30
5757024 XXXXX XXXX XX 00000 SFD 7.500 6.750 $ 3,457.24 360 1-Aug-30
5808502 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,146.46 000 0-Xxx-00
0000000 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,670.00 360 1-Jan-31
5824977 XXXXXX XX 00000 SFD 7.500 6.750 $ 5,596.79 360 1-Nov-30
5826940 XXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,217.22 000 0-Xxx-00
0000000 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,101.10 360 1-Aug-31
5838554 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,188.95 360 1-Dec-30
5839963 XXX XXXX XX 00000 LCO 7.500 6.750 $ 2,021.33 360 1-Jan-31
5849318 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 5,140.93 360 1-Dec-30
5856913 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 1,927.65 360 1-Dec-30
5866090 XXXXXXX XX 00000 LCO 7.250 6.750 $ 2,728.71 360 1-Oct-31
5868195 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,224.09 360 1-Jan-31
5881583 XXXX XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,609.85 360 1-Oct-31
5885676 XXXXXXXXX XX 00000 LCO 7.250 6.750 $ 2,232.09 360 1-Sep-31
5885726 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,417.37 360 1-Sep-31
5903594 XXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,683.76 360 1-Sep-31
5904286 XXX XXXX XX 00000 SFD 7.125 6.750 $ 4,129.90 360 1-Sep-31
5912444 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,896.32 360 1-Sep-31
5917380 XXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,321.27 360 1-Apr-31
5943441 XXXXXXXX XX 00000 LCO 6.875 6.608 $ 2,299.26 360 1-Oct-31
5947893 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,159.33 360 1-Oct-31
5952034 XXXX XXXXX XX XX 00000 SFD 7.875 6.750 $ 3,509.34 360 1-Oct-31
5956638 XXX XXXXXX XX 00000 SFD 7.000 6.733 $ 3,659.17 360 1-Oct-31
5962376 XXXXXXX XXXX XX 00000 SFD 7.875 6.750 $ 3,045.29 360 1-Jun-31
0000000 XX XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,237.54 360 1-Jun-31
5986999 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,326.63 360 1-May-31
5987399 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,867.78 360 1-Jul-31
5991400 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,899.25 360 1-Sep-31
5996668 XXXXXXXXX RAN CA 91381 SFD 7.625 6.750 $ 2,637.59 360 1-Jul-31
5999110 XXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 1,970.81 360 1-Sep-31
5999322 XXXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,210.09 360 1-Oct-31
6007183 XXXXXXXXX XXX XX 00000 LCO 8.000 6.750 $ 2,935.06 360 1-Jul-31
6007314 XXXX XXXXX XX 00000 SFD 7.125 6.750 $ 4,109.68 360 1-Jul-31
6007927 XXXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 1,397.14 360 1-Aug-31
6008422 XXXXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,209.26 360 1-Oct-31
6009672 NANUET NY 10954 LCO 7.875 6.750 $ 1,595.15 360 1-Aug-31
6009968 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,496.08 360 1-Sep-31
6010323 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,395.31 360 1-Sep-31
6010737 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,592.27 360 1-Oct-31
6011980 XXX XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,035.83 360 1-Sep-31
6012325 XXXXXX XX 00000 SFD 7.000 6.733 $ 4,989.77 360 1-Aug-31
6014183 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,831.17 360 1-Jul-31
6015561 XXX XXXXX XX 00000 SFD 6.750 6.483 $ 3,118.14 360 1-Oct-31
6018470 XXXXXXX XX 00000 SFD 8.125 6.750 $ 2,617.30 360 1-Aug-31
6018768 TAOS NM 87571 SFD 7.250 6.750 $ 2,046.53 360 1-Sep-31
6020526 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,834.45 360 1-Oct-31
6021965 XXXXXXXXXX XX XX 00000 SFD 7.875 6.750 $ 3,770.36 360 1-Jul-31
6024423 XXXXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 1,962.65 360 1-Jul-31
6025748 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,149.57 360 1-Jun-31
6026304 XXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,210.26 360 1-Sep-31
6026492 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,923.04 360 1-Oct-31
6027621 XXXXXX XX 00000 SFD 7.125 6.750 $ 3,368.60 360 1-Sep-31
6027857 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,062.69 360 1-Jul-31
6027917 XXXXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,837.93 360 1-May-31
6030308 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,496.08 360 1-Sep-31
6031406 XXXXX XX 00000 HCO 8.875 6.750 $ 2,927.98 360 1-Jun-31
6032116 XXXXXXXX XX 00000 MF2 7.500 6.750 $ 5,453.88 360 1-Jul-31
6033419 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,963.64 360 1-Sep-31
6034540 XXXX XXXXX XX XX 00000 SFD 7.500 6.750 $ 2,517.17 360 1-Jul-31
6034619 XXX XXXX XX 00000 SFD 7.375 6.750 $ 3,453.38 360 1-Sep-31
6034958 XXXXX XXXX XX XX 00000 SFD 7.500 6.750 $ 2,097.65 360 1-Sep-31
6035248 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,258.51 360 1-Jul-31
6035474 XXXXXX XX 00000 SFD 7.000 6.733 $ 2,370.15 360 1-Sep-31
6036038 XXXXXX XXXXXX XX 00000 SFD 7.125 6.750 $ 2,122.22 360 1-Oct-31
6036620 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,034.60 360 1-Oct-31
6036672 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 5,662.35 360 1-Aug-31
6037573 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 1,077.80 360 1-Aug-31
6038679 XXX XXXXX XX 00000 SFD 7.000 6.733 $ 2,607.99 360 1-Sep-31
6038693 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,507.44 360 1-Jul-31
6038958 XXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 3,537.03 360 1-Sep-31
6039133 XXXX XXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,494.89 360 1-Oct-31
6039645 XXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 3,020.61 360 1-Sep-31
6039684 LONGBOAT XXX XX 00000 SFD 7.625 6.750 $ 4,246.77 360 1-Sep-31
6040155 XXXX XXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,056.94 360 1-Aug-31
6041627 XXXXXX XXX XX 00000 SFD 7.500 6.750 $ 3,691.85 360 1-May-31
6041830 XXX XXXXXX XX 00000 SFD 7.000 6.733 $ 2,993.87 360 1-Sep-31
8024198 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,797.23 360 1-Aug-31
8101095 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 1,952.84 360 1-Apr-30
8117066 XXXXX XX 00000 SFD 7.250 6.750 $ 2,592.27 360 1-Sep-31
8126772 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,751.97 360 1-Aug-31
8131397 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,776.63 360 1-Jul-31
8133638 XXXXXXXX XXXX XX 00000 LCO 7.500 6.750 $ 2,749.31 360 1-Jul-30
8138401 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,229.10 360 1-May-30
8144468 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,075.09 360 1-Jul-30
8162127 XXXXX XXXX XX 00000 MF2 7.500 6.750 $ 6,997.96 345 1-Jun-30
8171370 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 1,952.21 360 1-Jun-30
8179613 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,138.01 360 1-Jul-31
8199704 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 2,657.41 360 1-Jan-31
8252139 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,686.55 360 1-Aug-31
8270390 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,866.47 360 1-Dec-30
8277628 XXXXXX XX 00000 SFD 7.500 6.750 $ 6,996.38 360 1-Oct-30
8289102 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,793.77 360 1-Sep-31
8311217 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,991.82 360 1-Jul-31
8333644 XXXXX XXXX XX 00000 LCO 7.500 6.750 $ 6,032.73 360 1-Dec-30
8336475 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,485.67 360 1-Jul-31
8344174 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,094.87 360 1-Jan-31
8358435 XXXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,080.64 360 1-Aug-31
8363471 XXXXXX XXX XX 00000 SFD 7.500 6.750 $ 4,477.77 360 1-Sep-31
8364579 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,359.85 360 1-Aug-31
8369359 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,341.23 360 1-Aug-31
8374701 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,811.74 360 1-Aug-31
8375871 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86 360 1-Aug-31
8381895 XXXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,141.09 360 1-Aug-31
8383905 XXXXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 2,521.77 360 1-Aug-31
8385194 XXXXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,425.39 360 1-Aug-31
8401746 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,637.98 360 1-Aug-31
8407357 XXXXXX XX 00000 SFD 7.500 6.750 $ 4,930.20 360 1-Jan-31
8407705 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,258.46 360 1-Sep-31
8408719 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,401.82 360 1-Aug-31
8413190 XXXXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,492.76 360 1-Aug-31
8414423 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,445.17 360 1-Jan-31
8417967 XXXXXXX XX 00000 SFD 7.375 6.750 $ 5,425.25 360 1-Sep-31
8420528 XXXXX XX 00000 SFD 7.375 6.750 $ 2,590.03 360 1-Aug-31
8430265 XXXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,827.54 360 1-Aug-31
8435353 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,922.01 360 1-Sep-31
8441351 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 5,389.75 360 1-Aug-31
8452004 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,319.63 360 1-Sep-31
8454007 PRIOR XXXX XX 00000 SFD 7.500 6.750 $ 2,083.19 360 1-Aug-31
8454293 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,596.14 360 1-Sep-31
8486513 XXXXX XX 00000 SFD 7.500 6.750 $ 2,036.46 360 1-Aug-31
8497925 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,176.81 360 1-Sep-31
8518648 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,175.97 360 1-Sep-31
8523343 XXX XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,674.32 360 1-Aug-31
8539286 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,220.71 360 1-Aug-31
8544570 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,102.14 360 1-Sep-31
8546636 XXXX XXXXX XX 00000 SFD 6.875 6.608 $ 1,885.39 360 1-Sep-31
8587765 XXX XXXX XXXX XX 00000 SFD 7.125 6.750 $ 1,879.67 360 1-Aug-31
8606701 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,304.12 360 1-May-31
8631881 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,428.55 360 1-Aug-31
8635560 XX XXXXXX XX 00000 SFD 7.250 6.750 $ 6,821.76 360 1-Jul-31
8638709 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,607.99 360 1-Aug-31
8648848 XXXXXXXXXXX X XX 00000 SFD 7.250 6.750 $ 2,361.95 360 1-Aug-31
8650753 XXXXX XX 00000 SFD 7.500 6.750 $ 2,628.35 360 1-Aug-31
8655411 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,797.23 360 1-Jul-31
8659378 XXXXX XX 00000 SFD 7.500 6.750 $ 2,151.48 360 1-Aug-31
8666787 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,293.04 360 1-Aug-31
8670462 XXXXXXX XX 00000 SFD 7.750 6.750 $ 4,972.02 360 1-Aug-31
8671293 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 1,994.88 360 1-Aug-31
8671453 XXX XXXXX XX 00000 SFD 7.000 6.733 $ 2,395.09 360 1-Jul-31
8674283 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 5,052.89 360 1-Aug-31
8675706 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,387.62 360 1-Aug-31
8676951 XXXXXXXXX XX 00000 SFD 6.875 6.608 $ 5,025.51 360 1-Jul-31
8680552 PRIOR XXXX XX 00000 SFD 7.250 6.750 $ 2,182.96 360 1-Aug-31
8681619 XXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,180.43 360 1-Sep-31
8684769 XXX XXXX XX 00000 SFD 7.250 6.750 $ 4,210.09 360 1-Aug-31
8686993 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,092.75 360 1-Jul-31
8688034 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,486.43 360 1-Aug-31
8693435 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 6,642.53 360 1-Aug-31
8699416 XXXXXX XXXXXX XX 00000 SFD 7.750 6.750 $ 2,521.77 360 1-Sep-31
8700336 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,750.53 360 1-Aug-31
8703646 XXXXXXX XX 00000 SFD 7.375 6.750 $ 4,169.95 360 1-Sep-31
8708352 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,892.43 360 1-Jul-31
8714535 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 4,039.72 360 1-Sep-31
8714653 XXXXXXXXX RAN CA 91381 SFD 7.375 6.750 $ 2,887.71 360 1-Jul-31
8715091 XXXXXXXX XX 00000 MF2 7.000 6.733 $ 4,973.14 360 1-Aug-31
8719745 XXXXX XX 00000 SFD 7.250 6.750 $ 2,685.39 360 1-Sep-31
8727196 XXXXX XXXXXX XX 00000 SFD 7.000 6.733 $ 2,328.56 360 1-Jul-31
8727438 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 7,164.12 360 1-Jul-31
8739979 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 3,410.88 360 1-Jul-31
8743600 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,260.33 360 1-Sep-31
8748117 XX. XXXXX XX 00000 SFD 7.500 6.750 $ 3,076.54 360 1-Sep-31
8749641 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,590.03 360 1-Aug-31
8749753 AMERICAN XXXX XX 00000 SFD 7.375 6.750 $ 2,190.03 360 1-Aug-31
8750464 XXX XXXXX XX 00000 LCO 7.625 6.750 $ 2,215.29 360 1-Aug-31
8752459 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,439.20 360 1-Sep-31
8752579 XXXXXXXXX RAN CA 91381 SFD 7.250 6.750 $ 2,972.58 360 1-Aug-31
8753892 XXXXXXXXXX XX XX 00000 SFD 7.750 6.750 $ 2,176.10 360 1-Aug-31
8756436 XXXXXXXX XX 00000 MF2 7.375 6.750 $ 3,363.59 360 1-Aug-31
8758804 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,168.77 360 1-Sep-31
8761484 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,143.86 360 1-Aug-31
8761552 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,754.91 360 1-Sep-31
8762950 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,326.56 360 1-Sep-31
8767538 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,259.99 360 1-Aug-31
8767821 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,391.07 360 1-Aug-31
8767991 XXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,114.75 360 1-Jul-31
8773059 XXX XXXXX XX 00000 HCO 7.375 6.750 $ 2,690.87 360 1-Jul-31
8773385 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 7,077.94 360 1-Jul-31
8773470 XXXXXX XX 00000 SFD 7.000 6.733 $ 3,326.51 360 1-Aug-31
8774403 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,746.24 360 1-Sep-31
8778309 XXX XXXXXXXXX XX 00000 LCO 7.500 6.750 $ 2,775.88 360 1-Jul-31
8778985 XXXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,358.01 360 1-Aug-31
8781147 FT XXXXX IN 46814 SFD 7.625 6.750 $ 2,236.63 360 1-Aug-31
8781345 XX XXXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,888.40 360 1-Aug-31
8789512 XXXXXXXXXX XX XX 00000 SFD 7.500 6.750 $ 2,936.70 360 1-Jul-31
8789865 XXXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,721.82 360 1-Aug-31
8796759 XXXXXXXXXXX XX 00000 SFD 6.625 6.358 $ 2,785.35 360 1-Aug-31
8797405 XXXXXX XX 00000 SFD 7.000 6.733 $ 4,324.47 360 1-Aug-31
8797708 TOLUCA XXXX XX 00000 SFD 7.500 6.750 $ 3,272.32 360 1-Aug-31
8798157 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,108.83 360 1-Jul-31
8798770 XXXXXX XX 00000 SFD 7.250 6.750 $ 3,274.45 360 1-Sep-31
8800378 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,069.67 360 1-Sep-31
8800531 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,006.75 360 1-Aug-31
8800798 XXX XXXXXX XX 00000 SFD 7.250 6.750 $ 3,342.66 360 1-Aug-31
8800834 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,285.29 360 1-Sep-31
8800896 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,625.57 360 1-Sep-31
8801934 WYOMING DE 19934 SFD 7.375 6.750 $ 2,873.21 360 1-Aug-31
8806190 XXX XXXXXXXXX XX 00000 MF2 7.375 6.750 $ 3,784.90 360 1-Aug-31
8806519 XXXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.70 360 1-Sep-31
8808063 XXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,903.14 360 1-Sep-31
8809489 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,108.04 360 1-Aug-31
8812469 XXXXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 6,414.18 360 1-Sep-31
8812631 XXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 2,408.72 240 1-Sep-21
8813890 XXXXXXXXX XXX XX 00000 SFD 7.500 6.750 $ 4,894.50 360 1-Aug-31
8813954 XXX XXXXXXXXX XX 00000 LCO 6.875 6.608 $ 1,997.06 360 1-Sep-31
8814250 XXXXXXX XXXXX XX 00000 LCO 7.500 6.750 $ 2,181.55 360 1-Aug-31
8816145 XXXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,162.50 360 1-Aug-31
8816493 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 4,351.25 360 1-Aug-31
8817380 XXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,468.23 360 1-Aug-31
8820590 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,046.53 360 1-Sep-31
8822142 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,417.36 360 1-Sep-31
8822499 XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,915.37 360 1-Aug-31
8822666 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,845.58 360 1-Aug-31
8823263 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,002.55 360 1-Aug-31
8823637 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,930.27 360 1-Aug-31
8823985 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,423.43 360 1-Aug-31
8824860 XX XXXXX XX 00000 SFD 7.250 6.750 $ 2,215.44 360 1-Sep-31
8827098 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,791.26 360 1-Aug-31
8827398 PLACENTIA CA 92870 SFD 7.250 6.750 $ 1,989.23 360 1-Aug-31
8827571 XXXXXX XX 00000 SFD 7.000 6.733 $ 2,960.60 360 1-Sep-31
8827733 XXXXX XXX XX 00000 SFD 7.250 6.750 $ 2,940.18 360 1-Sep-31
8827956 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,148.00 360 1-Sep-31
8829330 XXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,687.77 360 1-Aug-31
8829743 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,074.18 360 1-Aug-31
8830279 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,609.27 360 1-Sep-31
8831256 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,570.69 360 1-Aug-31
8831462 XXX XXXXX XX 00000 SFD 7.000 6.733 $ 2,373.80 360 1-Sep-31
8831485 XXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,571.22 360 1-Sep-31
8832754 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,182.85 360 1-Aug-31
8832949 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,004.86 240 1-Aug-21
8833173 XXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 2,610.25 360 1-Sep-31
8835919 XX XXXXXX XXX XX 00000 SFD 7.625 6.750 $ 3,030.06 360 1-Aug-31
8835972 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 1,958.06 360 1-Aug-31
8836036 XXXXXXX XX XX XX 00000 SFD 6.875 6.608 $ 3,803.62 360 1-Aug-31
8836073 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,371.49 360 1-Aug-31
8837311 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,468.19 360 1-Aug-31
8837333 XXXXX XXX XX 00000 SFD 7.375 6.750 $ 3,487.91 360 1-Aug-31
8838485 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,562.21 360 1-Aug-31
8839162 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,652.19 360 1-Sep-31
8839325 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,240.17 360 1-Sep-31
0000000 XX XXXXXX XX 00000 SFD 7.375 6.750 $ 3,453.38 360 1-Aug-31
8841399 POTOMAC MD 20854 SFD 7.125 6.750 $ 2,614.03 360 1-Sep-31
8841685 THE XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,490.06 360 1-Aug-31
8842872 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 4,692.45 360 1-Sep-31
8846494 XXX XXXX XX 00000 SFD 7.375 6.750 $ 3,259.99 360 1-Aug-31
8846822 XXXXXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,956.18 360 1-Sep-31
8847539 XXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,408.67 360 1-Sep-31
8848993 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,925.17 360 1-Sep-31
8849758 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 3,108.04 360 1-Aug-31
8849842 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,387.62 360 1-Aug-31
8850173 XX. XXXXXX XX 00000 SFD 7.375 6.750 $ 3,453.38 360 1-Sep-31
8850438 XXXX XXXX XXX XX 00000 HCO 7.750 6.750 $ 1,980.88 360 1-Aug-31
8850563 XXX XXXX XX 00000 SFD 7.000 6.733 $ 3,268.30 360 1-Aug-31
8852173 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,672.22 360 1-Sep-31
8852460 XXXXXXXXXX XX XX 00000 LCO 7.375 6.750 $ 2,060.97 360 1-Aug-31
8853381 XXXXXXXX XXXX XX 00000 SFD 6.875 6.608 $ 2,299.25 360 1-Sep-31
8855121 XXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,659.16 360 1-Sep-31
8856393 XXXXX XXXXX XX 00000 SFD 7.125 6.750 $ 2,256.96 360 1-Sep-31
8857570 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,900.84 360 1-Sep-31
8857629 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,657.02 360 1-Sep-31
8857844 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,401.26 360 1-Sep-31
8858363 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,211.86 360 1-Aug-31
8858583 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,964.36 360 1-Aug-31
8858602 XXXXX XX 00000 SFD 7.500 6.750 $ 2,299.02 360 1-Sep-31
8859946 XXXXX XXX XX 00000 SFD 7.625 6.750 $ 2,129.04 360 1-Aug-31
8860994 XXXXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 2,224.46 360 1-Aug-31
8861878 XXX XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,128.97 360 1-Sep-31
8861962 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,358.03 360 1-Sep-31
8862264 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,728.71 360 1-Sep-31
8862350 XXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,867.78 360 1-Sep-31
8862519 XXXXX XXX XX 00000 SFD 7.250 6.750 $ 2,292.11 360 1-Sep-31
8863079 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,392.34 360 1-Sep-31
8863380 XXXX XXXX XXX XX 00000 SFD 7.375 6.750 $ 3,190.92 360 1-Sep-31
8863603 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,756.83 360 1-Sep-31
8864468 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,496.07 360 1-Sep-31
8865764 XXX XXXX XXXX XX 00000 SFD 7.250 6.750 $ 4,434.15 360 1-Sep-31
8866613 XXXX XXXXXX XX 00000 SFD 7.000 6.733 $ 4,297.85 360 1-Aug-31
8869421 XXXXXXXX XXXX XX 00000 SFD 7.000 6.733 $ 2,880.76 360 1-Aug-31
8871219 NORTH XXXX XX XX 00000 SFD 7.000 6.733 $ 1,995.91 360 1-Aug-31
8873951 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,507.00 360 1-Sep-31
8874352 XXXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,228.66 360 1-Aug-31
8874472 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,489.34 360 1-Aug-31
8876397 XXXXXXXXXX XX 00000 SFD 6.000 5.733 $ 2,492.48 360 1-Sep-31
8878437 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,626.04 360 1-Sep-31
8883892 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,674.13 360 1-Sep-31
8884194 XXXXXX XX 00000 SFD 7.125 6.750 $ 1,967.26 360 1-Sep-31
8888468 XXXXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,172.05 360 1-Sep-31
8889728 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 3,232.36 360 1-Sep-31
8889742 PACIFIC XXXXX XX 00000 SFD 6.750 6.483 $ 3,242.99 360 1-Sep-31
8893286 XXXX XX 00000 SFD 7.375 6.750 $ 2,044.40 360 1-Sep-31
8897765 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,695.11 360 1-Sep-31
8898549 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,728.71 360 1-Sep-31
8898559 XXXXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,358.01 360 1-Sep-31
8899523 FRONTENAC MO 63131 SFD 7.375 6.750 $ 3,439.56 360 1-Oct-31
8926969 XXX XXXXX XX 00000 SFD 7.125 6.750 $ 3,739.14 360 1-Sep-31
8932525 XXXXX XX 00000 SFD 6.750 6.483 $ 2,205.23 360 1-Sep-31
9012369 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,109.23 360 1-Feb-31
9222428 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,644.12 360 1-Aug-31
9225371 XXXXXX XX 00000 SFD 7.750 6.750 $ 3,223.14 360 1-May-31
9230761 XXXXXXX XXXXX XX 00000 SFD 8.625 6.750 $ 4,176.73 360 1-Aug-31
9267426 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 6,957.19 000 0-Xxx-00
0000000 XX XXXXXX XX 00000 SFD 7.125 6.750 $ 3,988.42 360 1-Sep-31
9271005 XXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 4,155.19 360 1-Aug-31
9271074 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,185.08 360 1-Aug-31
9271187 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,006.63 360 1-Aug-31
9271278 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,369.71 360 1-Aug-31
9271793 XXX XXXXX(XXX XX 00000 SFD 7.875 6.750 $ 7,178.19 360 1-Aug-31
9284165 XXXXXXX XX 00000 SFD 7.125 6.750 $ 5,935.46 360 1-Aug-31
9284247 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,365.07 360 1-Aug-31
9286120 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,307.41 360 1-May-31
9288881 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.70 360 1-Aug-31
9288914 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,486.43 360 1-Aug-31
9288968 XXX XXXX XX 00000 SFD 6.875 6.608 $ 3,429.17 360 1-Sep-31
9289493 XXXXXX XX 00000 LCO 7.125 6.750 $ 2,640.98 360 1-Sep-31
9290046 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,477.04 360 1-Sep-31
9292246 XXXXX XX 00000 SFD 7.250 6.750 $ 1,990.25 360 1-Sep-31
9292797 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,264.94 360 1-Sep-31
9292986 XXX XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,654.56 360 1-Aug-31
9293274 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,605.92 360 1-Aug-31
9293875 XXX XXXX XX 00000 SFD 8.250 6.750 $ 2,524.26 360 1-Aug-31
9294202 XXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,359.85 360 1-Oct-31
9294560 XXX XXXX XX 00000 SFD 7.625 6.750 $ 2,725.01 360 1-Aug-31
9294593 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,752.11 360 1-Aug-31
9296307 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,182.97 360 1-Aug-31
9300541 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,651.51 360 1-Aug-31
9305689 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,436.23 360 1-Jul-31
9307120 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,783.42 360 1-Sep-31
9326375 XXXXXX XX 00000 SFD 7.000 6.733 $ 2,767.66 360 1-Oct-31
9326491 XXX XXXXXX XX 00000 SFD 7.125 6.750 $ 4,042.32 360 1-Sep-31
9327659 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,930.68 360 1-Sep-31
9328228 XXXXXX XX 00000 SFD 7.250 6.750 $ 5,457.41 360 1-Sep-31
9328893 XX.XXXXXXXXXX XX 00000 SFD 6.875 6.608 $ 1,983.27 360 1-Sep-31
9331023 XXXXX XX 00000 SFD 7.000 6.733 $ 2,927.34 360 1-Oct-31
9331576 XXXXX XX 00000 SFD 7.125 6.750 $ 2,829.62 360 1-Oct-31
9334504 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,775.72 360 1-Oct-31
EXHIBIT F-1
[Schedule of Type 1 Mortgage Loans]
WFMBS
WFMBS 2001-24 EXHIBIT F-1 (Continued)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- ------------------ ----- ------- --------- ------- ------- --------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- ------------------ ----- ------- --------- ------- ------- --------
4211526 $ 458,684.12 75.00 0.250 0.017 0.858
4212101 $ 401,870.12 70.00 0.250 0.017 0.233
4212226 $ 324,539.76 77.20 0.250 0.017 0.733
4212554 $ 549,240.49 61.11 0.250 0.017 0.858
4213098 $ 829,249.66 39.52 0.250 0.017 0.000
4213817 $ 415,864.19 70.00 0.250 0.017 0.358
4213932 $ 307,529.84 70.00 0.250 0.017 0.358
4214065 $ 303,774.38 80.00 0.250 0.017 0.483
4214352 $ 399,695.63 80.00 0.250 0.017 0.358
4214379 $ 385,453.36 89.77 01 0.250 0.017 0.733
4214386 $ 424,684.58 49.21 0.250 0.017 0.483
4214428 $ 504,586.05 20.20 0.250 0.017 0.000
4214944 $ 389,419.31 65.00 0.250 0.017 0.483
4215032 $ 594,535.84 47.60 0.250 0.017 0.233
4215995 $ 339,506.27 73.91 0.250 0.017 0.608
4217559 $ 440,391.01 70.00 0.250 0.017 0.858
4218697 $ 446,300.49 47.71 0.250 0.017 0.233
4219142 $ 419,655.73 60.00 0.250 0.017 0.000
4219737 $ 325,264.41 79.99 0.250 0.017 0.608
4219969 $ 325,489.83 65.20 0.250 0.017 0.233
4220580 $ 331,990.81 75.00 0.250 0.017 0.233
4220630 $ 301,476.10 70.00 0.250 0.017 0.483
4220768 $ 376,940.41 69.21 0.250 0.017 0.858
4220939 $ 343,387.96 65.50 0.250 0.017 0.483
4222098 $ 759,377.03 57.74 0.250 0.017 0.000
4222207 $ 351,745.23 80.00 0.250 0.017 0.608
4222317 $ 465,618.02 51.78 0.250 0.017 0.000
4222796 $ 524,610.37 58.33 0.250 0.017 0.483
4222859 $ 300,359.61 90.00 01 0.250 0.017 0.108
4222954 $ 321,722.76 70.00 0.250 0.017 0.000
4223439 $ 300,759.29 26.52 0.250 0.017 0.108
4223653 $ 399,710.49 88.89 12 0.250 0.017 0.608
4224172 $ 789,398.87 68.70 0.250 0.017 0.358
4224880 $ 746,985.57 65.00 0.250 0.017 0.858
4224991 $ 416,674.70 78.68 0.250 0.017 0.233
4225518 $ 509,592.16 46.36 0.250 0.017 0.108
4225921 $ 364,729.11 50.34 0.250 0.017 0.483
4225950 $ 294,775.52 73.75 0.250 0.017 0.358
4226067 $ 370,895.72 46.99 0.250 0.017 0.000
4226071 $ 399,695.63 66.67 0.250 0.017 0.358
4226081 $ 335,724.58 80.00 0.250 0.017 0.000
4226683 $ 810,984.69 47.74 0.250 0.017 0.000
4226966 $ 291,766.49 80.00 0.250 0.017 0.108
4227394 $ 314,760.31 75.00 0.250 0.017 0.358
4227417 $ 308,752.90 75.00 0.250 0.017 0.108
4227649 $ 410,195.35 69.81 0.250 0.017 0.483
4228519 $ 450,000.00 70.64 0.250 0.017 0.608
4228926 $ 303,762.85 77.45 0.250 0.017 0.233
4229250 $ 409,688.02 74.95 0.250 0.017 0.358
4229273 $ 475,619.35 72.12 0.250 0.017 0.108
4229551 $ 318,957.11 80.00 0.250 0.017 0.358
4229713 $ 909,290.11 70.00 0.250 0.017 0.233
4229939 $ 634,200.00 64.71 0.250 0.017 0.608
4230575 $ 379,710.85 79.17 0.250 0.017 0.358
4230606 $ 644,521.31 67.89 0.250 0.017 0.483
4230648 $ 453,396.03 75.00 0.250 0.017 0.233
4230716 $ 414,676.25 47.70 0.250 0.017 0.233
4230930 $ 460,849.06 80.00 0.250 0.017 0.358
4231153 $ 415,725.44 79.92 0.250 0.017 0.233
4231316 $ 431,000.00 66.31 0.250 0.017 0.108
4231413 $ 327,019.03 85.00 01 0.250 0.017 0.733
4231526 $ 436,126.08 74.99 0.250 0.017 0.483
4232247 $ 339,714.36 59.13 0.250 0.017 0.000
4233188 $ 355,715.31 80.00 0.250 0.017 0.108
4234000 $ 359,712.11 75.00 0.250 0.017 0.108
4234797 $ 459,627.08 80.00 0.250 0.017 0.358
4235224 $ 615,507.39 80.00 0.250 0.017 0.108
4235547 $ 447,659.10 80.00 0.250 0.017 0.358
4237709 $ 498,763.25 70.42 0.250 0.017 0.000
4237821 $ 714,495.36 69.76 0.250 0.017 0.733
4238064 $ 399,125.96 76.19 0.250 0.017 0.608
4239057 $ 999,257.85 76.92 0.250 0.017 0.483
4239817 $ 751,441.90 69.95 0.250 0.017 0.483
4242730 $ 486,774.13 75.00 0.250 0.017 0.483
4243078 $ 258,571.93 75.00 0.250 0.017 0.858
4243771 $ 448,532.03 69.18 0.250 0.017 0.000
4244819 $ 550,000.00 56.99 0.250 0.017 0.358
4244933 $ 460,000.00 80.00 0.250 0.017 0.233
4245138 $ 539,953.69 80.00 0.250 0.017 0.233
4246975 $ 689,474.97 62.73 0.250 0.017 0.358
4247056 $ 434,793.02 75.02 0.250 0.017 0.108
4248445 $ 367,220.35 70.00 0.250 0.017 0.358
4248603 $ 358,921.22 58.06 0.250 0.017 0.483
4249235 $ 339,257.05 80.00 0.250 0.017 0.608
4249286 $ 447,000.00 75.00 0.250 0.017 0.233
4249352 $ 486,120.39 80.00 0.250 0.017 0.358
4249519 $ 446,659.87 72.10 0.250 0.017 0.358
4249663 $ 417,665.73 80.00 0.250 0.017 0.108
4249802 $ 313,920.07 43.07 0.250 0.017 0.358
4250251 $ 369,400.00 73.88 0.250 0.017 0.483
4250731 $ 282,227.47 64.93 0.250 0.017 0.000
4251461 $ 382,451.36 65.67 0.250 0.017 0.000
4251548 $ 346,931.00 80.00 0.250 0.017 0.358
4251990 $ 337,400.00 51.75 0.250 0.017 0.000
4252047 $ 585,000.00 66.86 0.250 0.017 0.108
4252068 $ 424,676.61 80.00 0.250 0.017 0.358
4252485 $ 319,041.10 64.00 0.250 0.017 0.483
4252660 $ 499,619.54 79.37 0.250 0.017 0.358
4253437 $ 397,689.52 60.30 0.250 0.017 0.233
4253625 $ 349,746.68 77.43 0.250 0.017 0.608
4253768 $ 323,481.90 80.00 0.250 0.017 0.000
4253830 $ 563,570.84 79.32 0.250 0.017 0.358
4253883 $ 337,496.73 80.00 0.250 0.017 0.483
4253970 $ 601,147.69 79.93 0.250 0.017 0.358
4254057 $ 293,000.00 50.96 0.250 0.017 0.483
4254680 $ 173,529.19 60.00 0.250 0.017 0.733
4255540 $ 554,577.70 76.66 0.250 0.017 0.358
4256110 $ 335,247.23 80.00 0.250 0.017 0.483
4256149 $ 314,056.08 67.02 0.250 0.017 0.483
4256190 $ 869,167.38 72.53 0.250 0.017 0.733
4256218 $ 479,634.76 64.26 0.250 0.017 0.358
4256246 $ 383,000.00 51.76 0.250 0.017 0.108
4256511 $ 649,007.76 59.91 0.250 0.017 0.358
4256658 $ 429,656.14 71.67 0.250 0.017 0.108
4256694 $ 918,750.00 75.00 0.250 0.017 0.108
4256742 $ 417,026.42 77.29 0.250 0.017 0.233
4256836 $ 315,292.04 80.00 0.250 0.017 0.483
4257163 $ 319,737.70 80.00 0.250 0.017 0.000
4257340 $ 370,960.39 75.00 0.250 0.017 0.233
4258296 $ 339,480.97 54.40 0.250 0.017 0.358
4259204 $ 418,300.00 64.35 0.250 0.017 0.000
4259655 $ 646,100.00 75.57 0.250 0.017 0.358
4260004 $ 457,633.75 59.10 0.250 0.017 0.108
4260068 $ 299,344.43 44.98 0.250 0.017 0.608
4260290 $ 348,000.00 80.00 0.250 0.017 0.233
4260648 $ 770,000.00 72.93 0.250 0.017 0.358
4261130 $ 715,507.25 71.60 0.250 0.017 0.858
4261182 $ 483,858.07 32.33 0.250 0.017 0.233
4261254 $ 349,134.29 61.40 0.250 0.017 0.000
4261484 $ 853,687.10 68.80 0.250 0.017 0.858
4261975 $ 323,552.58 80.00 0.250 0.017 0.858
4262036 $ 439,258.33 59.46 0.250 0.017 0.108
4262241 $ 337,642.69 80.00 0.250 0.017 0.358
4262498 $ 378,150.87 63.27 0.250 0.017 0.483
4263817 $ 67,451.14 90.00 12 0.250 0.017 0.608
4264343 $ 275,000.00 48.93 0.250 0.017 0.233
4264525 $ 431,687.33 80.00 0.250 0.017 0.608
4264947 $ 370,000.00 61.67 0.250 0.017 0.000
4265062 $ 379,375.22 80.00 0.250 0.017 0.000
4265190 $ 648,982.81 78.31 0.250 0.017 0.233
4265253 $ 349,752.98 77.78 0.250 0.017 0.733
4265406 $ 499,551.04 74.07 0.250 0.017 0.233
4265649 $ 320,821.59 69.85 0.250 0.017 0.483
4265721 $ 451,376.28 79.95 0.250 0.017 0.358
4265725 $ 396,200.00 79.24 0.250 0.017 0.483
4265852 $ 893,248.93 63.86 0.250 0.017 0.000
4265960 $ 298,794.23 89.25 11 0.250 0.017 0.858
4266209 $ 159,767.66 68.09 0.250 0.017 0.608
4266384 $ 351,000.00 65.00 0.250 0.017 0.358
4266771 $ 275,254.19 72.49 0.250 0.017 0.000
4266893 $ 330,550.00 63.57 0.250 0.017 0.000
4267195 $ 949,240.30 67.42 0.250 0.017 0.108
4267221 $ 449,612.56 63.69 0.250 0.017 0.000
4267321 $ 449,648.96 69.12 0.250 0.017 0.233
4267585 $ 485,000.00 61.78 0.250 0.017 0.108
4267664 $ 394,706.85 72.48 0.250 0.017 0.483
4267884 $ 209,702.60 75.00 0.250 0.017 0.733
4268118 $ 649,007.76 65.16 0.250 0.017 0.358
4268530 $ 834,364.63 42.02 0.250 0.017 0.358
4268547 $ 543,586.05 49.45 0.250 0.017 0.358
4269022 $ 565,058.85 46.16 0.250 0.017 0.233
4269552 $ 435,676.42 80.00 0.250 0.017 0.483
4269648 $ 649,505.40 61.32 0.250 0.017 0.358
4270342 $ 340,000.00 69.39 0.250 0.017 0.608
4270643 $ 338,598.52 80.00 0.250 0.017 0.483
4271138 $ 599,554.71 80.00 0.250 0.017 0.483
4271470 $ 324,752.70 52.00 0.250 0.017 0.358
4271545 $ 579,558.66 79.12 0.250 0.017 0.358
4271606 $ 492,615.41 67.07 0.250 0.017 0.233
4271666 $ 331,303.01 72.87 0.250 0.017 0.733
4271924 $ 305,000.00 78.21 0.250 0.017 0.483
4271997 $ 344,386.46 73.40 0.250 0.017 0.483
4272014 $ 348,391.25 78.20 0.250 0.017 0.483
4272194 $ 389,710.56 62.90 0.250 0.017 0.483
4272534 $ 404,000.00 80.00 0.250 0.017 0.233
4272974 $ 269,597.99 62.79 0.250 0.017 0.483
4272997 $ 418,000.00 73.46 0.250 0.017 0.358
4273061 $ 326,725.28 81.75 01 0.250 0.017 0.000
4273136 $ 319,113.00 80.00 0.250 0.017 0.483
4273268 $ 319,779.77 64.91 0.250 0.017 0.858
4273544 $ 375,000.00 40.98 0.250 0.017 0.233
4273657 $ 371,388.36 80.00 0.250 0.017 0.000
4273820 $ 287,500.00 32.86 0.250 0.017 0.000
4274215 $ 646,511.59 70.00 0.250 0.017 0.358
4274524 $ 319,750.36 56.64 0.250 0.017 0.233
4274555 $ 562,560.81 69.51 0.250 0.017 0.233
4274626 $ 782,373.84 46.75 0.250 0.017 0.108
4274690 $ 491,200.00 80.00 0.250 0.017 0.108
4274758 $ 545,700.00 74.35 0.250 0.017 0.233
4275043 $ 636,000.00 42.40 0.250 0.017 0.358
4275207 $ 440,000.00 65.19 0.250 0.017 0.108
4275258 $ 547,561.77 80.00 0.250 0.017 0.108
4275429 $ 535,000.00 69.93 0.250 0.017 0.000
4275508 $ 343,724.90 68.80 0.250 0.017 0.108
4275603 $ 377,705.12 60.00 0.250 0.017 0.233
4275662 $ 363,409.15 79.99 0.250 0.017 0.108
4275769 $ 431,671.28 73.85 0.250 0.017 0.358
4275931 $ 299,585.73 66.67 0.250 0.017 0.858
4276387 $ 450,000.00 62.07 0.250 0.017 0.000
4276623 $ 324,000.00 73.64 0.250 0.017 0.358
4276636 $ 291,200.00 80.00 0.250 0.017 0.358
4276890 $ 389,710.56 69.64 0.250 0.017 0.483
4277006 $ 449,648.95 64.29 0.250 0.017 0.233
4277326 $ 404,783.98 78.66 0.250 0.017 0.233
4277338 $ 138,799.46 77.17 0.250 0.017 0.608
4277714 $ 449,640.15 48.65 0.250 0.017 0.108
4278100 $ 342,000.00 50.67 0.250 0.017 0.000
4278122 $ 349,705.96 77.43 0.250 0.017 0.000
4278154 $ 379,769.38 86.44 13 0.250 0.017 0.358
4278168 $ 342,000.00 75.00 0.250 0.017 0.108
4278196 $ 296,238.72 89.84 01 0.250 0.017 0.233
4278405 $ 649,492.93 48.15 0.250 0.017 0.233
4278464 $ 379,710.85 79.17 0.250 0.017 0.358
4278561 $ 349,713.11 29.91 0.250 0.017 0.000
4278695 $ 386,440.72 65.00 0.250 0.017 0.108
4278923 $ 369,640.29 58.73 0.250 0.017 0.000
4279025 $ 374,312.31 58.32 0.250 0.017 0.358
4279145 $ 499,619.54 40.00 0.250 0.017 0.358
4279189 $ 439,681.54 80.00 0.250 0.017 0.608
4279240 $ 411,324.15 70.00 0.250 0.017 0.000
4279363 $ 370,823.40 70.86 0.250 0.017 0.483
4279384 $ 533,939.89 80.00 0.250 0.017 0.233
4279427 $ 473,611.47 27.88 0.250 0.017 0.000
4279505 $ 395,000.00 71.82 0.250 0.017 0.000
4279557 $ 404,676.12 78.64 0.250 0.017 0.108
4279744 $ 479,625.55 64.86 0.250 0.017 0.233
4280051 $ 325,000.00 73.03 0.250 0.017 0.108
4280231 $ 377,903.00 66.07 0.250 0.017 0.358
4280287 $ 444,652.86 75.42 0.250 0.017 0.233
4280291 $ 512,925.25 69.88 0.250 0.017 1.108
4280432 $ 781,359.00 69.51 0.250 0.017 0.000
4280769 $ 439,665.19 80.00 0.250 0.017 0.358
4280843 $ 999,200.31 64.52 0.250 0.017 0.108
4281055 $ 344,000.00 80.00 0.250 0.017 0.358
4281355 $ 359,626.07 26.77 0.250 0.017 0.358
4281470 $ 343,247.18 80.00 0.250 0.017 0.483
4281823 $ 544,574.84 45.42 0.250 0.017 0.233
4282318 $ 480,066.05 80.00 0.250 0.017 0.358
4282348 $ 336,023.47 67.30 0.250 0.017 0.733
4282363 $ 344,743.96 77.98 0.250 0.017 0.483
4282477 $ 405,691.07 79.92 0.250 0.017 0.358
4282481 $ 368,712.15 90.00 13 0.250 0.017 0.233
4282531 $ 168,658.18 68.90 0.250 0.017 0.000
4282704 $ 444,153.24 70.00 0.250 0.017 0.233
4282720 $ 787,500.00 75.00 0.250 0.017 0.483
4282822 $ 362,630.68 79.99 0.250 0.017 0.483
4283007 $ 623,047.44 80.00 0.250 0.017 0.358
4283037 $ 311,150.98 80.00 0.250 0.017 0.108
4283267 $ 784,402.68 28.04 0.250 0.017 0.358
4283549 $ 118,707.32 56.57 0.250 0.017 0.233
4283611 $ 339,721.30 68.00 0.250 0.017 0.000
4283641 $ 419,688.30 41.79 0.250 0.017 0.483
4283717 $ 300,000.00 22.22 0.250 0.017 0.858
4283923 $ 372,694.25 42.63 0.250 0.017 0.000
4283978 $ 327,750.42 80.00 0.250 0.017 0.358
4284156 $ 648,470.74 78.31 0.250 0.017 0.483
4284201 $ 471,095.99 65.21 0.250 0.017 0.608
4284640 $ 965,000.00 66.55 0.250 0.017 0.000
4284784 $ 307,500.00 75.00 0.250 0.017 0.858
4284859 $ 354,444.45 50.71 0.250 0.017 0.233
4285026 $ 396,312.95 79.99 0.250 0.017 0.608
4285074 $ 514,608.12 52.82 0.250 0.017 0.358
4285308 $ 360,000.00 51.80 0.250 0.017 0.108
4285566 $ 420,000.00 65.63 0.250 0.017 0.000
4285996 $ 856,894.70 70.00 0.250 0.017 0.733
4286143 $ 127,402.97 75.00 0.250 0.017 0.358
4286198 $ 333,732.91 63.02 0.250 0.017 0.108
4286219 $ 357,839.13 70.00 0.250 0.017 0.233
4286504 $ 114,669.02 73.56 0.250 0.017 0.733
4286851 $ 614,000.00 69.38 0.250 0.017 0.000
4286896 $ 899,315.17 50.00 0.250 0.017 0.358
4287042 $ 346,166.02 80.00 0.250 0.017 0.000
4287419 $ 511,590.56 78.77 0.250 0.017 0.108
4287585 $ 259,786.88 59.09 0.250 0.017 0.000
4288003 $ 347,741.73 54.38 0.250 0.017 0.483
4288052 $ 349,713.11 89.74 01 0.250 0.017 0.000
4288386 $ 375,720.95 79.96 0.250 0.017 0.483
4288553 $ 336,000.00 80.00 0.250 0.017 0.000
4288566 $ 574,562.46 50.88 0.250 0.017 0.358
4289269 $ 450,000.00 51.72 0.250 0.017 0.000
4289366 $ 555,544.25 80.00 0.250 0.017 0.000
4289399 $ 416,466.69 79.99 0.250 0.017 0.108
4289452 $ 329,761.16 68.04 0.250 0.017 0.608
4289505 $ 320,299.94 73.57 0.250 0.017 0.233
4289552 $ 368,462.33 89.99 33 0.250 0.017 0.233
4289573 $ 338,700.00 78.58 0.250 0.017 0.358
4289883 $ 386,866.62 80.00 0.250 0.017 0.000
4289999 $ 295,000.00 66.29 0.250 0.017 0.000
4290075 $ 512,058.74 53.39 0.250 0.017 0.000
4290084 $ 296,250.00 74.06 0.250 0.017 0.483
4290121 $ 321,586.18 80.00 0.250 0.017 0.000
4290125 $ 521,293.03 80.00 0.250 0.017 0.233
4290206 $ 550,000.00 61.87 0.250 0.017 0.000
4290579 $ 163,865.57 65.60 0.250 0.017 0.000
4290673 $ 349,726.96 54.69 0.250 0.017 0.233
4290677 $ 457,668.51 41.64 0.250 0.017 0.608
4290751 $ 309,769.93 63.92 0.250 0.017 0.483
4290910 $ 351,732.15 80.00 0.250 0.017 0.358
4291461 $ 286,008.48 80.00 0.250 0.017 0.983
4291817 $ 359,719.16 50.70 0.250 0.017 0.233
4291844 $ 344,486.32 77.53 0.250 0.017 0.483
4291899 $ 328,500.00 90.00 11 0.250 0.017 0.358
4291906 $ 414,676.25 69.17 0.250 0.017 0.233
4291921 $ 332,500.00 74.05 0.250 0.017 0.000
4292099 $ 342,189.42 66.50 0.250 0.017 0.358
4292128 $ 399,531.58 80.00 0.250 0.017 0.000
4292178 $ 633,200.00 69.97 0.250 0.017 0.858
4292239 $ 519,594.35 67.10 0.250 0.017 0.233
4292259 $ 399,672.12 69.57 0.250 0.017 0.000
4292361 $ 309,764.11 72.94 0.250 0.017 0.358
4292500 $ 969,000.00 52.38 0.250 0.017 0.358
4292609 $ 382,800.00 80.00 0.250 0.017 0.108
4292754 $ 321,783.94 67.08 0.250 0.017 0.983
4292778 $ 353,174.28 80.00 0.250 0.017 0.233
4293033 $ 359,719.17 64.29 0.250 0.017 0.233
4293125 $ 292,510.04 79.97 0.250 0.017 0.000
4293138 $ 539,000.00 53.63 0.250 0.017 0.000
4293413 $ 419,664.13 71.79 0.250 0.017 0.108
4293649 $ 600,000.00 37.62 0.250 0.017 0.000
4293830 $ 498,580.77 66.62 0.250 0.017 0.000
4293889 $ 400,000.00 68.97 0.250 0.017 0.000
4293979 $ 335,750.64 80.00 0.250 0.017 0.483
4294117 $ 368,000.00 76.67 0.250 0.017 0.000
4294605 $ 412,000.00 80.00 0.250 0.017 0.233
4294812 $ 467,677.92 80.00 0.250 0.017 0.858
4294839 $ 647,500.00 54.87 0.250 0.017 0.000
4294928 $ 396,000.00 75.43 0.250 0.017 0.000
4295357 $ 903,258.99 27.31 0.250 0.017 0.000
4295546 $ 992,365.59 49.66 0.250 0.017 0.000
4295645 $ 403,700.17 74.95 0.250 0.017 0.483
4295658 $ 393,450.38 75.00 0.250 0.017 0.358
4295744 $ 359,719.16 60.00 0.250 0.017 0.233
4296253 $ 861,843.70 68.32 0.250 0.017 0.358
4296571 $ 319,155.00 53.64 0.250 0.017 0.108
4296578 $ 433,278.21 80.00 0.250 0.017 0.483
4296613 $ 89,933.20 47.37 0.250 0.017 0.483
4296715 $ 351,718.51 80.00 0.250 0.017 0.108
4296788 $ 281,785.41 64.83 0.250 0.017 0.358
4296853 $ 415,667.33 80.00 0.250 0.017 0.108
4297053 $ 435,300.00 74.41 0.250 0.017 0.233
4297570 $ 970,279.38 56.62 0.250 0.017 0.483
4297741 $ 297,567.69 70.07 0.250 0.017 0.233
4298192 $ 296,579.00 80.00 0.250 0.017 0.233
4298234 $ 299,542.04 46.15 0.250 0.017 0.358
4298289 $ 459,000.00 90.00 24 0.250 0.017 0.000
4298318 $ 544,574.84 69.87 0.250 0.017 0.233
4298419 $ 412,150.00 83.26 24 0.250 0.017 0.733
4298547 $ 350,000.00 52.63 0.250 0.017 0.358
4298573 $ 140,790.05 89.81 11 0.250 0.017 0.483
4298582 $ 384,714.27 66.96 0.250 0.017 0.483
4298616 $ 304,534.41 64.01 0.250 0.017 0.358
4298669 $ 419,342.74 58.74 0.250 0.017 0.233
4298711 $ 350,000.00 66.67 0.250 0.017 0.358
4298763 $ 367,478.86 80.00 0.250 0.017 0.733
4299013 $ 323,000.00 64.86 0.250 0.017 0.108
4299119 $ 374,721.70 57.69 0.250 0.017 0.483
4299213 $ 349,452.27 66.67 0.250 0.017 0.233
4299297 $ 560,383.80 80.00 0.250 0.017 0.483
4299306 $ 469,282.55 56.97 0.250 0.017 0.358
4299542 $ 99,915.99 31.75 0.250 0.017 0.000
4299720 $ 839,294.29 33.60 0.250 0.017 0.000
4299786 $ 322,000.00 74.02 0.250 0.017 0.233
4299838 $ 345,323.62 80.00 0.250 0.017 0.108
4299912 $ 350,000.00 29.17 0.250 0.017 0.233
4299973 $ 460,640.37 54.24 0.250 0.017 0.233
4300004 $ 650,000.00 69.97 0.250 0.017 0.233
4300128 $ 302,164.10 80.00 0.250 0.017 0.233
4300286 $ 457,660.09 46.03 0.250 0.017 0.483
4300298 $ 460,000.00 72.44 0.250 0.017 0.608
4300362 $ 420,000.00 52.50 0.250 0.017 0.000
4300433 $ 595,000.00 66.11 0.250 0.017 0.000
4300460 $ 639,974.99 70.00 0.250 0.017 0.000
4300651 $ 584,520.48 66.10 0.250 0.017 0.000
4300669 $ 599,495.92 22.86 0.250 0.017 0.000
4300755 $ 311,756.61 80.00 0.250 0.017 0.233
4300767 $ 466,053.86 80.00 0.250 0.017 0.483
4300942 $ 408,000.00 42.28 0.250 0.017 0.358
4301023 $ 299,754.09 50.42 0.250 0.017 0.000
4301025 $ 381,202.40 74.80 0.250 0.017 0.233
4301190 $ 140,895.35 45.63 0.250 0.017 0.483
4301234 $ 420,000.00 60.00 0.250 0.017 0.000
4301308 $ 395,706.11 68.28 0.250 0.017 0.483
4301322 $ 450,000.00 66.37 0.250 0.017 0.000
4301382 $ 455,000.00 68.94 0.250 0.017 0.358
4301397 $ 400,000.00 59.70 0.250 0.017 0.108
4301418 $ 456,000.00 80.00 0.250 0.017 0.000
4301469 $ 499,628.92 30.30 0.250 0.017 0.483
4301489 $ 349,713.11 70.00 0.250 0.017 0.000
4301603 $ 313,755.04 68.26 0.250 0.017 0.233
4301764 $ 294,781.06 65.41 0.250 0.017 0.483
4301787 $ 252,500.00 56.74 0.250 0.017 0.483
4301860 $ 879,278.66 44.00 0.250 0.017 0.000
4301954 $ 370,000.00 77.08 0.250 0.017 0.608
4302065 $ 381,786.79 77.98 0.250 0.017 0.000
4302163 $ 350,000.00 38.89 0.250 0.017 0.000
4302301 $ 347,250.00 75.00 GD 5YR 0.250 0.017 0.233
4302379 $ 284,777.68 66.28 0.250 0.017 0.233
4302452 $ 336,000.00 63.40 0.250 0.017 0.233
4302598 $ 414,822.00 66.97 0.250 0.017 0.000
4302610 $ 649,492.93 66.67 0.250 0.017 0.233
4302685 $ 350,000.00 77.78 0.250 0.017 0.358
4302704 $ 558,000.00 47.09 0.250 0.017 0.108
4302806 $ 320,000.00 73.56 0.250 0.017 0.233
4302914 $ 611,200.00 80.00 0.250 0.017 0.483
4302927 $ 325,000.00 59.63 0.250 0.017 0.000
4303022 $ 536,000.00 61.26 0.250 0.017 0.000
4303110 $ 316,000.00 63.84 0.250 0.017 0.108
4303150 $ 375,699.31 53.71 0.250 0.017 0.108
4303324 $ 432,000.00 80.00 0.250 0.017 0.483
4303332 $ 548,000.00 80.00 0.250 0.017 0.483
4303408 $ 369,718.46 38.07 0.250 0.017 0.358
4303445 $ 853,333.79 70.00 0.250 0.017 0.233
4303450 $ 428,000.00 80.00 0.250 0.017 0.483
4303494 $ 359,726.06 75.00 0.250 0.017 0.358
4303880 $ 364,000.00 56.61 0.250 0.017 0.358
4304076 $ 420,000.00 68.29 0.250 0.017 0.000
4304095 $ 304,767.92 79.84 0.250 0.017 0.358
4304149 $ 330,000.00 61.68 0.250 0.017 0.233
4304178 $ 321,373.01 78.44 0.250 0.017 0.733
4304251 $ 488,000.00 59.88 0.250 0.017 0.358
4304371 $ 460,000.00 76.67 0.250 0.017 0.483
4304641 $ 636,000.00 80.00 0.250 0.017 0.358
4304642 $ 104,911.78 48.17 0.250 0.017 0.000
4304682 $ 348,000.00 58.98 0.250 0.017 0.000
4304686 $ 330,000.00 51.56 0.250 0.017 0.000
4304712 $ 350,000.00 23.89 0.250 0.017 0.108
4304837 $ 435,642.61 80.00 0.250 0.017 0.000
4305049 $ 291,329.33 67.13 0.250 0.017 0.358
4305109 $ 524,600.51 70.00 0.250 0.017 0.358
4305137 $ 383,119.06 77.72 0.250 0.017 0.000
4305225 $ 477,900.00 76.46 0.250 0.017 0.608
4305358 $ 504,000.00 80.00 0.250 0.017 0.358
4305366 $ 415,675.47 71.72 0.250 0.017 0.233
4305434 $ 450,000.00 54.81 0.250 0.017 0.233
4305476 $ 315,000.00 57.38 0.250 0.017 0.483
4305672 $ 400,000.00 48.19 0.250 0.017 0.233
4305689 $ 408,688.78 64.41 0.250 0.017 0.358
4305765 $ 493,000.00 24.12 0.250 0.017 0.000
4305812 $ 368,300.00 66.96 0.250 0.017 0.000
4305895 $ 399,661.47 75.83 0.250 0.017 0.358
4305908 $ 307,765.64 80.00 0.250 0.017 0.358
4305940 $ 312,000.00 40.78 0.250 0.017 0.483
4305979 $ 439,407.59 80.00 0.250 0.017 0.983
4305995 $ 549,570.95 63.22 0.250 0.017 0.233
4305996 $ 464,290.18 50.82 0.250 0.017 0.358
4306041 $ 339,068.56 80.00 0.250 0.017 0.233
4306071 $ 290,088.61 53.80 0.250 0.017 0.733
4306076 $ 348,000.00 56.13 0.250 0.017 0.233
4306081 $ 299,257.96 80.00 0.250 0.017 0.000
4306140 $ 387,407.72 80.00 0.250 0.017 0.358
4306244 $ 316,421.00 45.20 0.250 0.017 0.000
4306258 $ 300,000.00 68.97 0.250 0.017 0.358
4306259 $ 351,718.51 80.00 0.250 0.017 0.108
4306355 $ 494,632.63 26.05 0.250 0.017 0.483
4306369 $ 899,297.91 56.25 0.250 0.017 0.233
4306590 $ 324,551.20 65.92 0.250 0.017 0.858
4306744 $ 590,000.00 80.00 0.250 0.017 0.233
4306790 $ 549,181.09 65.67 0.250 0.017 0.483
4306799 $ 550,000.00 50.00 0.250 0.017 0.000
4306823 $ 354,458.09 78.89 0.250 0.017 0.358
4306824 $ 418,000.00 44.47 0.250 0.017 0.733
4306855 $ 455,321.04 80.00 0.250 0.017 0.483
4306905 $ 344,000.00 80.00 0.250 0.017 0.358
4306947 $ 304,756.09 60.52 0.250 0.017 0.108
4306984 $ 296,795.60 56.04 0.250 0.017 0.858
4307031 $ 410,679.39 30.44 0.250 0.017 0.233
4307069 $ 323,753.46 68.21 0.250 0.017 0.358
4307145 $ 627,510.10 80.00 0.250 0.017 0.233
4307164 $ 381,216.87 74.80 0.250 0.017 0.483
4307207 $ 347,235.58 56.05 0.250 0.017 0.358
4307291 $ 437,191.21 48.61 0.250 0.017 0.733
4307349 $ 343,229.31 80.00 0.250 0.017 0.483
4307364 $ 295,548.15 80.00 0.250 0.017 0.358
4307455 $ 399,389.40 67.23 0.250 0.017 0.358
4307504 $ 400,000.00 74.35 0.250 0.017 0.483
4307520 $ 337,600.00 65.17 0.250 0.017 0.000
4307563 $ 540,000.00 76.27 0.250 0.017 0.233
4307795 $ 355,202.41 80.00 0.250 0.017 0.483
4307821 $ 625,852.72 77.41 0.250 0.017 0.233
4307891 $ 424,642.95 59.86 0.250 0.017 0.000
4307897 $ 387,130.71 79.18 0.250 0.017 0.483
4307902 $ 370,000.00 51.75 0.250 0.017 0.483
4307931 $ 598,855.19 38.02 0.250 0.017 0.233
4308147 $ 399,687.96 63.49 0.250 0.017 0.233
4308228 $ 360,000.00 75.00 0.250 0.017 0.483
4308232 $ 323,359.84 80.00 0.250 0.017 0.483
4308338 $ 359,732.83 73.02 0.250 0.017 0.483
4308537 $ 486,792.09 70.65 0.250 0.017 0.608
4308555 $ 626,500.00 76.59 0.250 0.017 0.483
4308558 $ 475,205.19 80.00 0.250 0.017 0.233
4308571 $ 305,033.66 49.27 0.250 0.017 0.358
4308574 $ 339,467.93 80.00 0.250 0.017 0.233
4308588 $ 306,742.60 80.00 0.250 0.017 0.483
4308595 $ 378,406.91 78.14 0.250 0.017 0.233
4308620 $ 519,244.89 68.42 0.250 0.017 0.608
4308652 $ 319,511.52 74.42 0.250 0.017 0.358
4308712 $ 499,291.94 69.44 0.250 0.017 0.733
4308817 $ 624,547.64 56.82 0.250 0.017 0.608
4308869 $ 293,863.78 70.74 0.250 0.017 0.358
4308902 $ 319,511.52 80.00 0.250 0.017 0.358
4308940 $ 279,832.73 95.00 01 0.250 0.017 0.483
4308954 $ 308,029.08 66.34 0.250 0.017 0.358
4309113 $ 551,136.18 80.00 0.250 0.017 0.233
4309299 $ 375,000.00 60.48 0.250 0.017 0.233
4309356 $ 306,772.00 80.00 0.250 0.017 0.233
4309360 $ 390,000.00 54.93 0.250 0.017 0.108
4309403 $ 429,656.14 39.09 0.250 0.017 0.108
4309430 $ 529,190.95 79.10 0.250 0.017 0.358
4309582 $ 354,000.00 56.15 0.250 0.017 0.358
4309677 $ 497,000.00 69.12 0.250 0.017 0.358
4309694 $ 325,000.00 48.15 0.250 0.017 0.358
4309697 $ 503,000.00 76.21 0.250 0.017 0.108
4309782 $ 489,500.00 51.80 0.250 0.017 0.233
4309791 $ 389,500.00 73.49 0.250 0.017 0.000
4309863 $ 850,000.00 47.22 0.250 0.017 0.233
4309891 $ 650,000.00 59.09 0.250 0.017 0.483
4309913 $ 725,000.00 63.04 0.250 0.017 0.483
4309929 $ 395,000.00 69.91 0.250 0.017 0.608
4309968 $ 477,617.75 59.75 0.250 0.017 0.108
4310126 $ 524,580.16 47.73 0.250 0.017 0.108
4310209 $ 599,508.18 68.18 0.250 0.017 0.000
4310259 $ 325,000.00 63.73 0.250 0.017 0.358
4310304 $ 443,662.15 80.00 0.250 0.017 0.358
4310444 $ 547,100.00 58.64 0.250 0.017 0.358
4310469 $ 437,258.63 80.00 0.250 0.017 0.233
4310566 $ 350,000.00 45.16 0.250 0.017 0.108
4310584 $ 127,023.35 75.00 0.250 0.017 0.108
4310592 $ 550,000.00 47.83 0.250 0.017 0.000
4310666 $ 419,680.41 53.16 0.250 0.017 0.358
4310816 $ 485,000.00 61.78 0.250 0.017 0.108
4310840 $ 440,000.00 62.41 0.250 0.017 0.000
4310915 $ 452,000.00 69.01 0.250 0.017 0.358
4311402 $ 340,000.00 59.65 0.250 0.017 0.358
4311414 $ 250,000.00 72.89 0.250 0.017 0.733
4311471 $ 345,000.00 70.41 0.250 0.017 0.358
4311568 $ 378,000.00 80.00 0.250 0.017 0.233
4311592 $ 314,442.72 90.00 24 0.250 0.017 0.608
4311699 $ 300,000.00 77.92 0.250 0.017 0.108
4311967 $ 826,700.00 59.86 0.250 0.017 0.358
4311980 $ 450,000.00 38.96 0.250 0.017 0.000
4312111 $ 400,000.00 53.33 0.250 0.017 0.108
4312199 $ 373,558.36 79.99 0.250 0.017 0.233
4312502 $ 888,000.00 59.40 0.250 0.017 0.358
4312546 $ 437,600.00 68.91 0.250 0.017 0.358
4312671 $ 375,000.00 75.00 0.250 0.017 0.000
4312676 $ 478,000.00 56.70 0.250 0.017 0.233
4312782 $ 500,000.00 66.67 0.250 0.017 0.233
4312853 $ 439,639.33 80.00 0.250 0.017 0.000
4312926 $ 524,590.45 77.78 0.250 0.017 0.233
4313396 $ 325,000.00 51.38 0.250 0.017 0.000
4313700 $ 605,000.00 63.68 0.250 0.017 0.108
4313880 $ 315,000.00 32.81 0.250 0.017 0.358
4314007 $ 614,500.00 65.03 0.250 0.017 0.483
4314051 $ 300,000.00 68.18 0.250 0.017 0.358
4314061 $ 375,000.00 75.00 0.250 0.017 0.108
4314070 $ 471,895.35 75.00 0.250 0.017 1.233
4314119 $ 349,491.75 56.00 0.250 0.017 0.608
4314138 $ 391,386.56 80.00 0.250 0.017 0.233
4314161 $ 358,629.64 75.00 0.250 0.017 0.000
4314186 $ 352,000.00 80.00 0.250 0.017 0.108
4314222 $ 399,404.42 50.00 0.250 0.017 0.483
4314270 $ 148,000.00 67.27 0.250 0.017 0.108
4314487 $ 335,200.00 80.00 0.250 0.017 0.108
4314609 $ 754,000.00 58.00 0.250 0.017 0.483
4315011 $ 358,000.00 74.58 0.250 0.017 0.000
4315138 $ 639,488.20 61.66 0.250 0.017 0.108
4315148 $ 481,233.54 80.00 0.250 0.017 0.358
4315564 $ 260,000.00 49.06 0.250 0.017 0.608
4315676 $ 215,000.00 53.09 0.250 0.017 0.233
4315740 $ 424,000.00 26.09 0.250 0.017 0.233
4315845 $ 387,533.12 68.64 0.250 0.017 0.858
4315847 $ 475,000.00 38.00 0.250 0.017 0.108
4315951 $ 296,000.00 62.98 0.250 0.017 0.358
4315976 $ 369,711.35 50.00 0.250 0.017 0.233
4316047 $ 356,250.00 75.00 0.250 0.017 0.000
4316251 $ 474,000.00 75.00 0.250 0.017 0.358
4316344 $ 389,000.00 72.04 0.250 0.017 0.358
4316403 $ 312,700.00 84.51 24 0.250 0.017 0.483
4316407 $ 294,000.00 60.00 0.250 0.017 0.000
4317187 $ 498,000.00 63.85 0.250 0.017 0.608
4317419 $ 304,234.87 58.26 0.250 0.017 0.358
4317423 $ 339,493.76 80.00 0.250 0.017 0.483
4317427 $ 289,058.08 79.53 0.250 0.017 0.358
4317445 $ 399,404.42 68.97 0.250 0.017 0.483
4317459 $ 383,898.29 75.69 0.250 0.017 0.233
4317465 $ 343,487.80 80.00 0.250 0.017 0.483
4317480 $ 389,404.67 78.00 0.250 0.017 0.358
4317493 $ 354,471.43 65.74 0.250 0.017 0.483
4317495 $ 489,233.21 62.82 0.250 0.017 0.233
4317500 $ 439,228.48 80.00 0.250 0.017 0.358
4317515 $ 287,592.15 80.00 0.250 0.017 0.733
4317537 $ 324,307.41 65.66 0.250 0.017 0.733
4317545 $ 379,405.33 80.00 0.250 0.017 0.233
4317555 $ 337,457.81 80.00 0.250 0.017 0.108
4317575 $ 299,553.33 49.59 0.250 0.017 0.483
4317577 $ 436,281.51 64.74 0.250 0.017 0.000
4317594 $ 319,486.68 80.00 0.250 0.017 0.108
4317627 $ 399,404.42 80.00 0.250 0.017 0.483
4317632 $ 381,402.22 79.92 0.250 0.017 0.233
4317920 $ 575,000.00 47.92 0.250 0.017 0.233
4317958 $ 650,000.00 65.99 0.250 0.017 0.233
4318013 $ 376,000.00 80.00 0.250 0.017 0.000
4318108 $ 332,000.00 46.24 0.250 0.017 0.233
4318126 $ 341,719.67 73.87 0.250 0.017 0.000
4318169 $ 449,602.97 61.64 0.250 0.017 0.000
4318227 $ 140,000.00 59.57 0.250 0.017 0.358
4318454 $ 554,250.00 75.00 0.250 0.017 0.233
4318695 $ 700,000.00 38.36 0.250 0.017 0.108
4318851 $ 562,621.56 79.99 0.250 0.017 0.358
4319092 $ 420,000.00 64.81 0.250 0.017 0.108
4319245 $ 318,500.00 77.68 0.250 0.017 0.733
4319708 $ 408,000.00 80.00 0.250 0.017 0.000
4320093 $ 307,541.39 35.20 0.250 0.017 0.483
4320108 $ 342,463.25 75.38 0.250 0.017 0.233
4320141 $ 311,274.11 71.01 0.250 0.017 0.358
4320152 $ 305,444.54 90.00 24 0.250 0.017 0.483
4320173 $ 334,501.21 74.44 0.250 0.017 0.483
4320607 $ 487,000.00 54.90 0.250 0.017 0.233
4320928 $ 470,000.00 64.21 0.250 0.017 0.000
4321418 $ 455,200.00 60.69 0.250 0.017 0.108
4321528 $ 439,014.25 80.00 0.250 0.017 0.483
4321554 $ 339,238.27 80.00 0.250 0.017 0.483
4321577 $ 374,117.05 78.13 0.250 0.017 0.233
4321644 $ 711,385.00 75.00 0.250 0.017 0.233
4321662 $ 448,886.92 69.23 0.250 0.017 0.000
4321669 $ 429,792.18 70.00 0.250 0.017 0.000
4321703 $ 349,235.20 72.16 0.250 0.017 0.608
4321719 $ 399,389.37 55.00 0.250 0.017 0.358
4321745 $ 392,999.16 72.62 0.250 0.017 0.358
4321769 $ 468,920.48 79.66 0.250 0.017 0.358
4321794 $ 412,320.96 79.42 0.250 0.017 0.000
4321893 $ 299,765.97 75.00 0.250 0.017 0.233
4321902 $ 468,443.28 79.46 0.250 0.017 0.358
4322226 $ 432,678.65 49.20 0.250 0.017 0.483
4322414 $ 422,615.61 80.00 0.250 0.017 0.858
4322642 $ 728,500.00 64.76 0.250 0.017 0.608
4323072 $ 323,950.00 74.47 0.250 0.017 0.608
4323815 $ 399,663.95 63.94 0.250 0.017 0.000
4324185 $ 376,238.95 80.00 0.250 0.017 0.483
4324186 $ 349,713.11 59.83 0.250 0.017 0.000
4324188 $ 598,515.92 52.86 0.250 0.017 0.000
4324328 $ 308,358.78 56.36 0.250 0.017 0.358
4324366 $ 331,164.30 80.00 0.250 0.017 0.483
4324399 $ 648,352.35 78.31 0.250 0.017 0.000
4324429 $ 389,703.24 72.90 0.250 0.017 0.358
4324437 $ 419,672.36 80.00 0.250 0.017 0.233
4324922 $ 398,400.00 80.00 0.250 0.017 0.108
4325326 $ 475,236.44 80.00 0.250 0.017 0.108
4325446 $ 648,931.29 65.00 0.250 0.017 0.000
4325489 $ 334,987.85 64.52 0.250 0.017 0.358
4325637 $ 360,000.00 80.00 0.250 0.017 0.858
4325903 $ 325,000.00 67.01 0.250 0.017 0.108
4326069 $ 303,580.21 80.00 0.250 0.017 0.858
4326086 $ 319,523.54 76.19 0.250 0.017 0.483
4327120 $ 328,000.00 44.93 0.250 0.017 0.000
4327229 $ 330,054.86 90.00 11 0.250 0.017 0.483
4327567 $ 294,560.75 76.62 0.250 0.017 0.483
4327593 $ 359,463.97 80.00 0.250 0.017 0.483
4327652 $ 303,524.26 80.00 0.250 0.017 0.233
4327663 $ 320,773.43 52.80 0.250 0.017 0.733
4327683 $ 295,559.27 80.00 0.250 0.017 0.483
4327717 $ 441,325.27 80.00 0.250 0.017 0.358
4327794 $ 395,090.44 80.00 0.250 0.017 0.358
4327831 $ 364,414.48 69.52 0.250 0.017 0.108
4327868 $ 309,490.30 72.94 0.250 0.017 0.000
4327906 $ 648,931.29 78.31 0.250 0.017 0.000
4327921 $ 359,739.44 65.45 0.250 0.017 0.608
4327955 $ 370,175.17 79.74 0.250 0.017 0.000
4327963 $ 414,692.00 27.95 0.250 0.017 0.483
4328047 $ 523,763.90 70.00 0.250 0.017 0.233
4328128 $ 289,779.33 74.36 0.250 0.017 0.358
4328169 $ 319,208.49 80.00 0.250 0.017 0.000
4328188 $ 499,255.52 61.73 0.250 0.017 0.483
4328221 $ 332,240.61 70.00 0.250 0.017 0.233
4328226 $ 379,002.25 61.29 0.250 0.017 0.358
4328263 $ 499,217.53 71.94 0.250 0.017 0.233
4328278 $ 373,097.40 71.24 0.250 0.017 0.108
4328294 $ 399,081.25 57.14 0.250 0.017 0.358
4328315 $ 355,469.93 80.00 0.250 0.017 0.483
4328336 $ 410,388.03 75.00 0.250 0.017 0.483
4328348 $ 311,750.49 63.67 0.250 0.017 0.108
4328355 $ 395,075.34 68.28 0.250 0.017 0.358
4328368 $ 471,387.50 70.00 0.250 0.017 0.233
4328395 $ 354,988.69 79.58 0.250 0.017 0.483
4328410 $ 990,772.52 70.00 0.250 0.017 1.108
4328425 $ 574,122.23 57.50 0.250 0.017 0.358
4328450 $ 439,328.33 80.00 0.250 0.017 0.358
4328491 $ 355,428.93 80.00 0.250 0.017 0.108
4328516 $ 387,392.81 63.61 0.250 0.017 0.233
4328533 $ 439,311.43 81.48 33 0.250 0.017 0.233
4328546 $ 306,360.82 70.00 0.250 0.017 0.233
4328552 $ 638,998.46 68.09 0.250 0.017 0.233
4328562 $ 311,762.59 76.10 0.250 0.017 0.358
4328564 $ 570,686.20 48.68 0.250 0.017 0.358
4328583 $ 479,634.75 78.30 0.250 0.017 0.358
4328596 $ 359,450.44 78.26 0.250 0.017 0.358
4328601 $ 539,175.67 56.84 0.250 0.017 0.358
4328608 $ 359,436.62 60.00 0.250 0.017 0.233
4328615 $ 304,756.09 78.21 0.250 0.017 0.108
4328616 $ 349,705.95 60.87 0.250 0.017 0.000
4328623 $ 399,703.14 77.67 0.250 0.017 0.483
4328625 $ 449,313.07 61.31 0.250 0.017 0.358
4328626 $ 372,216.55 73.47 0.250 0.017 0.358
4328629 $ 291,783.29 78.92 0.250 0.017 0.483
4328630 $ 316,758.78 72.87 0.250 0.017 0.358
4328632 $ 474,629.45 39.58 0.250 0.017 0.233
4328638 $ 359,719.16 80.00 0.250 0.017 0.233
4328820 $ 424,684.58 74.69 0.250 0.017 0.483
4328876 $ 298,278.47 70.24 0.250 0.017 0.483
4328912 $ 314,760.31 56.25 0.250 0.017 0.358
4329338 $ 350,000.00 37.84 0.250 0.017 0.000
4329374 $ 359,152.38 78.52 0.250 0.017 0.233
4329475 $ 388,938.08 60.00 0.250 0.017 0.233
4329500 $ 496,428.42 80.00 0.250 0.017 0.233
4329539 $ 499,169.79 69.64 0.250 0.017 0.000
4329575 $ 549,181.09 77.46 0.250 0.017 0.483
4329606 $ 424,334.92 72.03 0.250 0.017 0.233
4329613 $ 293,383.44 90.00 33 0.250 0.017 0.358
4329670 $ 359,436.62 80.00 0.250 0.017 0.233
4329684 $ 607,048.52 79.92 0.250 0.017 0.233
4329705 $ 339,480.97 80.00 0.250 0.017 0.358
4329734 $ 343,420.69 75.60 0.250 0.017 0.358
4329756 $ 285,164.02 80.00 0.250 0.017 0.358
4329760 $ 403,024.99 80.00 0.250 0.017 0.108
4329778 $ 399,081.25 40.00 0.250 0.017 0.358
4329784 $ 402,369.34 78.40 0.250 0.017 0.233
4329824 $ 374,413.15 48.86 0.250 0.017 0.233
4329852 $ 633,061.22 80.00 0.250 0.017 0.000
4329854 $ 299,506.75 80.00 0.250 0.017 0.000
4329857 $ 490,783.06 80.00 0.250 0.017 0.000
4329885 $ 327,486.71 80.00 0.250 0.017 0.233
4329899 $ 395,090.44 71.35 0.250 0.017 0.358
4330004 $ 404,046.43 42.63 0.250 0.017 0.233
4330034 $ 449,295.78 66.67 0.250 0.017 0.233
4330092 $ 314,276.49 73.26 0.250 0.017 0.358
4330104 $ 499,236.74 45.45 0.250 0.017 0.358
4330117 $ 347,455.40 79.09 0.250 0.017 0.233
4330124 $ 285,940.58 80.00 0.250 0.017 0.108
4330166 $ 320,971.40 73.91 0.250 0.017 0.000
4330284 $ 350,000.00 63.64 0.250 0.017 0.233
4330374 $ 302,763.64 64.74 0.250 0.017 0.233
4330414 $ 648,920.71 54.17 0.250 0.017 0.000
4330458 $ 359,719.17 55.81 0.250 0.017 0.233
4331015 $ 327,303.06 68.04 0.250 0.017 0.108
4331018 $ 539,175.67 80.00 0.250 0.017 0.358
4331025 $ 325,065.27 80.00 0.250 0.017 0.483
4331029 $ 295,525.17 80.00 0.250 0.017 0.108
4331046 $ 602,542.35 80.00 0.250 0.017 0.108
4331053 $ 386,893.59 72.29 0.250 0.017 0.233
4331059 $ 327,473.84 89.86 06 0.250 0.017 0.108
4331065 $ 568,087.26 65.78 0.250 0.017 0.108
4331072 $ 355,715.31 78.76 0.250 0.017 0.108
4331074 $ 323,492.95 80.00 0.250 0.017 0.233
4331082 $ 459,124.79 78.63 0.250 0.017 0.000
4331090 $ 446,945.20 74.05 0.250 0.017 0.233
4331095 $ 299,257.96 76.92 0.250 0.017 0.000
4331102 $ 334,230.54 76.14 0.250 0.017 0.358
4331103 $ 531,303.20 78.04 0.250 0.017 0.000
4331109 $ 442,505.66 63.36 0.250 0.017 0.233
4331114 $ 301,271.18 78.24 0.250 0.017 0.108
4331115 $ 648,507.06 44.07 0.250 0.017 0.358
4331162 $ 610,476.25 72.41 0.250 0.017 0.000
4331165 $ 367,409.67 80.00 0.250 0.017 0.108
4331173 $ 379,359.67 80.00 0.250 0.017 0.000
4331425 $ 545,000.00 54.50 0.250 0.017 0.108
4332596 $ 325,000.00 40.63 0.250 0.017 0.000
4332686 $ 392,000.00 49.00 0.250 0.017 0.483
4333730 $ 400,000.00 40.00 0.250 0.017 0.108
4334227 $ 444,000.00 80.00 0.250 0.017 0.108
4334336 $ 422,400.00 80.00 0.250 0.017 0.108
4334600 $ 458,271.58 74.92 0.250 0.017 0.483
4335092 $ 478,504.14 80.00 0.250 0.017 0.608
4335408 $ 335,724.58 80.00 0.250 0.017 0.000
4335922 $ 365,629.57 89.34 06 0.250 0.017 1.483
4336246 $ 450,000.00 52.94 0.250 0.017 0.108
4336472 $ 489,722.79 80.00 0.250 0.017 0.858
4336474 $ 309,114.44 67.38 0.250 0.017 0.000
4336481 $ 399,342.33 67.80 0.250 0.017 0.000
4336498 $ 378,039.27 61.24 0.250 0.017 0.000
4336501 $ 447,804.99 64.23 0.250 0.017 0.000
4336505 $ 378,676.35 80.00 0.250 0.017 0.858
4336523 $ 342,910.56 79.93 0.250 0.017 0.358
4336552 $ 497,862.48 60.39 0.250 0.017 0.483
4336565 $ 343,190.06 80.00 0.250 0.017 0.233
4336568 $ 299,293.66 63.46 0.250 0.017 0.233
4336591 $ 504,866.35 76.32 0.250 0.017 0.483
4336614 $ 283,409.80 80.00 0.250 0.017 0.858
4336618 $ 628,063.46 79.92 0.250 0.017 0.483
4336650 $ 510,427.20 80.00 0.250 0.017 0.358
4336803 $ 398,590.61 80.00 0.250 0.017 0.358
4336883 $ 376,348.08 80.00 0.250 0.017 0.483
4336900 $ 309,421.71 89.35 12 0.250 0.017 0.983
4337386 $ 366,078.12 79.13 0.250 0.017 0.483
4337609 $ 139,000.00 46.49 0.250 0.017 0.108
4338099 $ 518,280.04 80.00 0.250 0.017 0.000
4338124 $ 297,234.42 66.67 0.250 0.017 0.483
4338282 $ 475,000.00 55.88 0.250 0.017 0.233
4338799 $ 499,177.91 72.15 0.250 0.017 0.000
4338936 $ 320,272.53 79.96 0.250 0.017 0
4338977 $ 567,154.29 80.00 0.250 0.017 0.483
4341358 $ 310,757.39 89.88 01 0.250 0.017 0.233
4341403 $ 494,316.46 75.57 0.250 0.017 0.858
4341781 $ 410,734.40 80.00 0.250 0.017 0.358
4342301 $ 299,777.36 75.95 0.250 0.017 0.483
4342558 $ 348,500.00 41.00 0.250 0.017 0.000
4342711 $ 310,000.00 49.21 0.250 0.017 0.000
4343290 $ 463,664.16 80.00 0.250 0.017 0.608
4343530 $ 463,200.00 80.00 0.250 0.017 0.000
4343890 $ 303,000.00 75.00 0.250 0.017 0.000
4345363 $ 363,738.89 40.55 0.250 0.017 0.108
4347520 $ 303,558.55 95.00 12 0.250 0.017 0.608
4347674 $ 441,841.17 76.96 0.250 0.017 0.483
4350704 $ 648,982.80 72.69 0.250 0.017 0.233
4352575 $ 379,305.38 95.00 13 0.250 0.017 0.608
4355172 $ 287,571.18 80.00 0.250 0.017 0.483
4362534 $ 290,000.00 72.50 0.250 0.017 0.233
4367328 $ 650,000.00 59.09 0.250 0.017 0.108
4368280 $ 480,000.00 56.47 0.250 0.017 0.000
4371883 $ 322,000.00 54.30 0.250 0.017 0.000
4372342 $ 420,000.00 38.18 0.250 0.017 0.108
5064962 $ 345,743.21 76.21 0.250 0.017 0.483
5146245 $ 419,103.22 55.92 0.250 0.017 0.483
5159464 $ 619,735.46 80.00 0.250 0.017 0.483
5707609 $ 422,574.22 80.00 0.250 0.017 0.483
5715050 $ 383,301.10 80.00 0.250 0.017 0.483
5717979 $ 470,837.05 90.00 33 0.250 0.017 0.483
5731348 $ 345,928.42 63.64 0.250 0.017 0.483
5738352 $ 345,828.54 58.14 0.250 0.017 0.358
5739250 $ 276,241.66 80.00 0.250 0.017 0.483
5753382 $ 308,984.83 80.00 0.250 0.017 0.483
5757024 $ 486,445.56 90.00 33 0.250 0.017 0.483
5808502 $ 446,209.35 50.28 0.250 0.017 0.483
5814962 $ 379,241.62 79.99 0.250 0.017 0.483
5824977 $ 793,696.71 70.64 0.250 0.017 0.483
5826940 $ 314,680.09 80.00 0.250 0.017 0.483
5838093 $ 307,518.01 63.51 0.250 0.017 0.233
5838554 $ 452,595.03 80.00 0.250 0.017 0.483
5839963 $ 287,105.28 74.29 0.250 0.017 0.483
5849318 $ 729,631.62 77.37 0.250 0.017 0.483
5856913 $ 273,583.40 80.00 0.250 0.017 0.483
5866090 $ 400,000.00 80.00 0.250 0.017 0.233
5868195 $ 313,905.47 80.00 0.250 0.017 0.483
5881583 $ 377,868.00 80.00 0.250 0.017 0.358
5885676 $ 326,676.83 80.00 0.250 0.017 0.233
5885726 $ 349,733.67 41.82 0.250 0.017 0.358
5903594 $ 539,578.74 30.00 0.250 0.017 0.233
5904286 $ 612,509.79 49.04 0.250 0.017 0.108
5912444 $ 429,556.21 79.97 0.250 0.017 0.108
5917380 $ 472,845.52 73.08 0.250 0.017 0.483
5943441 $ 350,000.00 79.91 0.250 0.017 0.000
5947893 $ 320,509.00 61.64 0.250 0.017 0.108
5952034 $ 484,000.00 80.00 0.250 0.017 0.858
5956638 $ 550,000.00 44.43 0.250 0.017 0.000
5962376 $ 418,832.41 80.00 0.250 0.017 0.858
5986269 $ 326,967.19 80.00 0.250 0.017 0.233
5986999 $ 468,277.38 56.97 0.250 0.017 0.608
5987399 $ 558,410.09 80.00 0.250 0.017 0.358
5991400 $ 424,668.46 65.38 0.250 0.017 0.233
5996668 $ 371,835.70 80.00 0.250 0.017 0.608
5999110 $ 288,674.63 41.87 0.250 0.017 0.233
5999322 $ 323,975.00 51.84 0.250 0.017 0.233
6007183 $ 399,189.44 49.38 0.250 0.017 0.983
6007314 $ 608,527.89 76.25 0.250 0.017 0.108
6007927 $ 209,654.72 75.00 0.250 0.017 0.000
6008422 $ 327,920.00 80.00 0.250 0.017 0.108
6009672 $ 219,696.21 68.75 0.250 0.017 0.858
6009968 $ 499,628.92 80.00 0.250 0.017 0.483
6010323 $ 342,316.76 80.00 0.250 0.017 0.483
6010737 $ 380,000.00 69.34 0.250 0.017 0.233
6011980 $ 305,749.17 55.64 0.250 0.017 0.000
6012325 $ 748,766.87 44.78 0.250 0.017 0.000
6014183 $ 399,125.97 93.02 01 0.250 0.017 0.608
6015561 $ 480,750.00 62.84 0.250 0.017 0.000
6018470 $ 352,037.28 75.00 0.250 0.017 1.108
6018768 $ 299,765.97 45.45 0.250 0.017 0.233
6020526 $ 415,500.00 58.52 0.250 0.017 0.233
6021965 $ 518,919.36 68.42 0.250 0.017 0.858
6024423 $ 294,270.30 72.13 0.250 0.017 0.000
6025748 $ 302,812.34 79.99 0.250 0.017 0.608
6026304 $ 323,747.24 80.00 0.250 0.017 0.233
6026492 $ 568,000.00 80.00 0.250 0.017 0.358
6027621 $ 499,600.15 71.43 0.250 0.017 0.108
6027857 $ 294,281.02 76.62 0.250 0.017 0.483
6027917 $ 430,139.16 81.51 06 0.250 0.017 0.000
6030308 $ 499,628.92 69.45 0.250 0.017 0.483
6031406 $ 367,165.55 80.00 0.250 0.017 1.858
6032116 $ 778,252.48 65.00 0.250 0.017 0.483
6033419 $ 559,594.69 79.43 0.250 0.017 0.608
6034540 $ 359,193.47 55.38 0.250 0.017 0.483
6034619 $ 499,619.54 59.88 0.250 0.017 0.358
6034958 $ 299,777.35 50.21 0.250 0.017 0.483
6035248 $ 326,059.35 72.67 0.250 0.017 0.358
6035474 $ 355,957.97 75.00 0.250 0.017 0.000
6036038 $ 315,000.00 90.00 11 0.250 0.017 0.108
6036620 $ 434,000.00 80.00 0.250 0.017 0.483
6036672 $ 798,838.28 19.98 0.250 0.017 0.608
6037573 $ 161,733.63 75.00 0.250 0.017 0.000
6038679 $ 391,678.68 80.00 0.250 0.017 0.000
6038693 $ 348,991.56 92.11 06 0.250 0.017 0.733
6038958 $ 524,580.16 61.05 0.250 0.017 0.108
6039133 $ 375,000.00 59.71 0.250 0.017 0.000
6039645 $ 431,679.39 80.00 0.250 0.017 0.483
6039684 $ 599,565.73 61.54 0.250 0.017 0.608
6040155 $ 426,095.72 43.99 0.250 0.017 0.733
6041627 $ 526,016.10 80.00 0.250 0.017 0.483
6041830 $ 449,631.13 64.47 0.250 0.017 0.000
8024198 $ 404,381.77 77.14 0.250 0.017 0.358
8101095 $ 275,353.97 80.00 0.250 0.017 0.483
8117066 $ 379,703.56 66.09 0.250 0.017 0.233
8126772 $ 549,139.30 68.75 0.250 0.017 0.233
8131397 $ 386,748.05 78.54 0.250 0.017 0.733
8133638 $ 388,626.07 80.00 0.250 0.017 0.483
8138401 $ 314,570.27 80.00 0.250 0.017 0.483
8144468 $ 293,321.88 58.69 0.250 0.017 0.483
8162127 $ 988,373.64 68.22 0.250 0.017 0.483
8171370 $ 275,724.59 80.00 0.250 0.017 0.483
8179613 $ 458,916.96 76.35 0.250 0.017 0.233
8199704 $ 377,453.68 77.46 0.250 0.017 0.483
8252139 $ 374,153.46 55.15 0.250 0.017 0.733
8270390 $ 406,826.72 90.00 13 0.250 0.017 0.483
8277628 $ 991,381.28 73.18 0.250 0.017 0.483
8289102 $ 535,612.06 80.00 0.250 0.017 0.608
8311217 $ 598,515.92 69.77 0.250 0.017 0.000
8333644 $ 856,200.32 75.00 0.250 0.017 0.483
8336475 $ 359,063.40 79.98 0.250 0.017 0.358
8344174 $ 297,551.16 80.00 0.250 0.017 0.483
8358435 $ 304,522.70 74.81 0.250 0.017 0.233
8363471 $ 639,924.73 80.00 0.250 0.017 0.483
8364579 $ 336,997.49 90.00 01 0.250 0.017 0.483
8369359 $ 342,662.92 80.00 0.250 0.017 0.233
8374701 $ 406,478.55 79.99 0.250 0.017 0.358
8375871 $ 399,404.42 72.73 0.250 0.017 0.483
8381895 $ 309,526.79 54.10 0.250 0.017 0.358
8383905 $ 351,501.52 80.00 0.250 0.017 0.733
8385194 $ 359,422.51 78.31 0.250 0.017 0.108
8401746 $ 386,094.84 79.98 0.250 0.017 0.233
8407357 $ 700,275.91 75.00 0.250 0.017 0.483
8407705 $ 322,760.29 76.54 0.250 0.017 0.483
8408719 $ 347,219.16 80.00 0.250 0.017 0.358
8413190 $ 369,406.48 80.00 0.250 0.017 0.108
8414423 $ 347,308.04 77.69 0.250 0.017 0.483
8417967 $ 784,902.30 75.00 0.250 0.017 0.358
8420528 $ 374,427.56 74.63 0.250 0.017 0.358
8430265 $ 424,301.22 69.67 0.250 0.017 0.000
8435353 $ 438,839.99 80.00 0.250 0.017 0.000
8441351 $ 798,716.70 58.82 0.250 0.017 0.108
8452004 $ 335,594.45 80.00 0.250 0.017 0.358
8454007 $ 297,489.40 80.00 0.250 0.017 0.483
8454293 $ 366,528.53 79.97 0.250 0.017 0.608
8486513 $ 290,816.35 87.46 01 0.250 0.017 0.483
8497925 $ 322,845.62 80.00 0.250 0.017 0.108
8518648 $ 314,810.27 79.99 0.250 0.017 0.358
8523343 $ 531,177.91 80.00 0.250 0.017 0.358
8539286 $ 317,127.11 95.00 33 0.250 0.017 0.483
8544570 $ 465,892.80 76.91 0.250 0.017 0.000
8546636 $ 286,758.88 70.00 0.250 0.017 0.000
8587765 $ 278,552.46 79.94 0.250 0.017 0.108
8606701 $ 340,616.19 68.13 0.250 0.017 0.108
8631881 $ 355,442.89 80.00 0.250 0.017 0.233
8635560 $ 997,645.55 74.07 0.250 0.017 0.233
8638709 $ 391,355.48 80.00 0.250 0.017 0.000
8648848 $ 345,695.17 79.96 0.250 0.017 0.233
8650753 $ 375,340.31 70.00 0.250 0.017 0.483
8655411 $ 404,069.80 67.50 0.250 0.017 0.358
8659378 $ 307,241.87 80.00 0.250 0.017 0.483
8666787 $ 331,493.20 80.00 0.250 0.017 0.358
8670462 $ 693,033.17 80.00 0.250 0.017 0.733
8671293 $ 295,625.02 24.68 0.250 0.017 0.108
8671453 $ 359,109.56 80.00 0.250 0.017 0.000
8674283 $ 748,796.91 53.57 0.250 0.017 0.108
8675706 $ 349,452.27 15.22 0.250 0.017 0.233
8676951 $ 763,060.84 77.66 0.250 0.017 0.000
8680552 $ 319,499.24 80.00 0.250 0.017 0.233
8681619 $ 315,254.78 80.00 0.250 0.017 0.358
8684769 $ 616,189.20 80.00 0.250 0.017 0.233
8686993 $ 302,304.05 79.95 0.250 0.017 0.358
8688034 $ 359,450.46 80.00 0.250 0.017 0.358
8693435 $ 948,584.52 63.33 0.250 0.017 0.483
8699416 $ 351,751.56 80.00 0.250 0.017 0.733
8700336 $ 402,569.04 80.00 0.250 0.017 0.233
8703646 $ 603,290.60 70.00 0.250 0.017 0.358
8708352 $ 423,001.71 80.00 0.250 0.017 0.233
8714535 $ 606,702.28 75.00 0.250 0.017 0.000
8714653 $ 417,139.71 80.00 0.250 0.017 0.358
8715091 $ 746,270.98 65.00 0.250 0.017 0.000
8719745 $ 393,342.91 32.80 0.250 0.017 0.233
8727196 $ 349,134.29 64.22 0.250 0.017 0.000
8727438 $ 997,868.93 35.71 0.250 0.017 0.733
8739979 $ 498,822.78 60.61 0.250 0.017 0.233
8743600 $ 335,231.70 69.90 0.250 0.017 0.108
8748117 $ 439,673.46 80.00 0.250 0.017 0.483
8749641 $ 374,427.56 67.93 0.250 0.017 0.358
8749753 $ 316,600.96 80.00 0.250 0.017 0.358
8750464 $ 312,530.50 80.00 0.250 0.017 0.608
8752459 $ 357,282.06 80.00 0.250 0.017 0.233
8752579 $ 435,068.10 79.99 0.250 0.017 0.233
8753892 $ 303,319.85 90.00 06 0.250 0.017 0.733
8756436 $ 486,256.58 79.84 0.250 0.017 0.358
8758804 $ 317,672.00 80.00 0.250 0.017 0.233
8761484 $ 298,826.23 95.00 01 0.250 0.017 0.733
8761552 $ 393,707.59 80.00 0.250 0.017 0.483
8762950 $ 340,783.95 95.00 01 0.250 0.017 0.233
8767538 $ 471,279.48 80.00 0.250 0.017 0.358
8767821 $ 627,034.69 80.00 0.250 0.017 0.483
8767991 $ 309,270.12 58.49 0.250 0.017 0.233
8773059 $ 388,705.15 80.00 0.250 0.017 0.358
8773385 $ 997,814.86 61.28 0.250 0.017 0.608
8773470 $ 499,177.93 33.33 0.250 0.017 0.000
8774403 $ 387,719.18 80.00 0.250 0.017 0.608
8778309 $ 395,910.58 89.19 24 0.250 0.017 0.483
8778985 $ 349,438.57 57.38 0.250 0.017 0.108
8781147 $ 315,541.12 80.00 0.250 0.017 0.608
8781345 $ 568,900.79 77.03 0.250 0.017 0.233
8789512 $ 419,059.04 80.00 0.250 0.017 0.483
8789865 $ 403,351.94 80.00 0.250 0.017 0.108
8796759 $ 434,230.30 69.05 0.250 0.017 0.000
8797405 $ 648,931.29 49.06 0.250 0.017 0.000
8797708 $ 467,303.19 80.00 0.250 0.017 0.483
8798157 $ 300,924.30 80.00 0.250 0.017 0.483
8798770 $ 479,625.55 55.81 0.250 0.017 0.233
8800378 $ 295,780.33 80.00 0.250 0.017 0.483
8800531 $ 286,572.67 79.97 0.250 0.017 0.483
8800798 $ 489,132.60 70.00 0.250 0.017 0.233
8800834 $ 334,738.67 62.27 0.250 0.017 0.233
8800896 $ 544,503.30 70.00 0.250 0.017 0.000
8801934 $ 415,364.97 79.24 0.250 0.017 0.358
8806190 $ 547,163.47 78.51 0.250 0.017 0.358
8806519 $ 399,695.63 55.79 0.250 0.017 0.358
8808063 $ 414,891.86 80.00 0.250 0.017 0.483
8809489 $ 449,313.06 75.00 0.250 0.017 0.358
8812469 $ 963,309.74 68.86 0.250 0.017 0.000
8812631 $ 298,460.03 52.92 0.250 0.017 0.483
8813890 $ 698,957.75 60.87 0.250 0.017 0.483
8813954 $ 303,744.61 80.00 0.250 0.017 0.000
8814250 $ 311,535.45 80.00 0.250 0.017 0.483
8816145 $ 316,503.92 48.03 0.250 0.017 0.233
8816493 $ 629,038.30 70.00 0.250 0.017 0.358
8817380 $ 352,474.40 72.04 0.250 0.017 0.483
8820590 $ 299,765.97 80.00 0.250 0.017 0.233
8822142 $ 349,733.68 66.04 0.250 0.017 0.358
8822499 $ 539,254.32 80.00 0.250 0.017 0.858
8822666 $ 411,371.08 80.00 0.250 0.017 0.358
8823263 $ 285,973.57 80.00 0.250 0.017 0.483
8823637 $ 413,398.81 79.92 0.250 0.017 0.608
8823985 $ 354,191.05 61.78 0.250 0.017 0.233
8824860 $ 324,506.65 80.00 0.250 0.017 0.233
8827098 $ 398,605.63 80.00 0.250 0.017 0.483
8827398 $ 291,143.67 80.00 0.250 0.017 0.233
8827571 $ 444,635.23 59.73 0.250 0.017 0.000
8827733 $ 430,663.78 79.96 0.250 0.017 0.233
8827956 $ 310,763.35 71.49 0.250 0.017 0.358
8829330 $ 393,383.44 80.00 0.250 0.017 0.233
8829743 $ 455,568.03 80.00 0.250 0.017 0.108
8830279 $ 542,055.31 70.00 0.250 0.017 0.000
8831256 $ 371,631.84 70.90 0.250 0.017 0.358
8831462 $ 356,507.53 80.00 0.250 0.017 0.000
8831485 $ 391,071.18 79.07 0.250 0.017 0.000
8832754 $ 323,480.26 80.00 0.250 0.017 0.108
8832949 $ 371,648.57 72.43 0.250 0.017 0.483
8833173 $ 359,752.25 90.00 13 0.250 0.017 0.858
8835919 $ 427,478.35 80.00 0.250 0.017 0.608
8835972 $ 283,067.24 75.00 0.250 0.017 0.358
8836036 $ 578,024.35 69.34 0.250 0.017 0.000
8836073 $ 351,435.35 80.00 0.250 0.017 0.108
8837311 $ 489,288.45 70.00 0.250 0.017 0.608
8837333 $ 504,229.11 77.69 0.250 0.017 0.358
8838485 $ 361,474.33 77.02 0.250 0.017 0.608
8839162 $ 383,707.81 75.00 0.250 0.017 0.358
8839325 $ 316,270.92 73.60 0.250 0.017 0.608
8839510 $ 499,079.68 76.92 0.250 0.017 0.358
8841399 $ 387,669.72 80.00 0.250 0.017 0.108
8841685 $ 369,007.13 80.00 0.250 0.017 0.108
8842872 $ 695,943.02 70.00 0.250 0.017 0.108
8846494 $ 470,534.92 69.93 0.250 0.017 0.358
8846822 $ 449,621.95 56.96 0.250 0.017 0.000
8847539 $ 487,138.21 63.48 0.250 0.017 0.483
8848993 $ 428,465.50 80.00 0.250 0.017 0.233
8849758 $ 449,313.06 69.23 0.250 0.017 0.358
8849842 $ 349,339.21 66.41 0.250 0.017 0.233
8850173 $ 499,619.54 50.00 0.250 0.017 0.358
8850438 $ 276,089.20 72.76 0.250 0.017 0.733
8850563 $ 490,414.19 75.00 0.250 0.017 0.000
8852173 $ 386,605.60 50.58 0.250 0.017 0.358
8852460 $ 297,944.50 80.00 0.250 0.017 0.358
8853381 $ 349,705.96 70.00 0.250 0.017 0.000
8855121 $ 549,508.16 50.00 0.250 0.017 0.000
8856393 $ 334,732.10 79.48 0.250 0.017 0.108
8857570 $ 419,680.41 80.00 0.250 0.017 0.358
8857629 $ 379,717.98 47.50 0.250 0.017 0.483
8857844 $ 351,725.41 80.00 0.250 0.017 0.233
8858363 $ 312,004.43 94.73 12 0.250 0.017 0.608
8858583 $ 439,294.19 80.00 0.250 0.017 0.108
8858602 $ 328,493.76 93.94 06 0.250 0.017 0.483
8859946 $ 300,363.20 80.00 0.250 0.017 0.608
8860994 $ 310,060.29 90.00 33 0.250 0.017 0.733
8861878 $ 319,737.70 53.33 0.250 0.017 0.000
8861962 $ 336,989.72 80.00 0.250 0.017 0.483
8862264 $ 399,687.96 65.04 0.250 0.017 0.233
8862350 $ 559,573.89 80.00 0.250 0.017 0.358
8862519 $ 335,737.89 80.00 0.250 0.017 0.233
8863079 $ 337,755.37 79.53 0.250 0.017 0.608
8863380 $ 461,648.45 72.19 0.250 0.017 0.358
8863603 $ 398,846.28 79.99 0.250 0.017 0.358
8864468 $ 499,628.93 79.74 0.250 0.017 0.483
8865764 $ 649,492.93 74.80 0.250 0.017 0.233
8866613 $ 644,937.87 67.29 0.250 0.017 0.000
8869421 $ 432,288.07 72.17 0.250 0.017 0.000
8871219 $ 299,506.75 58.71 0.250 0.017 0.000
8873951 $ 367,213.31 59.76 0.250 0.017 0.233
8874352 $ 329,964.43 80.00 0.250 0.017 0.108
8874472 $ 351,193.28 80.00 0.250 0.017 0.608
8876397 $ 415,310.14 80.00 0.250 0.017 0.000
8878437 $ 524,600.52 62.50 0.250 0.017 0.358
8883892 $ 390,694.33 70.00 0.250 0.017 0.233
8884194 $ 291,766.49 74.87 0.250 0.017 0.108
8888468 $ 318,151.62 80.00 0.250 0.017 0.233
8889728 $ 467,643.89 80.00 0.250 0.017 0.358
8889742 $ 499,569.51 29.41 0.250 0.017 0.000
8893286 $ 295,774.77 80.00 0.250 0.017 0.358
8897765 $ 534,592.91 64.85 0.250 0.017 0.358
8898549 $ 399,687.96 80.00 0.250 0.017 0.233
8898559 $ 349,720.12 44.32 0.250 0.017 0.108
8899523 $ 498,000.00 50.56 0.250 0.017 0.358
8926969 $ 554,556.17 69.38 0.250 0.017 0.108
8932525 $ 339,707.27 50.22 0.250 0.017 0.000
9012369 $ 296,235.62 78.42 0.250 0.017 0.608
9222428 $ 386,993.43 80.00 0.250 0.017 0.233
9225371 $ 448,291.67 59.99 0.250 0.017 0.733
9230761 $ 536,363.64 79.56 0.250 0.017 1.608
9267426 $ 991,261.36 34.31 0.250 0.017 0.483
9270659 $ 589,514.71 80.00 0.250 0.017 0.108
9271005 $ 579,178.64 80.00 0.250 0.017 0.733
9271074 $ 449,346.53 69.23 0.250 0.017 0.608
9271187 $ 429,359.75 61.43 0.250 0.017 0.483
9271278 $ 342,576.25 67.27 0.250 0.017 0.358
9271793 $ 988,632.90 60.00 0.250 0.017 0.858
9284165 $ 879,586.77 57.77 0.250 0.017 0.108
9284247 $ 631,035.24 80.00 0.250 0.017 0.358
9286120 $ 328,760.05 62.86 0.250 0.017 0.483
9288881 $ 399,388.78 66.67 0.250 0.017 0.358
9288914 $ 359,450.46 80.00 0.250 0.017 0.358
9288968 $ 521,561.46 66.92 0.250 0.017 0.000
9289493 $ 391,686.52 70.00 0.250 0.017 0.108
9290046 $ 490,894.44 75.00 0.250 0.017 0.608
9292246 $ 291,522.41 75.00 0.250 0.017 0.233
9292797 $ 319,768.39 80.00 0.250 0.017 0.608
9292986 $ 398,331.38 70.00 0.250 0.017 0.000
9293274 $ 381,402.20 66.43 0.250 0.017 0.233
9293875 $ 335,493.75 79.06 0.250 0.017 1.233
9294202 $ 337,500.00 75.00 0.250 0.017 0.483
9294560 $ 384,440.91 68.75 0.250 0.017 0.608
9294593 $ 392,966.06 80.00 0.250 0.017 0.483
9296307 $ 319,499.22 65.98 0.250 0.017 0.233
9300541 $ 383,313.96 79.98 0.250 0.017 0.358
9305689 $ 335,202.46 77.24 0.250 0.017 0.858
9307120 $ 399,961.56 74.91 0.250 0.017 0.358
9326375 $ 416,000.00 79.85 0.250 0.017 0.000
9326491 $ 599,520.18 54.55 0.250 0.017 0.108
9327659 $ 434,652.13 75.00 0.250 0.017 0.108
9328228 $ 799,375.92 61.54 0.250 0.017 0.233
9328893 $ 301,646.37 79.99 0.250 0.017 0.000
9331023 $ 440,000.00 80.00 0.250 0.017 0.000
9331576 $ 420,000.00 70.00 0.250 0.017 0.108
9334504 $ 412,000.00 80.00 0.250 0.017 0.108
$ 496,243,988.21
COUNT: 1164
WAC: 7.3212243097
WAM: 358.0658624
WALTVV: 68.41056013
EXHIBIT F-2
[Schedule of Type 2 Mortgage Loans]
WFMBS
WFMBS 2001-24 EXHIBIT F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
-------- ------------- ----- ----- -------- -------- -------- ------- -------- ---------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- ------------- ----- ----- -------- -------- -------- ------- -------- ---------
7957504 XXXXXXX XX 00000 LCO 8.250 6.750 $ 2,404.05 360 1-Nov-29\
EXHIBIT F-2
[Schedule of Type 2 Mortgage Loans]
WFMBS
WFMBS 2001-24 EXHIBIT F-2 (Continued)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- ------------------ ----- ------- --------- ------- ------- --------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- ------------------ ----- ------- --------- ------- ------- --------
7957504 $ 314,934.23 80.00 0.250 0.017 1.233
$ 314,934.23
COUNT: 1
WAC: 8.25
WAM: 337
WALTVV: 80
EXHIBIT F-3
[Schedule of Other Servicer Mortgage Loans]
WFMBS
WFMBS 2001-24 EXHIBIT F-3
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
-------- ------------- ----- ----- -------- -------- -------- ------- -------- ---------
4291808 XXXXX XX 00000 SFD 7.500 6.750 $ 3,146.47
4297219 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86
6028908 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,256.78
4301425 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,387.62
4301508 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,210.16
4301521 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,339.86
4304619 XXXXX XX 00000 SFD 7.500 6.750 $ 2,409.49
4304658 XXX XXXX XX 00000 SFD 7.750 6.750 $ 2,464.46
4304681 XX XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,237.49
4305315 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,499.48
4311122 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,194.16
4311149 XXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,831.17
4311202 XXXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,363.74
4311253 XXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,237.79
4311286 XXX XXXX XX 00000 SFD 6.750 6.483 $ 2,270.09
4311311 XX XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,259.89
4311405 XXXXXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,258.00
4311778 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,387.62
4314483 XXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,286.31
4314533 SAN RAFAEL CA 94903 SFD 7.500 6.750 $ 3,265.33
4326545 LAGUNA HILLS CA 92653 SFD 7.250 6.750 $ 4,093.06
4326574 WALNUT CA 91789 SFD 7.375 6.750 $ 2,659.10
4327302 SAN RAFAEL CA 94901 SFD 7.250 6.750 $ 2,865.14
4327364 SAN CLEMENTE CA 92673 SFD 7.250 6.750 $ 2,051.93
5006160 CAPE MAY NJ 08204 SFD 7.125 6.750 $ 1,731.46
6018748 BEAUMONT TX 77706 SFD 7.250 6.750 $ 2,059.08
4242726 TROY MI 48084 SFD 7.500 6.750 $ 2,359.85
4292735 GRASS VALLEY CA 95945 SFD 7.875 6.750 $ 2,464.51
4295833 EDGEWATER MD 21037 SFD 7.250 6.750 $ 2,319.40
4296890 RHINEBECK NY 12572 SFD 7.625 6.750 $ 4,586.50
4323691 OMAHA NE 68124 SFD 7.625 6.750 $ 7,077.94
4323711 WINFIELD IL 60190 SFD 7.500 6.750 $ 2,359.85
4323733 BROOKFIELD WI 53045 SFD 7.500 6.750 $ 2,796.86
4323766 HERNDON VA 20170 SFD 7.250 6.750 $ 2,799.65
4323791 EAST CHINA MI 48054 SFD 7.625 6.750 $ 2,477.28
4323811 MONTVILLE NJ 07082 SFD 8.000 6.750 $ 2,283.85
4323832 LEMONT IL 60439 SFD 8.250 6.750 $ 2,824.77
4323892 SAINT LOUIS MO 63131 SFD 8.250 6.750 $ 5,538.43
4323910 CARLSBAD CA 92009 SFD 7.375 6.750 $ 3,280.71
4323919 MARCO ISLAND FL 34145 SFD 7.500 6.750 $ 3,170.94
4323943 EAST HADDAM CT 06423 SFD 7.375 6.750 $ 3,315.24
4323953 FAIRFAX STATI VA 22039 SFD 7.625 6.750 $ 3,661.06
4324006 MANASSAS VA 20112 SFD 7.625 6.750 $ 2,434.81
4324024 SEATTLE WA 98199 SFD 7.375 6.750 $ 2,807.60
4324027 CARLSBAD CA 92009 PUD 8.250 6.750 $ 3,005.07
4324081 STAMFORD CT 06905 SFD 7.375 6.750 $ 2,279.23
4324090 REDMOND WA 98052 SFD 7.500 6.750 $ 2,420.69
4324101 MADISON WI 53705 SFD 7.375 6.750 $ 3,154.66
4324108 BOTHELL WA 98012 SFD 7.250 6.750 $ 2,332.71
4324153 BURR RIDGE IL 60521 SFD 8.250 6.750 $ 2,997.55
4324167 EDMONDS WA 98026 SFD 7.625 6.750 $ 2,661.31
4325276 MAUMELLE AR 72113 PUD 7.375 6.750 $ 3,268.50
4271249 NORTH MIAMI B FL 33179 SFD 7.625 6.750 $ 2,698.82
4280461 VILLAGE OF WO MI 48390 SFD 7.625 6.750 $ 2,441.89
6038043 MARBLEHEAD MA 01945 SFD 7.875 6.750 $ 4,350.42
6028552 BURBANK CA 91504 SFD 7.125 6.750 $ 2,020.48
EXHIBIT F-3
[Schedule of Other Servicer Mortgage Loans]
WFMBS
WFMBS 2001-24 EXHIBIT F-3 (Continued)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- -------------- ----- ------- --------- ------- ------- --------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ----- ------- --------- ------- ------- --------
4291808 $ 449,666.03 74.38 0.250 0.017 0.483
4297219 $ 399,703.14 57.55 0.250 0.017 0.483
6028908 $ 310,820.19 75.00 0.250 0.017 0.858
4301425 $ 349,452.27 72.92 0.250 0.017 0.233
4301508 $ 319,511.52 80.00 0.250 0.017 0.358
4301521 $ 342,463.25 68.60 0.250 0.017 0.233
4304619 $ 344,086.92 64.80 0.250 0.017 0.483
4304658 $ 343,512.85 73.19 0.250 0.017 0.733
4304681 $ 319,523.54 72.73 0.250 0.017 0.483
4305315 $ 356,937.76 80.00 0.250 0.017 0.483
4311122 $ 309,549.84 80.00 0.250 0.017 0.608
4311149 $ 399,419.16 65.57 0.250 0.017 0.608
4311202 $ 345,954.86 90.00 33 0.250 0.017 0.233
4311253 $ 323,505.40 61.83 0.250 0.017 0.358
4311286 $ 349,395.62 72.61 0.250 0.017 0.000
4311311 $ 326,700.53 80.00 0.250 0.017 0.358
4311405 $ 330,238.56 69.68 0.250 0.017 0.233
4311778 $ 349,452.27 36.46 0.250 0.017 0.233
4314483 $ 469,286.42 72.31 0.250 0.017 0.483
4314533 $ 466,304.67 61.05 0.250 0.017 0.483
4326545 $ 599,061.05 33.33 0.250 0.017 0.233
4326574 $ 384,069.30 77.78 0.250 0.017 0.358
4327302 $ 419,342.74 70.59 0.250 0.017 0.233
4327364 $ 300,321.30 80.00 0.250 0.017 0.233
5006160 $ 248,010.48 79.81 0.250 0.017 0.108
6018748 $ 301,129.33 80.00 0.250 0.017 0.233
4242726 $ 334,820.89 75.00 0.250 0.017 0.483
4292735 $ 338,725.74 80.00 0.250 0.017 0.858
4295833 $ 339,199.48 80.00 0.250 0.017 0.233
4296890 $ 647,059.02 80.00 0.250 0.017 0.608
4323691 $ 996,721.04 62.50 0.250 0.017 0.608
4323711 $ 336,997.10 75.00 0.250 0.017 0.483
4323733 $ 399,404.42 78.51 0.250 0.017 0.483
4323766 $ 409,433.74 79.99 0.250 0.017 0.233
4323791 $ 349,468.88 76.09 0.250 0.017 0.608
4323811 $ 310,830.91 74.64 0.250 0.017 0.983
4323832 $ 375,518.81 86.44 13 0.250 0.017 1.233
4323892 $ 647,853.29 78.31 0.250 0.017 1.233
4323910 $ 473,909.00 74.81 0.250 0.017 0.358
4323919 $ 452,824.77 60.47 0.250 0.017 0.483
4323943 $ 479,267.28 66.21 0.250 0.017 0.358
4323953 $ 516,119.74 79.91 0.250 0.017 0.608
4324006 $ 343,248.31 80.00 0.250 0.017 0.608
4324024 $ 405,566.33 61.59 0.250 0.017 0.358
4324027 $ 399,488.11 66.89 0.250 0.017 1.233
4324081 $ 329,496.24 80.00 0.250 0.017 0.358
4324090 $ 345,684.51 74.45 0.250 0.017 0.483
4324101 $ 455,700.92 79.43 0.250 0.017 0.358
4324108 $ 341,414.87 90.00 6 0.250 0.017 0.233
4324153 $ 398,231.47 72.55 0.250 0.017 1.233
4324167 $ 375,453.99 80.00 0.250 0.017 0.608
4325276 $ 472,509.59 80.00 0.250 0.017 0.358
4271249 $ 380,746.29 79.99 0.250 0.017 0.608
4280461 $ 344,750.30 78.41 0.250 0.017 0.608
6038043 $ 598,753.09 66.67 0.250 0.017 0.858
6028552 $ 298,686.56 63.81 0.250 0.017 0.108
$22,355,303.69
COUNT: 56
WAC: 7.52629524
WAM: 353.7862955
WALTV: 72.26875507
EXHIBIT F-3
[Schedule of Other Servicer Mortgage Loans]
WFMBS
WFMBS 2001-24 EXHIBIT F-3 (Continued)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (xvii) (xviii)
-------- --------------------------- ---------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- --------------------------- ---------------------------
4291808 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
4297219 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
6028908 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
4301425 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4301508 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4301521 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4304619 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4304658 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4304681 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4305315 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4311122 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4311149 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4311202 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4311253 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4311286 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4311311 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4311405 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4311778 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4314483 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4314533 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4326545 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4326574 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4327302 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4327364 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5006160 FIRST HORIZON HOME LOAN COR FIRST HORIZON HOME LOAN COR
6018748 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
4242726 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4292735 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4295833 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4296890 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323691 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323711 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323733 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323766 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323791 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323811 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323832 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323892 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323910 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323919 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323943 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4323953 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4324006 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4324024 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4324027 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4324081 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4324090 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4324101 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4324108 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4324153 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4324167 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4325276 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4271249 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
4280461 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
6038043 HSBC MORTGAGE CORP (USA) HSBC MORTGAGE CORP (USA)
6028552 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
COUNT: 56
WAC: 7.52629524
WAM: 353.7862955
WALTV: 72.26875507
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 2001-24
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 2001-24, 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 October 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.
WELLS 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 Wells Fargo Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2001-24, 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
401 South Tryon Street
Charlotte, North Carolina 28202
Re: Wells Fargo Asset Securities Corporation,
Series 2001-24, 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
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-24
CLASS [B-4][B-5][B-6] CERTIFICATES
TRANSFEREE'S LETTER
_________________ __, ____
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Wells Fargo Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Wells Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-24,
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 October 30, 2001 (the "Pooling and
Servicing Agreement") among Wells Fargo Asset Securities Corporation, as seller
(the "Seller"), Wells Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), of Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2001-24.
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
Wells Fargo Home Mortgage, Inc. Servicing Agreement
HomeSide Lending, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
HSBC Mortgage Corporation (USA) Servicing Agreement
Colonial Savings, F.A. Servicing Agreement
Hibernia National Bank Servicing Agreement
National City Mortgage Co. Servicing Agreement
CUNA Mutual Mortgage Corporation Servicing Agreement
Chevy Chase Bank, F.S.B. Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
First Horizon Home Loan Corporation Servicing Agreement
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of , between Wells Fargo Bank
Minnesota, National Association (the "Company" and "Wells Fargo Bank") and (the
"Purchaser").
PRELIMINARY STATEMENT
______________________ is the holder of the entire interest in Wells
Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series
2001-24, Class ____ (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated as of October 30,
2001 among Wells Fargo Asset Securities Corporation, as seller (the "Seller"),
Wells Fargo Bank Minnesota, National Association, as Master Servicer and First
Union National Bank, as Trustee.
______________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.1 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 Moody's Investors Service, Inc.
("Moody's") or at least F-1 by Fitch, Inc. ("Fitch") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least AA by Fitch or
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 "Wells Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-24." 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 2001-24
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
WFHM (Type 1) Mid-Month Mid-Month
WFHM (Type 2) Prior Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
Colonial Savings, F.A. Mid-Month Prior Month
First Horizon Home Loan Corporation Mid-Month Prior Month
National City Mortgage Co. Mid-Month Prior Month
Hibernia National Bank Mid-Month Prior Month
