--------------------------------------------------------------------------------
XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of May 25, 2001
$675,727,178.21
Mortgage Pass-Through Certificates
Series 2001-12
--------------------------------------------------------------------------------
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions..................................................
Section 1.02 Acts of Holders..............................................
Section 1.03 Effect of Headings and Table of Contents.....................
Section 1.04 Benefits of Agreement........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by Trust Administrator............................
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller..................................................
Section 2.04 Execution and Delivery of Certificates.......................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date..........................
Section 2.06 Optional Substitution of Mortgage Loans......................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account..........................................
Section 3.02 Permitted Withdrawals from the Certificate Account...........
Section 3.03 Advances by Master Servicer and Trust Administrator..........
Section 3.04 Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files........................
Section 3.05 Reports to the Trust Administrator; Annual Compliance
Statements..................................................
Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan...
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions.........................
Section 3.08 Oversight of Servicing.......................................
Section 3.09 Termination and Substitution of Servicing Agreements.........
Section 3.10 Application of Net Liquidation Proceeds......................
Section 3.11 Act Reports..................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions................................................
Section 4.02 Allocation of Realized Losses................................
Section 4.03 Paying Agent.................................................
Section 4.04 Statements to Certificateholders;
Report to the Trust Administrator, MBIA and the Seller......
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.......
Section 4.06 Reserve Fund.................................................
Section 4.07 Distributions in Reduction of the Class I-A-9 Certificates...
Section 4.08 Policy Matters...............................................
Section 4.09 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer..............................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.............................................
Section 5.02 Registration of Certificates.................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04 Persons Deemed Owners........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses....
Section 5.06 Maintenance of Office or Agency..............................
Section 5.07 Definitive Certificates......................................
Section 5.08 Notices to Clearing Agency...................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer..............
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer....................................................
Section 6.03 Limitation on Liability of the Seller, the Master Servicer
and Others..................................................
Section 6.04 Resignation of the Master Servicer...........................
Section 6.05 Compensation to the Master Servicer..........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer........
Section 6.07 Indemnification of Trustee, the Trust Administrator and
Seller by Master Servicer...................................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default............................................
Section 7.02 Other Remedies of Trustee....................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default..................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default..................
Section 7.05 Trust Administrator to Act; Appointment of Successor.........
Section 7.06 Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator................
Section 8.02 Certain Matters Affecting the Trustee and the Trust
Administrator...............................................
Section 8.03 Neither the Trustee Nor the Trust Administrator Required to
Make Investigation..........................................
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans..............................
Section 8.05 Trustee and Trust Administrator May Own Certificates.........
Section 8.06 The Master Servicer to Pay Fees and Expenses.................
Section 8.07 Eligibility Requirements.....................................
Section 8.08 Resignation and Removal......................................
Section 8.09 Successor....................................................
Section 8.10 Merger or Consolidation......................................
Section 8.11 Authenticating Agent.........................................
Section 8.12 Separate Trustees and Co-Trustees............................
Section 8.13 Appointment of Custodians....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions................
Section 8.15 Monthly Advances.............................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans...........
Section 9.02 Additional Termination Requirements.....................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment...............................................
Section 10.02 Recordation of Agreement................................
Section 10.03 Limitation on Rights of Certificateholders..............
Section 10.04 Governing Law; Jurisdiction.............................
Section 10.05 Notices.................................................
Section 10.06 Severability of Provisions..............................
Section 10.07 Special Notices to Rating Agencies......................
Section 10.08 Covenant of Seller......................................
Section 10.09 Recharacterization......................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off Date............................................
Section 11.02 Cut-Off Date Aggregate Principal Balance................
Section 11.03 Original Group I-A Percentage...........................
Section 11.04 Original Group II-A Percentage..........................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates...........................................
Section 11.06 Original Aggregate Non-PO Principal Balance.............
Section 11.07 Original Aggregate Subordinate Percentage...............
Section 11.08 Original Class B Principal Balance......................
Section 11.09 Original Group I Subordinated Principal Balance.........
Section 11.10 Original Group II Subordinated Principal Balance........
Section 11.11 Original Principal Balances of the Classes of Class B
Certificates...........................................
Section 11.12 Original Class B-1 Fractional Interest..................
Section 11.13 Original Class B-2 Fractional Interest..................
Section 11.14 Original Class B-3 Fractional Interest..................
Section 11.15 Original Class B-4 Fractional Interest..................
Section 11.16 Original Class B-5 Fractional Interest..................
Section 11.17 Closing Date............................................
Section 11.18 Right to Purchase.......................................
Section 11.19 Wire Transfer Eligibility...............................
Section 11.20 Single Certificate......................................
Section 11.21 Servicing Fee Rate......................................
Section 11.22 Master Servicing Fee Rate...............................
Section 11.23 MBIA Contact Person.....................................
EXHIBITS
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-3 - Form of Face of Class I-A-3 Certificate
EXHIBIT A-I-A-4 - Form of Face of Class I-A-4 Certificate
EXHIBIT A-I-A-5 - Form of Face of Class I-A-5 Certificate
EXHIBIT A-I-A-6 - Form of Face of Class I-A-6 Certificate
EXHIBIT A-I-A-7 - Form of Face of Class I-A-7 Certificate
EXHIBIT A-I-A-8 - Form of Face of Class I-A-8 Certificate
EXHIBIT A-I-A-9 - Form of Face of Class I-A-9 Certificate
EXHIBIT A-I-A-10 - Form of Face of Class I-A-10 Certificate
EXHIBIT A-I-A-11 - Form of Face of Class I-A-11 Certificate
EXHIBIT A-I-A-12 - Form of Face of Class I-A-12 Certificate
EXHIBIT A-I-A-13 - Form of Face of Class I-A-13 Certificate
EXHIBIT A-I-A-14 - Form of Face of Class I-A-14 Certificate
EXHIBIT A-I-A-15 - Form of Face of Class I-A-15 Certificate
EXHIBIT A-I-A-16 - Form of Face of Class I-A-16 Certificate
EXHIBIT A-I-A-17 - Form of Face of Class I-A-17 Certificate
EXHIBIT A-I-A-18 - Form of Face of Class I-A-18 Certificate
EXHIBIT A-I-A-19 - Form of Face of Class I-A-19 Certificate
EXHIBIT A-I-A-20 - Form of Face of Class I-A-20 Certificate
EXHIBIT A-I-A-21 - Form of Face of Class I-A-21 Certificate
EXHIBIT A-I-A-22 - Form of Face of Class I-A-22 Certificate
EXHIBIT A-I-A-23 - Form of Face of Class I-A-23 Certificate
EXHIBIT A-I-A-24 - Form of Face of Class I-A-24 Certificate
EXHIBIT A-I-A-25 - Form of Face of Class I-A-25 Certificate
EXHIBIT A-I-A-26 - Form of Face of Class I-A-26 Certificate
EXHIBIT A-I-A-27 - Form of Face of Class I-A-27 Certificate
EXHIBIT A-I-A-28 - Form of Face of Class I-A-28 Certificate
EXHIBIT A-I-A-29 - Form of Face of Class I-A-29 Certificate
EXHIBIT A-I-A-30 - Form of Face of Class I-A-30 Certificate
EXHIBIT A-I-A-31 - Form of Face of Class I-A-31 Certificate
EXHIBIT A-I-A-32 - Form of Face of Class I-A-32 Certificate
EXHIBIT A-I-A-33 - Form of Face of Class I-A-33 Certificate
EXHIBIT A-I-A-34 - Form of Face of Class I-A-34 Certificate
EXHIBIT A-I-A-35 - Form of Face of Class I-A-35 Certificate
EXHIBIT A-I-A-36 - Form of Face of Class I-A-36 Certificate
EXHIBIT A-I-A-37 - Form of Face of Class I-A-37 Certificate
EXHIBIT A-I-A-38 - Form of Face of Class I-A-38 Certificate
EXHIBIT A-I-A-39 - Form of Face of Class I-A-39 Certificate
EXHIBIT A-I-A-40 - Form of Face of Class I-A-40 Certificate
EXHIBIT A-I-A-41 - Form of Face of Class I-A-41 Certificate
EXHIBIT A-I-A-42 - Form of Face of Class I-A-42 Certificate
EXHIBIT A-I-A-43 - Form of Face of Class I-A-43 Certificate
EXHIBIT A-I-A-44 - Form of Face of Class I-A-44 Certificate
EXHIBIT A-I-A-PO - Form of Face of Class I-A-PO Certificate
EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate
EXHIBIT A-I-A-LR - Form of Face of Class I-A-LR Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-I-A-PO - Form of Face of Class II-A-PO 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 2001-12 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Type 1 Mortgage Loans in Loan Group I
EXHIBIT F-1B - Schedule of Type 1 Mortgage Loans in Loan Group II
EXHIBIT F-2 - Schedule of Type 2 Mortgage Loans in Loan Group I
EXHIBIT F-3A - Schedule of Other Servicer Mortgage Loans in Group I
EXHIBIT F-3B - Schedule of Other Servicer Mortgage Loans in Group II
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Reserved
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - Form of Policy
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of May 25, 2001
executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST
COMPANY OF NEW YORK, as Trustee, and FIRST UNION NATIONAL BANK, as Trust
Administrator.
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Additional Collateral: The Additional Collateral, as defined in the
Cendant Servicing Agreement.
Additional Collateral Mortgage Loans: The Additional Collateral
Mortgage Loans, as defined in the Cendant Servicing Agreement.
Adjusted Principal Balance: As to any Distribution Date and any Class
of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Aggregate Class A Principal Balance and the Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Aggregate Class A Principal Balance and the Class B Principal Balance as of
the Determination Date succeeding such Distribution Date, (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 Adjusted Pool Amount: With respect to any Distribution Date,
the sum of the Group I Adjusted Pool Amount and Group II Adjusted Pool Amount.
Aggregate Class A Principal Balance: With respect to any Determination
Date, the sum of the Group I-A Principal Balance and Group II-A Principal
Balance.
Aggregate 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 Group I-A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Group I-A Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Group II-A Certificates.
Aggregate Non-PO Principal Balance: As of any Determination Date, the
sum of the Group I-A Non-PO Principal Balance, the Group II-A Non-PO Principal
Balance and the Class B Principal Balance as of such date.
Aggregate Subordinate Percentage: As to any Determination Date, the
Class B Principal Balance divided by the sum of the Group I Pool Balance (Non-PO
Portion) and the Group II Pool Balance (Non-PO Portion).
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Apportioned Class B Principal Distribution Amount: As to any
Distribution Date and any Class of Class B Certificates, the product of (i) the
applicable Class B Principal Distribution Amount less the amount, if any, that
would have been distributable to such Class pursuant to Section 4.01(a)(ii) that
is used to pay the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount as provided in Paragraph fourth of Section 4.01(a)(i) and (ii) the
Apportionment Fraction for such Class.
Apportioned Interest Accrual Amount: As to any Distribution Date and
either of the Group I Apportioned Principal Balance or Group II Apportioned
Principal Balance of a Class of Class B Certificates, an amount equal to the
product of (i) 1/12th of the Class B Pass-Through Rate and (ii) such Group I
Apportioned Principal Balance or Group II Apportioned Principal Balance as of
the Determination Date preceding such Distribution Date.
Apportionment Fraction: As to any Class of Class B Certificates and
(i) any Distribution Date occurring prior to the Subordination Depletion Date
and on or after the Distribution Date on which the Principal Balance of each
Class of one Group (other than the Class A-PO Certificates) has been reduced to
zero, a fraction, the numerator of which is the Class B Loan Group Optimal
Principal Amount for which the corresponding Class A Certificates (other than
the Class A-PO Certificates) are no longer outstanding and the denominator of
which is the applicable Class B Optimal Principal Amount without regard to the
proviso thereto.
Authenticating Agent: Any authenticating agent appointed by the Trust
Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution
Date, (b) interest earned through the business day preceding the applicable
Distribution Date on any Prepayments in Full remitted to the Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the Servicers to the
Master Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trust Administrator in writing
that such Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$107,948.73 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) (determined in the case of the Class I-A-9 Certificates,
without giving effect to the guaranty provided by MBIA) 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 I-A-1 Certificates, Class
I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class
I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class
I-A-9 Certificates, Class I-A-10 Certificates, Class I-A-11 Certificates, Class
I-A-12 Certificates, Class I-A-13 Certificates, Class I-A-14 Certificates, Class
I-A-15 Certificates, Class I-A-16 Certificates, Class I-A-17 Certificates, Class
I-A-18 Certificates, Class I-A-19 Certificates, Class I-A-20 Certificates, Class
I-A-21 Certificates, Class I-A-22 Certificates, Class I-A-23 Certificates, Class
I-A-24 Certificates, Class I-A-25 Certificates, Class I-A-26 Certificates, Class
I-A-27 Certificates, Class I-A-28 Certificates, Class I-A-29 Certificates, Class
I-A-30 Certificates, Class I-A-31 Certificates, Class I-A-32 Certificates, Class
I-A-33 Certificates, Class I-A-34 Certificates, Class I-A-35 Certificates, Class
I-A-36 Certificates, Class I-A-37 Certificates, Class I-A-38 Certificates, Class
I-A-39 Certificates, Class I-A-40 Certificates, Class I-A-41 Certificates, Class
I-A-42 Certificates, Class I-A-43 Certificates, Class I-A-44 Certificates, Class
II-A-1 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.
Cendant Servicing Agreement: The Servicing Agreement, dated April 1,
1998, between Cendant Mortgage Corporation (as successor to Xxxxxxx Xxxxx Credit
Corporation), as servicer, and WFHM, as owner.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trust Administrator.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for variations
in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-1 and
Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class I-A-1
Certificate.
Class I-A-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-2 and
Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class I-A-2
Certificate.
Class I-A-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-3 and
Exhibit C hereto.
Class I-A-3 Certificateholder: The registered holder of a Class I-A-3
Certificate.
Class I-A-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-4 and
Exhibit C hereto.
Class I-A-4 Certificateholder: The registered holder of a Class I-A-4
Certificate.
Class I-A-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-5 and
Exhibit C hereto.
Class I-A-5 Certificateholder: The registered holder of a Class I-A-5
Certificate.
Class I-A-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-6 and
Exhibit C hereto.
Class I-A-6 Certificateholder: The registered holder of a Class I-A-6
Certificate.
Class I-A-7 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-7 and
Exhibit C hereto.
Class I-A-7 Certificateholder: The registered holder of a Class I-A-7
Certificate.
Class I-A-8 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-8 and
Exhibit C hereto.
Class I-A-8 Certificateholder: The registered holder of a Class I-A-8
Certificate.
Class I-A-9 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-9 and
Exhibit C hereto.
Class I-A-9 Certificateholder: The registered holder of a Class I-A-9
Certificate.
Class I-A-9 Interest Loss Amount: As to any Distribution Date, the
excess, if any, of (i) the Interest Accrual Amount for the Class I-A-9
Certificates (determined without regard to clause (ii) of the definition
thereof), net of any Non-Supported Interest Shortfalls allocated to the Class
I-A-9 Certificates that are covered by the Reserve Fund over (ii) the amount of
the Group I Pool Distribution Amount available to be distributed in respect of
the Class I-A-9 Certificates on such Distribution Date pursuant to Paragraph
first of Section 4.01(a)(i) plus any amounts available to be distributed in
respect of the Class I-A-9 Certificates on such Distribution Date pursuant to
Section 4.01(b)(iii).
Class I-A-9 Principal Loss Amount: As to any Distribution Date, the
sum of, without duplication, (i) the principal portion of Excess Losses
allocated to the Class I-A-9 Certificates for such Distribution Date pursuant to
Section 4.02(b) of this Agreement and (ii) any amount allocated to the Class
I-A-9 Certificates which reduces the Principal Balance of the Class I-A-9
Certificates after the Subordination Depletion Date with respect to such
Distribution Date pursuant to the third sentence in the definition of Principal
Balance of the Class I-A-9 Certificates.
Class I-A-10 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-10 and
Exhibit C hereto.
Class I-A-10 Certificateholder: The registered holder of a Class
I-A-10 Certificate.
Class I-A-11 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-11 and
Exhibit C hereto.
Class I-A-11 Certificateholder: The registered holder of a Class
I-A-11 Certificate.
Class I-A-12 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-12 and
Exhibit C hereto.
Class I-A-12 Certificateholder: The registered holder of a Class
I-A-12 Certificate.
Class I-A-13 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-13 and
Exhibit C hereto.
Class I-A-13 Certificateholder: The registered holder of a Class
I-A-13 Certificate.
Class I-A-14 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-14 and
Exhibit C hereto.
Class I-A-14 Certificateholder: The registered holder of a Class
I-A-14 Certificate.
Class I-A-15 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-15 and
Exhibit C hereto.
Class I-A-15 Certificateholder: The registered holder of a Class
I-A-15 Certificate.
Class I-A-16 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-16 and
Exhibit C hereto.
Class I-A-16 Certificateholder: The registered holder of a Class
I-A-16 Certificate.
Class I-A-17 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-17 and
Exhibit C hereto.
Class I-A-17 Certificateholder: The registered holder of a Class
I-A-17 Certificate.
Class I-A-18 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-18 and
Exhibit C hereto.
Class I-A-18 Certificateholder: The registered holder of a Class
I-A-18 Certificate.
Class I-A-19 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-19 and
Exhibit C hereto.
Class I-A-19 Certificateholder: The registered holder of a Class
I-A-19 Certificate.
Class I-A-20 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-20 and
Exhibit C hereto.
Class I-A-20 Certificateholder: The registered holder of a Class
I-A-20 Certificate.
Class I-A-21 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-21 and
Exhibit C hereto.
Class I-A-21 Certificateholder: The registered holder of a Class
I-A-21 Certificate.
Class I-A-22 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-22 and
Exhibit C hereto.
Class I-A-22 Certificateholder: The registered holder of a Class
I-A-22 Certificate.
Class I-A-23 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-23 and
Exhibit C hereto.
Class I-A-23 Certificateholder: The registered holder of a Class
I-A-23 Certificate.
Class I-A-24 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-24 and
Exhibit C hereto.
Class I-A-24 Certificateholder: The registered holder of a Class
I-A-24 Certificate.
Class I-A-25 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-25 and
Exhibit C hereto.
Class I-A-25 Certificateholder: The registered holder of a Class
I-A-25 Certificate.
Class I-A-26 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-26 and
Exhibit C hereto.
Class I-A-26 Certificateholder: The registered holder of a Class
I-A-26 Certificate.
Class I-A-27 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-27 and
Exhibit C hereto.
Class I-A-27 Certificateholder: The registered holder of a Class
I-A-27 Certificate.
Class I-A-28 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-28 and
Exhibit C hereto.
Class I-A-28 Certificateholder: The registered holder of a Class
I-A-28 Certificate.
Class I-A-29 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-29 and
Exhibit C hereto.
Class I-A-29 Certificateholder: The registered holder of a Class
I-A-29 Certificate.
Class I-A-30 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-30 and
Exhibit C hereto.
Class I-A-30 Certificateholder: The registered holder of a Class
I-A-30 Certificate.
Class I-A-31 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-31 and
Exhibit C hereto.
Class I-A-31 Certificateholder: The registered holder of a Class
I-A-31 Certificate.
Class I-A-32 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-32 and
Exhibit C hereto.
Class I-A-32 Certificateholder: The registered holder of a Class
I-A-32 Certificate.
Class I-A-33 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-33 and
Exhibit C hereto.
Class I-A-33 Certificateholder: The registered holder of a Class
I-A-33 Certificate.
Class I-A-34 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-34 and
Exhibit C hereto.
Class I-A-34 Certificateholder: The registered holder of a Class
I-A-34 Certificate.
Class I-A-35 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-35 and
Exhibit C hereto.
Class I-A-35 Certificateholder: The registered holder of a Class
I-A-35 Certificate.
Class I-A-36 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-36 and
Exhibit C hereto.
Class I-A-36 Certificateholder: The registered holder of a Class
I-A-36 Certificate.
Class I-A-37 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-37 and
Exhibit C hereto.
Class I-A-37 Certificateholder: The registered holder of a Class
I-A-37 Certificate.
Class I-A-38 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-38 and
Exhibit C hereto.
Class I-A-38 Certificateholder: The registered holder of a Class
I-A-38 Certificate.
Class I-A-39 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-39 and
Exhibit C hereto.
Class I-A-39 Certificateholder: The registered holder of a Class
I-A-39 Certificate.
Class I-A-40 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-40 and
Exhibit C hereto.
Class I-A-40 Certificateholder: The registered holder of a Class
I-A-40 Certificate.
Class I-A-41 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-41 and
Exhibit C hereto.
Class I-A-41 Certificateholder: The registered holder of a Class
I-A-41 Certificate.
Class I-A-42 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-42 and
Exhibit C hereto.
Class I-A-42 Certificateholder: The registered holder of a Class
I-A-42 Certificate.
Class I-A-43 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-43 and
Exhibit C hereto.
Class I-A-43 Certificateholder: The registered holder of a Class
I-A-43 Certificate.
Class I-A-44 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-44 and
Exhibit C hereto.
Class I-A-44 Certificateholder: The registered holder of a Class
I-A-44 Certificate.
Class I-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)(iii) hereof.
Class I-A-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-L9 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-LR Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit I-A-LR and Exhibit C
hereto.
Class I-A-LR Certificateholder: The registered holder of the Class
I-A-LR Certificate.
Class I-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)(iii) hereof.
Class I-A-PO Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-PO and
Exhibit C hereto.
Class I-A-PO Certificateholder: The registered holder of a Class
I-A-PO Certificate.
Class I-A-PO Deferred Amount: For any Distribution Date prior to the
Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class I-A-PO Optimal Principal Amounts for the
Class I-A-PO Certificate for all prior Distribution Dates exceeded the amounts
distributed on the Class I-A-PO Certificates on such prior Distribution Dates
pursuant to Paragraph third Clause (A) of Section 4.01(a)(i) and (y) the sum of
the product for each Group I Discount Mortgage Loan which became a Liquidated
Loan at any time on or prior to the last day of the Applicable Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts for the current
Distribution Date of (a) the PO Fraction for such Group I Discount Mortgage Loan
and (b) an amount equal to the principal portion of Realized Losses (other than
Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such
Mortgage Loan other than Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses and (B) the sum of (x) the sum of the Class I-A-PO
Recoveries for such Distribution Date and prior Distribution Dates and (y)
amounts distributed on the Class I-A-PO Certificates on prior Distribution Dates
pursuant to Paragraph fourth Clause (A) of Section 4.01(a)(i). On and after the
Subordination Depletion Date, the Class I-A-PO Deferred Amount will be zero. No
interest will accrue on any Class I-A-PO Deferred Amount.
Class I-A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that is
an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect
to such Group I Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Group I
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Group I Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Group I Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group I Mortgage Loan
which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group I
Mortgage Loan substituted for a Group I Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date occurs over the unpaid principal balance of such Group I
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Group I
Mortgage Loan; and
(II) the Class I-A-PO Recovery for such Distribution Date.
Class I-A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class I-A-PO Deferred Amount
for such Distribution Date (calculated without regard to the Class I-A-PO
Recovery for such Distribution Date) and (b) an amount equal to the sum as to
each Group I Mortgage Loan as to which there has been a Recovery during the
Applicable Unscheduled Principal Receipt Period, of the product of (x) the PO
Fraction with respect to such Group I Mortgage Loan and (y) the amount of the
Recovery with respect to such Group I Mortgage Loan. As to any Distribution Date
on or after the Subordination Depletion Date, the amount determined in
accordance with clause (b) above.
Class I-A-R Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-R and
Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of a Class I-A-R
Certificate.
Class II-A-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-1 and
Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a Class
II-A-1 Certificate.
Class II-A-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class II-A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class II-A-PO Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-PO
and Exhibit C hereto.
Class II-A-PO Certificateholder: The registered holder of a Class
II-A-PO Certificate.
Class II-A-PO Deferred Amount: For any Distribution Date prior to the
Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class II-A-PO Optimal Principal Amounts for the
Class II-A-PO Certificate for all prior Distribution Dates exceeded the amounts
distributed on the Class II-A-PO Certificates on such prior Distribution Dates
pursuant to Paragraph third Clause (B) of Section 4.01(a)(i) and (y) the sum of
the product for each Group II Discount Mortgage Loan which became a Liquidated
Loan at any time on or prior to the last day of the Applicable Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts for the current
Distribution Date of (a) the PO Fraction for such Group II Discount Mortgage
Loan and (b) an amount equal to the principal portion of Realized Losses (other
than Bankruptcy Losses due to Debt Service Reductions) incurred with respect to
such Mortgage Loan other than Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses and (B) the sum of (x) the sum of the Class II-A-PO
Recoveries for such Distribution Date and prior Distribution Dates and (y)
amounts distributed on the Class II-A-PO Certificates on prior Distribution
Dates pursuant to Paragraph fourth Clause (B) of Section 4.01(a)(i). On and
after the Subordination Depletion Date, the Class II-A-PO Deferred Amount will
be zero. No interest will accrue on any Class II-A-PO Deferred Amount.
Class II-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum of, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with
respect to such Group II Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Group II
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Group II Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Group II Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group II Mortgage Loan
which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group II
Mortgage Loan substituted for a Group II Mortgage Loan during the one month
period ending on the preceding the Determination Date for such Distribution
Date occurs over the unpaid principal balance of such Group II Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Group II
Mortgage Loan; and
(II) the Class II-A-PO Recovery for such Distribution Date.
Class II-A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class II-A-PO Deferred
Amount for such Distribution Date (calculated without regard to the Class
II-A-PO Recovery for such Distribution Date) and (b) an amount equal to the sum
as to each Group II Mortgage Loan as to which there has been a Recovery during
the Applicable Unscheduled Principal Receipt Period, of the product of (x) the
PO Fraction with respect to such Group II Mortgage Loan and (y) the amount of
the Recovery with respect to such Group II Mortgage Loan. As to any Distribution
Date on or after the Subordination Depletion Date, the amount determined in
accordance with clause (b) above.
Class A Certificate: Any of the Group I-A Certificates or Group II-A
Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Interest Percentage: As to any Distribution Date and any Class
of Class A Certificates, the percentage calculated by dividing the Interest
Accrual Amount of such Class (determined without regard to clause (ii) of the
definition thereof) by the sum of (a) the Group I-A Interest Accrual Amount, (b)
the Group II-A Interest Accrual Amount and (c) the Premium Payment (determined,
in each case, without regard to clause (ii) of the definition of each Interest
Accrual Amount or the Premium Payment, as applicable).
Class A Pass-Through Rate: As to the Class I-A-1, Class I-A-2, Class
I-A-3, Class I-A-4, Class I-A-5, Class I-A-7, Class I-A-8, Class I-A-10, Class
I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16,
Class I-A-17, Class I-A-18, Class I-A-19, Class I-A-20, Class I-A-21, Class
I-A-22, Class I-A-23, Class I-A-24, Class I-A-25, Class I-A-26, Class I-A-27,
Class I-A-28, Class I-A-29, Class I-A-30, Class I-A-31, Class I-A-32, Class
I-A-33, Class I-A-34, Class I-A-35, Class I-A-36, Class I-A-37, Class I-A-38,
Class I-A-39, Class I-A-40, Class I-A-41, Class I-A-42, Class I-A-43, Class
I-A-44, Class I-A-R, Class I-A-LR Certificates, 6.750% per annum. As to the
Class I-A-6 and Class II-A-1 Certificates, 6.500% per annum. As to the Class
I-A-9 Certificates, 6.700% per annum. The Class I-A-PO and Class II-A-PO
Certificates are not entitled to interest and do not have Class A Pass-Through
Rates.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
Class of Class A Certificates, the amount, if any, by which the aggregate of the
Group I-A Interest Shortfall Amounts or Group II-A Interest Shortfall Amounts
for such Class for prior Distribution Dates is in excess of the amounts
distributed in respect of such Class on prior Distribution Dates pursuant to
Paragraph second of Section 4.01(a)(i).
Class A-PO Certificates: Any of the Class I-A-PO Certificates or Class
II-A-PO Certificates.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution Date and
any Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loan Group I Optimal Principal Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I Optimal
Principal Amounts.
Class B Loan Group II Optimal Principal Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II Optimal
Principal Amounts.
Class B Loan Group Optimal Principal Amount: Any of the Class B Loan
Group I Optimal Principal Amount or Class B Loan Group II Optimal Principal
Amount.
Class B Loss Percentage: With respect to any Determination Date and
any Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.
Class B Pass-Through Rate: With respect to the Distribution Date
occurring in June 2001, 6.676% per annum. With respect to each succeeding
Distribution Date, a per annum rate equal to the weighted average of 6.750% for
Loan Group I and 6.500% for Loan Group II, weighted on the basis of the Group
Subordinate Amount for each Loan Group.
Class B Principal Balance: As of any date, an amount equal to the sum
of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Principal Distribution Amount: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution
Amounts.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs first, second and third of Section 4.01(a)(ii).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-1 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-1 Certificates on such Distribution Date pursuant to Paragraph first
of Section 4.01(a)(ii).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-1 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-1 Percentage (with respect to each
such Group II Mortgage Loan) of (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 Group I Class B-1 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-1 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a Servicer
with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-1 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Sections 2.02
or 2.03; and
(iv) the Group I Class B-1 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-1 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such Mortgage Loan; and
(II) the Group I Class B-1 Prepayment Percentage or Group II Class B-1
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph third of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment 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 Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the Aggregate Class A Principal Balance as of
such Determination Date.
Class B-1 Principal Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-1 Certificates pursuant
to Paragraph third of Section 4.01(a)(ii).
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph second of Section 4.01(a)(ii).
Class B-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-2 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
fourth of Section 4.01(a)(ii).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-2 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-2 Percentage (with respect to each
such Group II Mortgage Loan) of (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 Group I Class B-2 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-2 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a Servicer
with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Sections 2.02
or 2.03; and
(iv) the Group I Class B-2 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-2 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such Mortgage Loan; and
(II) the Group I Class B-2 Prepayment Percentage, Group II Class B-2
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment 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 Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance and the Class B-1 Principal Balance as of such Determination Date.
Class B-2 Principal Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-2 Certificates pursuant
to Paragraph sixth of Section 4.01(a)(ii).
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph fifth of Section 4.01(a)(ii).
Class B-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs seventh, eighth and ninth of Section 4.01(a)(ii).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-3 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
seventh of Section 4.01(a)(ii).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-3 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-3 Percentage (with respect to each
such Group II Mortgage Loan) of (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 Group I Class B-3 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-3 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a Servicer
with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Sections 2.02
or 2.03; and
(iv) the Group I Class B-3 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-3 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such Mortgage Loan; and
(II) the Group I Class B-3 Prepayment Percentage or Group II Class B-3
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph ninth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment 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 Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such Determination Date.
Class B-3 Principal Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-3 Certificates pursuant
to Paragraph ninth of Section 4.01(a)(ii).
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph eighth of Section 4.01(a)(ii).
Class B-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs tenth, eleventh, and twelfth of Section 4.01(a)(ii).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-4 Certificates on such Distribution Date pursuant to Paragraph tenth
of Section 4.01(a)(ii).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-4 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-4 Percentage (with respect to each
such Group II Mortgage Loan) of (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 Group I Class B-4 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-4 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a Servicer
with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-4 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Sections 2.02
or 2.03; and
(iv) the Group I Class B-4 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-4 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for Distribution
Date over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such Mortgage Loan;
(II) the Group I Class B-4 Prepayment Percentage, Group II Class B-4
Prepayment Percentage or Group II Class B-4 Prepayment Percentage, as
applicable, of the Non-PO Recovery for each Loan Group for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph twelfth of Section 4.01(a)(ii) and
(B) as a result of a Principal Adjustment 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 Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Principal Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-4 Certificates pursuant
to Paragraph twelfth of Section 4.01(a)(ii).
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eleventh of Section 4.01(a)(ii).
Class B-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs thirteenth, fourteenth, and fifteenth of Section 4.01(a)(ii).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-5 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
thirteenth of Section 4.01(a)(ii).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-5 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-5 Percentage (with respect to each
such Group II Mortgage Loan) of (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 Group I Class B-5 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-5 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a Servicer
with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending prior to the day preceding the Determination Date for
such Distribution Date, was repurchased by the Seller pursuant to Sections
2.02 or 2.03; and
(iv) the Group I Class B-5 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-5 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a Mortgage Loan during the one month
period ending prior to the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such Mortgage Loan; and
(II) the Group I Class B-5 Prepayment Percentage or Group II Class B-5
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for such Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph fifteenth of Section 4.01(a)(ii)
and (B) as a result of a Principal Adjustment 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 Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance and the Class B-4 Principal Balance as of such
Determination Date.
Class B-5 Principal Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-5 Certificates pursuant
to Paragraph fifteenth of Section 4.01(a)(ii).
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph fourteenth of Section 4.01(a)(ii).
Class B-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-6 and
Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs sixteenth, seventeenth and eighteenth of Section 4.01(a)(ii).
Class B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-6 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
sixteenth of Section 4.01(a)(ii).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-6 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-6 Percentage (with respect to each
such Group II Mortgage Loan) 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 Group I Class B-6 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-6 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a Servicer
with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the one
month period ending on the day preceding the Determination Date for such
Distribution Date, was repurchased by the Seller pursuant to Sections 2.02
or 2.03; and
(iv) the Group I Class B-6 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-6 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such Mortgage Loan; and
(II) the Group I Class B-6 Prepayment Percentage or Group II Class B-6
Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan
Group for such Distribution Date.
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph eighteenth of Section 4.01(a)(ii) 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 Aggregate Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Principal Distribution Amount: As to any Distribution Date,
any amount distributable to the Holders of the Class B-6 Certificates pursuant
to Paragraph eighteenth of Section 4.01(a)(ii).
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph seventeenth of Section 4.01(a)(ii).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.17.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: With respect to any Distribution Date, the
lesser of (a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled
Principal Balance for such Distribution Date and (b) the Available Master
Servicing Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or Trustee, as the case may be, at which at any particular time
its corporate trust business shall be administered, which office with respect to
the Trust Administrator at the date of the execution of this instrument is
located at 000 Xxxxx Xxxxx Xxxxxx, XX 1179, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and
with respect to the Trustee, at the date of execution of this instrument is
located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class or Classes
---------------------------------- -----------------------------------------
Class I-A-L1 Interest Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-5, Class I-A-7,
Class I-A-10, Class I-A-11, Class I-A-12,
Class I-A-13, Class I-A-14, Class I-A-15,
Class I-A-16, Class I-A-17, Class I-A-18,
Class I-A-19, Class I-A-20, Class I-A-21,
Class I-A-22, Class I-A-23, Class I-A-24,
Class I-A-25, Class I-A-26, Class I-A-27,
Class I-A-28, Class I-A-29, Class I-A-30,
Class I-A-31, Class I-A-32, Class I-A-33,
Class I-A-34, Class I-A-35, Class I-A-36,
Class I-A-37, Class I-A-38, Class I-A-39,
Class I-A-40, Class I-A-41, Class I-A-42,
Class I-A-43 and Class I-A-44 Certificates
Class I-A-L6 Interest Class I-A-6 and Class I-A-8 Certificates
Class I-A-L9 Interest Class I-A-9 Certificates
Class I-A-LPO Interest Class I-A-PO Certificates
Class I-A-LUR Interest Class I-A-R Certificate
Class II-A-L1 Interest Class II-A-1 Certificates
Class II-A-LPO Interest Class II-A-PO Certificates
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
Credit Suisse: Credit Suisse First Boston Corporation, or its
successor in interest.
Current Group I-A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Group I-A Certificates
and the Premium Payment pursuant to Paragraph first Clause (A) of Section
4.01(a)(i) on such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group
II-A Certificates pursuant to Paragraph first Clause (B) of Section 4.01(a)(i)
on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs first, fourth, seventh, tenth, thirteenth and sixteenth
of Section 4.01(a)(ii) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the
first Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Non-PO Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the
Original Class B-4 Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO
Principal Balance. As to the first Distribution Date, the Original Class B-5
Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not
a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trust Administrator, substantially in the form of Exhibit E
hereto, as the same may be amended or modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trust Administrator or any Person directly
or indirectly controlling or controlled by or under common control of the Trust
Administrator. Neither a Servicer, nor the Seller nor the Master Servicer nor
any Person directly or indirectly controlling or controlled by or under common
control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans is as set forth in Section 11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deceased Holder: A Beneficial Owner of a Class I-A-9 Certificate who
was living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.07(b), and with respect to which the Trust
Administrator has received through the Clearing Agency evidence of death
satisfactory to the Trust Administrator and any tax waivers requested by the
Trust Administrator.
Deficiency Amount: With respect to the Class I-A-9 Certificates on
each Distribution Date, the sum of (i) the Class I-A-9 Interest Loss Amount for
such Distribution Date and (ii) the Class I-A-9 Principal Loss Amount for such
Distribution Date.
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 I-A-8 Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class I-A-8 Certificates, the amount specified on the
face of each such Certificate representing the portion of the Original Notional
Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Group I Discount Mortgage Loan or Group II
Discount Mortgage Loan.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) (determined in the case of the
Class I-A-9 Certificates, without giving effect to the guaranty provided by
MBIA) 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) (determined in the case of the Class I-A-9 Certificates, without
giving effect to the guaranty provided by MBIA)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) (determined in the case of the
Class I-A-9 Certificates, without giving effect to the guaranty provided by
MBIA) 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) (determined in the
case of the Class I-A-9 Certificates, without giving effect to the guaranty
provided by MBIA) 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) (determined in the case of the Class I-A-9 Certificates, without
giving effect to the guaranty provided by MBIA) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, (i)
if the Aggregate Current Bankruptcy Losses with respect to such Distribution
Date exceed the then-applicable Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Aggregate
Current Bankruptcy Losses over the then-applicable Bankruptcy Loss Amount,
divided by (b) the Aggregate Current Bankruptcy Losses or (ii) if the Aggregate
Current Bankruptcy Losses with respect to such Distribution Date are less than
or equal to the then-applicable Bankruptcy Loss Amount, then zero. In addition,
any Bankruptcy Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized and as to which Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, (i) if the Aggregate Current Fraud Losses with respect to such
Distribution Date exceed the then-applicable Fraud Loss Amount, then the portion
of such Fraud Loss represented by the ratio of (a) the excess of the Aggregate
Current Fraud Losses over the then-applicable Fraud Loss Amount, divided by (b)
the Aggregate Current Fraud Losses, or (ii) if the Aggregate Current Fraud
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Fraud Loss Amount, then zero. In addition, any Fraud Loss
occurring with respect to a Mortgage Loan on or after the Subordination
Depletion Date will be an Excess Fraud Loss.
Excess Loss: Collectively any Excess Bankruptcy Losses, Excess Fraud
Losses and Excess Special Hazard Losses.
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 Group I-A Certificates and Class B Certificates is June 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. The Final Scheduled
Maturity Date for each Class of Group II-A Certificates is June 25, 2016.
Fitch: Fitch, Inc., or its successors in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than (i) for the Group I
Mortgage Loans, the sum of (a) 6.750%, (b) the applicable Servicing Fee Rate and
(c) the Master Servicing Fee Rate and (ii) for the Group II Mortgage Loans, the
sum of (a) 6.500%, (b) the applicable Servicing Fee Rate and (c) the Master
Servicing Fee Rate, which will be determined on a loan by loan basis and will
equal the Mortgage Interest Rate on each Mortgage Loan minus the rate described
in clause (i) or (ii), as applicable, which is not assigned to and not part of
the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus (i) for the Group I Mortgage Loans, the sum of (a)
6.750%, (b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee
Rate or (ii) for the Group II Mortgage Loans, the sum of (a) 6.500%, (b) the
applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate.
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 $13,514,543.56 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.
Group: The Group I-A Certificates or the Group II-A Certificates.
Group Subordinate Amount: Either of the Group I Subordinate Amount or
the Group II Subordinate Amount.
Group I Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage
Loans minus the sum of (i) all amounts in respect of principal received in
respect of the Group I Mortgage Loans (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts
and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group I
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group I Mortgage Loans from the Cut-Off Date through
the end of the period corresponding to the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Group I Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group I Mortgage Loans: the product
of (i) the PO Fraction for each such Group I Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group I Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses incurred on such Group I Mortgage Loans
for which Liquidation Proceeds were received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Group I Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group I Aggregate Non-PO Principal Balance: The sum of the Class A
Non-PO Principal Balance for Group I and the Group I Subordinate Amount.
Group I Apportioned Interest Percentage: As to any Distribution Date
and any Class of Group I-A Certificates or Class B Certificates, the percentage
calculated by dividing (a) in the case of a Class of Group I-A Certificates, the
Interest Accrual Amount (determined without regard to clause (ii) of the
definition thereof) and in the case of a Class of Class B Certificates, the
Apportioned Interest Accrual Amount for the Group I Apportioned Principal
Balance of such Class by (b) the sum of (i) the Group I Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Interest
Accrual Amount) and (ii) the Premium Payment (determined without regard to
clause (ii) of the definition thereof).
Group I Apportioned Principal Balance: As to any Distribution Date and
any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group I Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group I Class B Percentage: Any one of the Group I Class B-1
Percentage, Group I Class B-2 Percentage, Group I Class B-3 Percentage, Group I
Class B-4 Percentage, Group I Class B-5 Percentage or Group I Class B-6
Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class B-1
Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class
B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I
Class B-5 Prepayment Percentage or Group I Class B-6 Prepayment Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group I Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group I Class B-1 Prepayment Percentage: As to any Distribution Date,
the percentage calculated by multiplying the Group I Subordinated Prepayment
Percentage by either (i) if any Class B Certificates (other than the Class B-1
Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group I Class B-2 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-2 Percentage for such Distribution Date will be zero.
Group I Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-3 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-3 Percentage for such Distribution Date will be zero.
Group I Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-4 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-4 Percentage for such Distribution Date will be zero.
Group I Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-5 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-5 Percentage for such Distribution Date will be zero.
Group I Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-6 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-6 Percentage for such Distribution Date will be zero.
Group I Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a Net
Mortgage Interest Rate of less than 6.750%.
Group I Interest Accrual Amount: As to any Distribution Date, the sum
of the Group I-A Interest Accrual Amount and the Apportioned Interest Accrual
Amounts for the Group I Apportioned Principal Balances of the Class B
Certificates.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1A,
F-2 and F-3A attached hereto.
Group I Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group I-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group I Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group I Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group I Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group I
Mortgage Loans made by the Master Servicer or the Trust Administrator pursuant
to Section 3.03, and (iii) all other amounts (including any Insurance Proceeds
and Compensating Interest) with respect to a Group I Mortgage Loan required to
be placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trust Administrator on or prior
to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master Servicer
or the Trust Administrator has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by
the Master Servicer or the Trust Administrator;
(c) those portions of each payment of interest on a particular Group I
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group I Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers with
respect to Group I Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or following
the Determination Date in the month in which such Distribution Date occurs
and the difference between the unpaid principal balance of a Group I
Mortgage Loan substituted for a Group I Mortgage Loan pursuant to Sections
2.02, 2.03 or 2.06 on or following the Determination Date in the month in
which such Distribution Date occurs and the unpaid principal balance of
such Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect
to any Group I Mortgage Loan which represents any unpaid Servicing Fee or
Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group I Mortgage Loans, to the extent not covered
by clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Liquidation Profits in respect of Group I Mortgage Loans;
(k) Month End Interest in respect of Group I Mortgage Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in respect
of Group I Mortgage Loans.
Group I Pool Scheduled Principal Balance: As to any Distribution Date,
the aggregate Scheduled Principal Balances of all Group I Mortgage Loans that
were Outstanding Mortgage Loans on the Due Date in the month preceding the month
of such Distribution Date.
Group I Scheduled Principal Amount: The sum for each outstanding Group
I Mortgage Loan (including each defaulted Group I Mortgage Loan with respect to
which the related Mortgaged Property has been acquired by the Trust Estate) of
the product of (A) the Non-PO Fraction for such Mortgage Loan and (B) the sum of
the amounts described in clauses Iy(i) and Iy(iv) of the definition of Group I-A
Non-PO Optimal Principal Amount, but without such amount being multiplied by the
Group I-A Percentage.
Group I Subordinate Amount: As to any Distribution Date, the excess of
(i) the Group I Pool Balance (Non-PO Portion) over (ii) the Group I-A Non-PO
Principal Balance.
Group I Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group I-A
Prepayment Percentage for such date.
Group I Unscheduled Principal Amount: The sum for each outstanding
Group I Mortgage Loan (including each defaulted Group I Mortgage Loan with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses Iy(ii) and Iy(iii) of the definition
of Group I-A Non-PO Optimal Principal Amount, but without such amount being
multiplied by the applicable Group I-A Prepayment Percentage.
Group II Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group II Mortgage
Loans minus the sum of (i) all amounts in respect of principal received in
respect of the Group II Mortgage Loans (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts
and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group II
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group II Mortgage Loans from the Cut-Off Date
through the end of the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Group II Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group II Mortgage Loans: the product
of (i) the PO Fraction for each such Group II Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group II Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses incurred on such Group II Mortgage Loans
for which Liquidation Proceeds were received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Group II Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group II Apportioned Interest Percentage: As to any Distribution Date
and any Class of Group II-A Certificates or Class B Certificates, the percentage
calculated by dividing (a) in the case of a Class of Group II-A Certificates,
the Interest Accrual Amount and in the case of a Class of Class B Certificates,
the Apportioned Interest Accrual Amount for the Group II Apportioned Principal
Balance of such Class by (b) the Group II Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group II Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group II Class B Percentage: Any one of the Group II Class B-1
Percentage, Group II Class B-2 Percentage, Group II Class B-3 Percentage, Group
II Class B-4 Percentage, Group II Class B-5 Percentage or Group II Class B-6
Percentage.
Group II Class B Prepayment Percentage: Any of the Group II Class B-1
Prepayment Percentage, Group II Class B-2 Prepayment Percentage, Group II Class
B-3 Prepayment Percentage, Group II Class B-4 Prepayment Percentage, Group II
Class B-5 Prepayment Percentage or Group II Class B-6 Prepayment Percentage.
Group II Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group II Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group II Class B-1 Prepayment Percentage: As to any Distribution Date,
the percentage calculated by multiplying the Group II Subordinated Prepayment
Percentage by either (i) if any Class B Certificates (other than the Class B-1
Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group II Class B-2 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-2 Percentage for such Distribution Date will be zero.
Group II Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-3 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-3 Percentage for such Distribution Date will be zero.
Group II Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-4 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-4 Percentage for such Distribution Date will be zero.
Group II Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-5 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-5 Percentage for such Distribution Date will be zero.
Group II Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-6 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-6 Percentage for such Distribution Date will be zero.
Group II Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a Net
Mortgage Interest Rate of less than 6.500%.
Group II Interest Accrual Amount: As to any Distribution Date, the sum
of the Group II-A Interest Accrual Amount and the Apportioned Interest Accrual
Amounts for the Group II Apportioned Principal Balances of the Class B
Certificates.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibits F-1B
and F-3B attached hereto.
Group II Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group II Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group II Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group II-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group II Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group II Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group II Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group II
Mortgage Loans made by the Master Servicer or the Trust Administrator pursuant
to Section 3.03 and (iii) all other amounts (including any Insurance Proceeds
and Compensating Interest) with respect to a Group II Mortgage Loan required to
be placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trust Administrator on or prior
to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group II Mortgage Loan and respecting which the Master
Servicer or the Trust Administrator has made one or more unreimbursed
Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by
the Master Servicer or the Trust Administrator;
(c) those portions of each payment of interest on a particular Group
II Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group II Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers with
respect to Group II Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or following
the Determination Date in the month in which such Distribution Date occurs
and the difference between the unpaid principal balance of a Group II
Mortgage Loan substituted for a Group II Mortgage Loan pursuant to Sections
2.02, 2.03 or 2.06 on or following the Determination Date in the month in
which such Distribution Date occurs and the unpaid principal balance of
such Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect
to any Group II Mortgage Loan which represents any unpaid Servicing Fee or
Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group II Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be deposited
in the Certificate Account under this Agreement;
(j) Liquidation Profits in respect of Group II Mortgage Loans;
(k) Month End Interest in respect of Group II Mortgage Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in respect
of Group II Mortgage Loans.
Group II Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group II Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group II Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group II Pool Balance (Non-PO Portion) over (ii) the Group II-A
Non-PO Principal Balance.
Group II Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group II-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9,
Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class
I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class I-A-19, Class I-A-20,
Class I-A-21, Class I-A-22, Class I-A-23, Class I-A-24, Class I-A-25, Class
I-A-26, Class I-A-27, Class I-A-28, Class I-A-29, Class I-A-30, Class I-A-31,
Class I-A-32, Class I-A-33, Class I-A-34, Class I-A-35, Class I-A-36, Class
I-A-37, Class I-A-38, Class I-A-39, Class I-A-40, Class I-A-41, Class I-A-42,
Class I-A-43, Class I-A-44, Class I-A-PO, Class I-A-R or Class I-A-LR
Certificate.
Group I-A Distribution Amount: As to any Distribution Date and any
Class of Group I-A Certificates (other than the Class I-A-PO Certificates), the
amount distributable to such Class of Group I-A Certificates pursuant to
Paragraphs first Clause (A), second Clause (A) and third Clause (A)(1) of
Section 4.01(a)(i). As to any Distribution Date and the Class I-A-PO
Certificates, the amount distributable to the Class I-A-PO Certificates pursuant
to Paragraphs third Clause (A)(2) and fourth Clause (A) of Section 4.01(a)(i) on
such Distribution Date.
Group I-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Class I-A Certificates with respect
to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the sum of (a) the Group I-A Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount) and (b) the Premium Payment (determined without regard
to clause (ii) of the definition of Premium Payment).
Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first Clause (A) of Section 4.01(a)(i).
Group I-A Loss Denominator: As to any Determination Date, an amount
equal to the Group I-A Non-PO Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any Class
of Group I-A Certificates (other than the Class I-A-PO Certificates), the
percentage calculated by dividing the Principal Balance of such Class by the
Group I-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group I-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Group I-A Interest Accrual Amount, (ii)
the Aggregate Group I-A Unpaid Interest Shortfall, (iii) the Premium Payment,
(iv) the Premium Unpaid Shortfall and (v) the Group I-A Non-PO Optimal Principal
Amount.
Group I-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group I Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Group I-A Percentage of (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 Group I-A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I-A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I-A Prepayment Percentage of the Non-PO Recovery for Loan
Group I for such Distribution Date.
Group I-A Non-PO Principal Balance: As of any date, an amount equal to
the Group I-A Principal Balance less the Principal Balance of the Class I-A-PO
Certificates.
Group I-A Non-PO Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group I-A
Certificates pursuant to Paragraph third Clause (A)(1) of Section 4.01(a)(i).
Group I-A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Group I-A Non-PO Principal Balance
(determined as of the Determination Date preceding such Distribution Date) by
the Group I Pool Balance (Non-PO Portion). As to any Distribution Date occurring
subsequent to the Subordination Depletion Date, 100% or such lesser percentage
which will cause the Group I-A Non-PO Principal Balance to decline to zero
following the distribution made on such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in May 2006, 100%. As to any Distribution Date
subsequent to May 2006 to and including the Distribution Date in May 2007, the
Group I-A Percentage as of such Distribution Date plus 70% of the Group I
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to May 2007 to and including the Distribution Date in May 2008,
the Group I-A Percentage as of such Distribution Date plus 60% of the Group I
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to May 2008 to and including the Distribution Date in May 2009,
the Group I-A Percentage as of such Distribution Date plus 40% of the Group I
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to May 2009 to and including the Distribution Date in May 2010,
the Group I-A Percentage as of such Distribution Date plus 20% of the Group I
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to May 2010, the Group I-A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to Holders of Group I-A Certificates on any Distribution Date of
the Group I-A Prepayment Percentage provided above of Unscheduled Principal
Receipts distributable on such Distribution Date would reduce the Group I-A
Non-PO Principal Balance below zero, the Group I-A Prepayment Percentage for
such Distribution Date shall be the percentage necessary to bring the Group I-A
Non-PO Principal Balance to zero and thereafter the Group I-A Prepayment
Percentage shall be zero and (ii) if the Group I-A Percentage or Group II-A
Percentage as of any Distribution Date is greater than the Original Group I-A
Percentage or Original Group II-A Percentage, respectively, the Group I-A
Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding
the foregoing, with respect to any Distribution Date on which the following
criteria are not met, the reduction of the Group I-A Prepayment Percentage
described in the second through sixth sentences of this definition of Group I-A
Prepayment Percentage shall not be applicable with respect to such Distribution
Date. In such event, the Group I-A Prepayment Percentage for such Distribution
Date will be determined in accordance with the applicable provision, as set
forth in the first through fifth sentences above, which was actually used to
determine the Group I-A Prepayment Percentage for the Distribution Date
occurring in the May preceding such Distribution Date (it being understood that
for the purposes of the determination of the Group I-A Prepayment Percentage for
the current Distribution Date, the current Group I-A Percentage and Group I
Subordinated Percentage shall be utilized). No reduction in either the Group I-A
Prepayment Percentage or the Group II-A Prepayment Percentage referred to in the
second through sixth sentences hereof or the definition of "Group II-A
Prepayment Percentage" shall be applicable, with respect to any Distribution
Date if (a) the average outstanding principal balance on such Distribution Date
and for the preceding five Distribution Dates on the Group I Mortgage Loans or
Group II 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 Group I Subordinate
Amount or Group II Subordinate Amount, as applicable or (b) cumulative Realized
Losses on the Group I Mortgage Loans or the Group II Mortgage Loans exceed (1)
30% of the Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including June 2006 and May 2007 (2) 35% of the Original Group I
Subordinated Principal Balance or Original Group II Subordinated Principal
Balance if such Distribution Date occurs between and including June 2007 and May
2008, (3) 40% of the Original Group I Subordinated Principal Balance or Original
Group II Subordinated Principal Balance, as applicable, if such Distribution
Date occurs between and including June 2008 and May 2009, (4) 45% of the
Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including June 2009 and May 2010, and (5) 50% of the Original Group
I Subordinated Principal Balance or Original Group II Subordinated Principal
Balance, as applicable, if such Distribution Date occurs during or after June
2010. With respect to any Distribution Date on which the Group I-A Prepayment
Percentage is reduced below the Group I-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trust Administrator,
based upon information provided by each Servicer as to the Mortgage Loans
serviced by it that the criteria set forth in the preceding sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Group I-A Certificates.
Group I-A Shortfall Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the Class
A Unpaid Interest Shortfall for such Class by the Aggregate Group I-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group II-A Certificate: Any Class II-A-1 and Class II-A-PO
Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates (other than the Class II-A-PO Certificates),
the amount distributable to such Class of Group II-A Certificates pursuant to
Paragraphs first Clause (B), second Clause (B) and third Clause (B)(1) of
Section 4.01(a)(i). As to any Distribution Date and the Class II-A-PO
Certificates, the amount distributable to the Class II-A-PO Certificates
pursuant to Paragraphs third Clause (B)(2) and fourth Clause (B) of Section
4.01(a)(i) on such Distribution Date.
Group II-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Group II-A Certificates
with respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group II-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group II-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first Clause (B) of Section 4.01(a)(i).
Group II-A Loss Denominator: As to any Determination Date, an amount
equal to the Group II-A Non-PO Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and any Class
of Group II-A Certificates (other than the Class II-A-PO Certificates), the
percentage calculated by dividing the Principal Balance of such Class by the
Group II-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group II-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group II-A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Group II-A Interest Accrual Amount, (ii)
the Aggregate Group II-A Unpaid Interest Shortfall and (iii) the Group II-A
Non-PO Optimal Principal Amount.
Group II-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group II Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Group II-A Percentage of (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 Group II-A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group II-A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group II-A Prepayment Percentage of the Non-PO Recovery for Loan
Group II for such Distribution Date.
Group II-A Non-PO Principal Balance: As of any date, an amount equal
to the Group II-A Principal Balance less the Principal Balance of the Class
II-A-PO Certificates.
Group II-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group II-A Certificates pursuant to Paragraph third Clause (B)(1) of Section
4.01(a)(i).
Group II-A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Group II-A Non-PO Principal Balance
(determined as of the Determination Date preceding such Distribution Date) by
the Group II Pool Balance (Non-PO Portion). As to any Distribution Date
occurring subsequent to the Subordination Depletion Date, 100% or such lesser
percentage which will cause the Group II-A Non-PO Principal Balance to decline
to zero following the distribution made on such Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in May 2006, 100%. As to any Distribution Date
subsequent to May 2006 to and including the Distribution Date in May 2007, the
Group II-A Percentage as of such Distribution Date plus 70% of the Group II
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to May 2007 to and including the Distribution Date in May 2008,
the Group II-A Percentage as of such Distribution Date plus 60% of the Group II
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to May 2008 to and including the Distribution Date in May 2009,
the Group II-A Percentage as of such Distribution Date plus 40% of the Group II
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to May 2009 to and including the Distribution Date in May 2010,
the Group II-A Percentage as of such Distribution Date plus 20% of the Group II
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to May 2010, the Group II-A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to Holders of Group II-A Certificates on any Distribution Date of
the Group II-A Prepayment Percentage provided above of Unscheduled Principal
Receipts distributable on such Distribution Date would reduce the Group II-A
Non-PO Principal Balance below zero, the Group II-A Prepayment Percentage for
such Distribution Date shall be the percentage necessary to bring the Group II-A
Non-PO Principal Balance to zero and thereafter the Group II-A Prepayment
Percentage shall be zero and (ii) if the Group I-A Percentage or Group II-A
Percentage as of any Distribution Date is greater than the Original Group I-A
Percentage or Original Group II-A Percentage, respectively, the Group II-A
Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding
the foregoing, with respect to any Distribution Date on which the following
criteria are not met, the reduction of the Group II-A Prepayment Percentage
described in the second through sixth sentences of this definition of Group II-A
Prepayment Percentage shall not be applicable with respect to such Distribution
Date. In such event, the Group II-A Prepayment Percentage for such Distribution
Date will be determined in accordance with the applicable provision, as set
forth in the first through fifth sentences above, which was actually used to
determine the Group II-A Prepayment Percentage for the Distribution Date
occurring in the May preceding such Distribution Date (it being understood that
for the purposes of the determination of the Group II-A Prepayment Percentage
for the current Distribution Date, the current Group II-A Percentage and Group
II Subordinated Percentage shall be utilized). No reduction in either the Group
I-A Prepayment Percentage or the Group II-A Prepayment Percentage referred to in
the second through sixth sentences hereof or the definition of "Group I-A
Prepayment Percentage" shall be applicable, with respect to any Distribution
Date if (a) the average outstanding principal balance on such Distribution Date
and for the preceding five Distribution Dates on the Group I Mortgage Loans or
Group II 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 Group I Subordinate
Amount or Group II Subordinate Amount, as applicable or (b) cumulative Realized
Losses on the Group I Mortgage Loans or the Group II Mortgage Loans exceed (1)
30% of the Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including June 2006 and May 2007 (2) 35% of the Original Group I
Subordinated Principal Balance or Original Group II Subordinated Principal
Balance if such Distribution Date occurs between and including June 2007 and May
2008, (3) 40% of the Original Group I Subordinated Principal Balance or Original
Group II Subordinated Principal Balance, as applicable, if such Distribution
Date occurs between and including June 2008 and May 2009, (4) 45% of the
Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including June 2009 and May 2010, and (5) 50% of the Original Group
I Subordinated Principal Balance or Original Group II Subordinated Principal
Balance, as applicable, if such Distribution Date occurs during or after June
2010. With respect to any Distribution Date on which the Group II-A Prepayment
Percentage is reduced below the Group II-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trust Administrator,
based upon information provided by each Servicer as to the Mortgage Loans
serviced by it that the criteria set forth in the preceding sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class II-A-1 Certificates and Class
II-A-PO Certificates.
Group II-A Shortfall Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Group II-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group A Non-PO Principal Balance: Any of the Group I-A Non-PO
Principal Balance and Group II-A Non-PO Principal Balance.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Individual Class I-A-9 Certificate: A Class I-A-9 Certificate which
evidences $1,000 Original Principal Balance.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Insured Payment: The sum of (i) as of any Distribution Date, any
Deficiency Amount and (ii) any Preference Amount.
Interest Accrual Amount: As to any Distribution Date and any Class of
Class A Certificates (other than the Class I-A-PO and Class II-A-PO
Certificates), (i) the product of (a) 1/12th of the Class A Pass-Through Rate
for such Class and (b) the Principal Balance or Notional Amount of such Class as
of the Determination Date immediately preceding such Distribution Date minus
(ii) the sum of (A) the Group I Apportioned Interest Percentage or Group II
Apportioned Interest Percentage, as applicable, of such Class of the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses attributable to Group I Mortgage Loans or Group II Mortgage
Loans, respectively, with respect to such Distribution Date allocated pursuant
to Section 4.02(e), (B) the Group I-A Interest Percentage or Group II-A Interest
Percentage of the interest portion of any Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
allocated to the Group I-A Certificates and the Premium Payment or to the Group
II-A Certificates, as applicable, on or after the Subordination Depletion Date
pursuant to Section 4.02(e) and (C) the Class A Interest Percentage of such
Class of any Non-Supported Interest Shortfall allocated to the Class A
Certificates and the Premium Payment with respect to such Distribution Date. The
Class I-A-PO and Class II-A-PO Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an
amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the sum of (A) the Class B Interest Percentage of
such Class of any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (B) the Group I
Apportioned Interest Percentage or Group II Apportioned Interest Percentage, as
applicable, of such Class of the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses attributable to the
Group I Mortgage Loans or Group II Mortgage Loans, respectively, with respect to
such Distribution Date allocated pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trust Administrator
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage Loan
that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Living Holder: Beneficial Holder of a Class I-A-9 Certificate other
than a Deceased Holder.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group: Any of Loan Group I or Loan Group II.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(iii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the insurance policies,
if any, relating to a Mortgage Loan and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Xxxxx Fargo Bank Minnesota, National Association, or
its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.22.
MBIA: MBIA Insurance Corporation, a New York-domiciled stock insurance
company, or any successor thereto.
MBIA Contact Person: The officer designated by the Master Servicer to
provide information to MBIA pursuant to Section 4.08(g). The initial MBIA
Contact Person is appointed in Section 11.23.
MBIA Default: The existence and continuance of any of the following:
(a) MBIA fails to make a payment required under the Policy in
accordance with its terms;
(b) MBIA (A) files any petition or commences any case or proceeding
under any provision or similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization, (B) makes a general
assignment for the benefit of its creditors, or (C) has an order for relief
entered against it under the United States Bankruptcy Code or any similar
federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization which is final and nonappealable; or
(c) a court of competent jurisdiction, the New York Department of
Insurance or other competent regulatory authority enters a final and
nonappealable order, judgment or decree (1) appointing a custodian, trustee,
agent or receiver for MBIA or for all or any material portion of its property or
(2) authorizing the taking of possession by a custodian, trustee, agent or
receiver of MBIA (or the taking of possession of all or any material portion of
the property of MBIA).
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.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan
purchase agreement dated as of April 1, 1998 between Xxxxxxx Xxxxx Credit
Corporation, as seller, and Xxxxx Fargo Funding, Inc., as purchaser.
Month End Interest: As defined in each Servicing Agreement or with
respect to the Cendant Servicing Agreement, the amount defined as "Compensating
Interest".
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).
Month End Interest: As defined in each Servicing Agreement.
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 100sm Pledge Agreement: As defined in the Cendant Servicing
Agreement.
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 May 25, 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-1A, F-1B, F-2, F-3A and F-3B, which list may be amended following
the Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to
Sections 2.02, 2.03 or 2.06 and which list shall set forth at a minimum the
following information of the close of business on the Cut-Off Date (or, with
respect to Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield Rate, if applicable; and
(xvi) for each Other Servicer Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to
the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Sections 2.02, 2.03 and 2.06, in each case as
from time to time are included in the Trust Estate as identified in the Mortgage
Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the applicable Servicing Fee Rate, as set forth in Section 11.21 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.22 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Group I or Group II Mortgage
Loan, the lesser of (i) 1.00 and (ii) the quotient obtained by dividing the Net
Mortgage Interest Rate for such Mortgage Loan by 6.750% or 6.500%, respectively.
Non-PO Recovery: As to any Distribution Date and each Loan Group, the
amount of all Recoveries for Group I Mortgages Loans or Group II Mortgage Loans,
as applicable, received during the Applicable Unscheduled Principal Receipt
Periods for such Distribution Date less the Class I-A-PO Recovery or Class
II-A-PO Recovery, as applicable, for such Distribution Date.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer
determination, an Officer's Certificate of the Master Servicer delivered to the
Trust Administrator, 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 Group I-A
Certificates, the Premium Payment and Group II-A Certificates according to the
percentage obtained by dividing the Group I-A Non-PO Principal Balance or Group
II-A Non-PO Principal Balance, as applicable, by the Aggregate Non-PO Principal
Balance and (b) the Class B Certificates according to the percentage obtained by
dividing the Class B Principal Balance by the Aggregate Non-PO Principal
Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Notice of Nonpayment: The notice to be delivered by the Trust
Administrator to MBIA with respect to any date as to which a claim for an
Insured Payment shall be made, which shall be in the form attached to the
Policy.
Notional Amount: As to any Distribution Date, an amount equal to
1/27th of the Principal Balance of the Class I-A-6 Certificates.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Aggregate Non-PO Principal Balance. The Aggregate Non-PO
Principal Balance as of the Cut-Off Date, as set forth in Section 11.06.
Original Aggregate Subordinate Percentage: The Aggregate Subordinate
Percentage as of the Cut-Off Date, as set forth in Section 11.07.
Original Group I Subordinated Principal Balance: The aggregate of the
Group I Apportioned Principal Balances of the Class B Certificates as of the
Cut-Off Date, as set forth in Section 11.09.
Original Group II Subordinated Principal Balance: The aggregate of the
Group II Apportioned Principal Balances of the Class B Certificates as of the
Cut-Off Date, as set forth in Section 11.10.
Original Group I-A Percentage: The Group I-A Percentage as of the
Cut-Off Date, as set forth in Section 11.03.
Original Group II-A Percentage: The Group II-A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.08.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-1 Fractional Interest is specified in Section 11.12.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-2 Fractional Interest
is specified in Section 11.13.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-3 Fractional Interest is specified in Section 11.14.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-4 Fractional Interest
is specified in Section 11.15.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance. The Original Class
B-5 Fractional Interest is specified in Section 11.16.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.11.
Original Class B-6 Principal Balance: The Class B-6 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.11.
Original Notional Amount: The Original Notional Amount, as set forth
in Section 11.05(a).
Original Principal Balance: Any of the Original Principal Balances of
the Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.11.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any of the Group I Mortgage Loans
identified in Exhibit F-3A hereto and any of the Group II Mortgage Loans
identified in Exhibit F-3B hereto, as such Exhibits may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Other Servicing Agreements: The Servicing Agreements other than the
WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust Administrator
(or the Custodian, if any) for each Mortgage Loan that contains the documents
specified in the Servicing Agreements (or in the case of each Mortgage Loan
serviced by Cendant Mortgage Corporation, the documents specified in the MLCC
Mortgage Loan Purchase Agreement) 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.
Parent Power(R)Guaranty Agreement for Real Estate: As defined in the
Cendant Servicing Agreement.
Parent Power(R)Guaranty and Security Agreement for Securities Account:
As defined in the Cendant Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than
the Class I-A-8 and Class I-A-9 Certificates) of a Class, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the Original Principal Balance of such Class of Class A
Certificates. With respect to the Class I-A-8 Certificate, the undivided
percentage interest obtained by dividing the original notional amount evidenced
by such Certificate by the Original Notional Amount. With respect to the Class
I-A-9 Certificates, the undivided percentage interest obtained by dividing the
current principal balance of such Certificate by the Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made by
a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Policy: The irrevocable MBIA Insurance Policy No. 35363, including any
endorsements thereto, issued by MBIA with respect to the Class I-A-9
Certificates, in the form attached hereto as Exhibit N.
Policy Payment Account: The account maintained pursuant to Section
4.08(b).
Pool Balance (Non-PO Portion): Any of the Group I Pool Balance (Non-PO
Portion) or Group II Pool Balance (Non-PO Portion).
Pool Scheduled Principal Balance: The sum of the Group I Pool
Scheduled Principal Balance and Group II Pool Scheduled Principal Balance.
Preference Amount: Any amount previously distributed to a Class I-A-9
Certificateholder on the Class I-A-9 Certificates that is recoverable and sought
to be recovered as a voidable preference by a trustee in bankruptcy pursuant to
the United States Bankruptcy Code (11 U.S.C.), as amended from time to time, in
accordance with a final nonappealable order of a court having competent
jurisdiction.
Premium Apportionment Percentage: As to any Distribution Date, the
percentage calculated by dividing (a) the Premium Payment (determined without
regard to clause (ii) of the definition thereof) by (b) the sum of (i) the Group
I Interest Accrual Amount (determined without regard to clause (ii) of the
definition of each Interest Accrual Amount) and (ii) the Premium Payment
(determined without regard to clause (ii) of the definition thereof).
Premium Group Percentage: As to any Distribution Date, the percentage
calculated by dividing the Premium Payment (determined without regard to clause
(ii) of the definition thereof) by the sum of (a) the Group I-A Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount) and (b) the Premium Payment (determined without regard
to clause (ii) of the definition of Premium Payment).
Premium Payment: As to any Distribution Date, (i) the product of (a)
1/12th of 0.050% and (b) the Principal Balance of the Class I-A-9 Certificates
as of the Determination Date immediately preceding such Distribution Date minus
(ii) the sum of (A) the Premium Apportionment Percentage of the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses attributable to Group I Mortgage Loans with respect to such Distribution
Date allocated pursuant to Section 4.02(e), (B) the Premium Group Percentage of
the interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Group
I-A Certificates and the Premium Payment on or after the Subordination Depletion
Date pursuant to Section 4.02(e) and (C) the Premium Percentage of any
Non-Supported Interest Shortfall allocated to the Class A Certificates and the
Premium Payment with respect to such Distribution Date.
Premium Percentage: As to any Distribution Date, the percentage
calculated by dividing the Premium Payment (determined without regard to clause
(ii) of the definition thereof) by the sum of (a) the Group I-A Interest Accrual
Amount, (b) the Group II-A Interest Accrual Amount and (c) the Premium Payment
(determined, in each case, without regard to clause (ii) of the definition of
each Interest Accrual Amount or the Premium Payment, as applicable).
Premium Shortfall Amount: As to any Distribution Date, any amount by
which the Premium Payment with respect to such Distribution Date exceeds the
amount distributed to MBIA on such Distribution Date pursuant to Paragraph first
of Section 4.01(a)(i).
Premium Unpaid Shortfall: As to any Distribution Date, the amount, if
any, by which the aggregate of the Premium Shortfall Amounts for prior
Distribution Dates is in excess of the amounts distributed to MBIA on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i).
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Prepayment Shift
Distribution Date Occurring In Percentage
------------------------------ ----------------
June 2001 through May 2006..................................... 0%
June 2006 through May 2007..................................... 30%
June 2007 through May 2008..................................... 40%
June 2008 through May 2009..................................... 60%
June 2009 through May 2010..................................... 80%
June 2010 and thereafter....................................... 100%
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a)(i) for such
Distribution Date, calculated without regard to such proviso and assuming there
are no Principal Adjustments for such Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates (other than the Class I-A-8 Certificates), the
Original Principal Balance of such Class. As of any subsequent Determination
Date prior to the Subordination Depletion Date and as to any Class of Class A
Certificates (other than the Class I-A-PO and Class II-A-PO Certificates), the
Original Principal Balance of such Class less the sum of (a) all amounts
previously distributed in respect of such Class on prior Distribution Dates (i)
pursuant to Paragraph third clauses (A)(1), (B)(1) and (C)(1) of Section
4.01(a)(i) and from the Rounding Account, (ii) pursuant to Clause (iii) of
Section 4.01(b) and (iii) as a result of a Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to such Class pursuant
to Section 4.02(b). After the Subordination Depletion Date, each such Principal
Balance will also be reduced (if clause (i) is greater than clause (ii)) or
increased (if clause (i) is less than clause (ii)) on each Determination Date by
an amount equal to the product of the Group I-A Loss Percentage or Group II-A
Loss Percentage, as applicable, of such Class and the difference, if any,
between (i) the Group I Non-PO Principal Balance or Group II Non-PO Principal
Balance, as applicable, as of such Determination Date without regard to this
sentence and (ii) the difference between (A) the Group I Adjusted Pool Amount or
Group II Adjusted Pool Amount, as applicable, for the preceding Distribution
Date and (B) the Group I Adjusted Pool Amount (PO Portion) or Group II Adjusted
Pool Amount (PO Portion), as applicable, for the preceding Distribution Date.
The Class I-A-8 Certificates are interest only Certificates and have no
Principal Balance.
As of any subsequent Determination Date prior to the Subordination
Depletion Date and as to the Class I-A-PO and Class II-A-PO Certificates, the
Original Principal Balance of such Class less the sum of (a) all amounts
previously distributed in respect of the Class I-A-PO Certificates on prior
Distribution Dates pursuant to Paragraphs third clause (A)(2) and fourth Clause
(A) of Section 4.01(a)(i), or all amounts previously distributed in respect of
the Class II-A-PO Certificates on prior Distribution Dates pursuant to
Paragraphs third clause (B)(2) and fourth Clause (B) of Section 4.01(a)(i), as
applicable, and (b) the Realized Losses allocated through such Determination
Date to the Class I-A-PO or Class II-A-PO Certificates, as applicable, pursuant
to Section 4.02(b). After the Subordination Depletion Date, the Group I Adjusted
Pool Amount (PO Portion) or Group II Adjusted Pool Amount (PO Portion), as
applicable, for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class
B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
Notwithstanding the foregoing, no Principal Balance of a Class will be
increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance less all amounts previously
distributed in respect of such Class on prior Distribution Dates pursuant to
Paragraph third Clauses (A)(1), (B)(1) or (C)(1) of Section 4.01(a)(i),
Paragraph third Clauses (A)(2), (B)(2) or (C)(2) of Section 4.01(a)(i), or
Paragraphs third, sixth, ninth, twelfth, fifteenth or eighteenth of Section
4.01(a)(ii).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date, the lesser of (i) the
Principal Balance of the Class I-A-4 Certificates and (ii) the sum of (A) the
product of (1) the Priority Percentage, (2) the Shift Percentage and (3) the
Group I Scheduled Principal Amount and (B) the product of the Priority
Percentage, (2) the Prepayment Shift Percentage and (3) the Group I Unscheduled
Principal Amount.
Priority Percentage: The Principal Balance of the Class I-A-4
Certificates divided by the Group I Aggregate Non-PO Principal Balance.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the
Code.
Prospectus: The prospectus dated May 17, 2001 as supplemented by the
prospectus supplement dated May 17, 2001, relating to the Class A, Class B-1,
Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates (other than the
Class I-A-R and Class I-A-LR Certificates) are Xxxxx'x and Fitch. The Rating
Agency for the Class I-A-R, Class I-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 Trust Administrator, the Trustee, MBIA and the
Master Servicer. References herein to the highest short-term rating category of
a Rating Agency shall mean P-1 in the case of Xxxxx'x and F-1+ in the case of
Fitch 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 rating without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated
Loan Losses (including Special Hazard Losses and Fraud Losses) incurred on
Liquidated Loans for which the Liquidation Proceeds were received during the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts with respect to such Distribution Date and (ii) Bankruptcy
Losses incurred during the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Record Date: The last Business Day of the month preceding the month of
the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate. The
Reserve Fund, the Policy and the Policy Payment Account are not part of either
REMIC.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Reserve Fund: The separate non-interest bearing trust account
established with the Trust Administrator and maintained by the Trust
Administrator pursuant to Section 4.06 for the benefit of the Class I-A-9
Certificateholders and MBIA. The Reserve Fund shall be an Eligible Account.
Reserve Withdrawal: With respect to any Distribution Date, the lesser
of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class I-A-9 Certificates and
the Premium Payment.
Responsible Officer: When used with respect to the Trustee or the
Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator 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.
Rounding Account: The special account established with the Trust
Administrator and maintained by the Trust Administrator pursuant to Section
4.07(e). The Rounding Account shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the amount, if
any, required to be withdrawn from the Rounding Account pursuant to Section
4.07(e).
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution
Date, the principal balance of such Mortgage Loan as of the Due Date in the
month preceding the month of such Distribution Date as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Xxxxx Fargo Asset Securities Corporation, or its successor in
interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of WFHM, National City Mortgage Co., Countrywide Home
Loans, Inc., First Union Mortgage Corporation, First Nationwide Mortgage
Corporation, First Horizon Home Loan Corporation, HSBC Mortgage Corporation
(USA), HomeSide Lending, Inc., Fleet Mortgage Corp., Chase Manhattan Mortgage
Corporation, Washington Mutual Bank, FA, The Huntington Mortgage Company,
Hibernia National Bank, Colonial Savings, F.A., Columbia National, Inc.,
SunTrust Mortgage, Inc., Cendant Mortgage Corporation, Chevy Chase Bank, F.S.B.
and Fleet Mortgage Corp., 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 11.21.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Shift
Distribution Date Occurring In Percentage
------------------------------ ----------
June 2001 through May 2006............................................ 0%
June 2006 and thereafter.............................................. 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.20.
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, the Trust Administrator or the Servicer or any of their
agents or employees; or
(3) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $6,757,271.78 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and or
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.
Subordination Depletion Date: The Distribution Date preceding the
first Distribution Date on which each of the Group I-A Percentage and Group II-A
Percentage (in each case, determined pursuant to clause (ii) of the definition
thereof) equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Subordination Depletion Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of such
Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of
the month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
Surety Bond: The Surety Bond, as defined in the Cendant Servicing
Agreement.
Trust Administrator: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trust Administrator, on behalf of
the Trustee, to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement and property which secured a Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure, all of the Seller's
right, title and interest in and to each Mortgage 100SM Pledge Agreement, each
Parent Power(R) Guaranty and Security Agreement for Securities Account and each
Parent Power(R) Guaranty Agreement for Real Estate with respect to each
Additional Collateral Mortgage Loan, the Reserve Fund, the Rounding Account, the
Policy Payment Account and the rights of the Trustee and Trust Administrator
under the Policy.
Trustee: United States Trust Company of New York, or any successor
trustee appointed as herein provided.
Uncertificated Lower-Tier Interest: Any of the Class I-A-L1 Interest,
the Class I-A-L6 Interest, the Class I-A-L9 Interest, the Class I-A-LPO
Interest, the Class I-A-LUR Interest, the Class II-A-L1 Interest, the Class
II-A-LPO 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.
Type I Mortgage Loan: Any of the Group I Mortgage Loans identified in
Exhibit F-1A hereto and any of the Group II Mortgage Loans identified in Exhibit
F-1B hereto, as such Exhibits may be amended from time to time in connection
with a substitution pursuant to Sections 2.02 or 2.06, serviced under the WFHM
Servicing Agreement and having a Mid-Month Receipt Period with respect to all
types of Unscheduled Principal Receipts.
Type 2 Mortgage Loan: Any of the Group I Mortgage Loans identified in
Exhibit F-2, 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.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class I-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 I-A-8 Certificates
will be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Group I-A
Principal Balance, the Group II-A Principal Balance and the Class B Principal
Balance. Each Certificateholder of a Class will have a Voting Interest equal to
the product of the Voting Interest to which such Class is collectively entitled
and the Percentage Interest in such Class represented by such Holder's
Certificates. With respect to any provisions hereof providing for action,
consent or approval of each Class of Certificates or specified Classes of
Certificates, each Certificateholder of a Class will have a Voting Interest in
such Class equal to such Holder's Percentage Interest in such Class.
For so long as no MBIA Default has occurred and is continuing, MBIA
shall be entitled to exercise on behalf of the Holders of the Class I-A-9
Certificates the Voting Interest of such Class unless MBIA has consented in
writing to the exercise of such Voting Interests by such Holders.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
WFHM: Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.
WFHM Correspondents: The entities listed on the Mortgage Loan
Schedule, from which WFHM purchased the Mortgage Loans.
WFHM Servicing Agreement: The Servicing Agreement providing for the
servicing of the Type 1 Mortgage Loans and Type 2 Mortgage Loans initially by
WFHM.
SECTION 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, MBIA, the Seller nor the Master Servicer
shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
(a) Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates and MBIA any
benefit or any legal or equitable right, power, remedy or claim under this
Agreement.
(b) For so long as no MBIA Default has occurred and is continuing,
MBIA shall be a third party beneficiary to this Agreement to the extent of its
rights hereunder and the rights of the Holders of the Class I-A-9 Certificates.
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, (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each Additional Collateral Mortgage Loan and (e) proceeds of all
the foregoing.
In connection with such assignment, the Seller shall, with respect to
each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator, on behalf of the Trustee, or any prior assignment is in the
process of being recorded on the Closing Date, the Seller shall deliver a copy
thereof, certified by WFHM or the applicable WFHM Correspondent to be a true and
complete copy of the document sent for recording, and the Seller shall use its
best efforts to cause each such original recorded document or certified copy
thereof to be delivered to the Trust Administrator promptly following its
recordation, but in no event later than one (1) year following the Closing Date.
If any Mortgage has been recorded in the name of Mortgage Electronic
Registration System, Inc. ("MERS") or its designee, no assignment of Mortgage in
favor of the Trust Administrator, on behalf of the Trustee, will be required to
be prepared or delivered and instead, the Master Servicer shall take all actions
as are necessary to cause the Trust Estate to be shown as the owner of the
related Mortgage Loan on the records of MERS for the purpose of the system of
recording transfers of beneficial ownership of mortgages maintained by MERS. The
Trust Administrator agrees that any recordation of assignments in the name of
the Trust Administrator shall be on behalf of the Trustee for the benefit of the
Certificateholders. The Seller shall also cause to be delivered to the Trust
Administrator any other original mortgage loan document to be included in the
Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall
pay from its own funds, without any right of reimbursement therefor, the amount
of any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trust Administrator
within one (1) year following the Closing Date any original Mortgage or
assignment of a Mortgage (except with respect to any Mortgage recorded in the
name of MERS) not delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to
the extent set forth in the applicable Servicing Agreement, deliver or cause to
be delivered to the Trust Administrator the assignment of the Mortgage Loan from
the Seller to the Trust Administrator, on behalf of the Trustee, in a form
suitable for recordation, if (i) with respect to a particular state the Trust
Administrator has received an Opinion of Counsel acceptable to it that such
recording is not required to make the assignment effective against the parties
to the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged
Property or (ii) the Seller has been advised by each Rating Agency that
non-recordation in a state will not result in a reduction of the rating assigned
by that Rating Agency at the time of initial issuance of the Certificates. In
the event that the Master Servicer receives notice that recording is required to
protect the right, title and interest of the Trustee in and to any such Mortgage
Loan for which recordation of an assignment has not previously been required,
the Master Servicer shall promptly notify the Trust Administrator and the Trust
Administrator shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trust Administrator)
of its receipt of such notice deliver each previously unrecorded assignment to
the related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee, acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments (unless the
related Mortgage has been registered in the name of MERS or its designee) and
other documents required to be delivered on the Closing Date pursuant to Section
2.01 above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate less any
Fixed Retained Yield through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trust Administrator and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment
(or, in the case of a Mortgage Loan registered in the name of MERS or its
designee, the Master Servicer shall take all necessary action to reflect such
assignment on the records of MERS), in each case without recourse, as shall be
necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trust Administrator, on
behalf of the Trustee and the Trustee on behalf of the Certificateholders. The
failure of the Trust Administrator to give any notice contemplated herein within
forty-five (45) days after the execution of this Agreement shall not affect or
relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this
Section 2.02.
The Trust Administrator may, concurrently with the execution and
delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee, in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER AND
THE SELLER.
(a) The Master Servicer hereby represents and warrants to the Trustee
and the Trust Administrator for the benefit of Certificateholders that, as of
the date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that, as of the date
of execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special assessments
not yet due and payable and liens or interests arising under or as a result
of any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged Property
consists of shares of a cooperative housing corporation, any lien for
amounts due to the cooperative housing corporation for unpaid assessments
or charges or any lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative housing corporation;
and any security agreement, chattel mortgage or equivalent document related
to, and delivered to the Trust Administrator or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien on the
property described therein and the Seller has full right to sell and assign
the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case as
is reflected in an agreement delivered to the Trust Administrator or the
Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the Seller's
knowledge, the Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law); and, to the best of the Seller's knowledge, all parties to the
Mortgage Note and the Mortgage had legal capacity to execute the Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Xxxxxx 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 Trust
Administrator, on behalf of the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be in
full force and effect and inure to the benefit of the Trust Administrator
on behalf of the Trustee, no claims have been made under such mortgagee
title insurance policy, and no prior holder of the related Mortgage,
including the Seller, has done, by act or omission, anything which would
impair the coverage of such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac against loss by fire and
such hazards as are covered under a standard extended coverage endorsement,
in an amount which is not less than the lesser of 100% of the insurable
value of the Mortgaged Property and the outstanding principal balance of
the Mortgage Loan, but in no event less than the minimum amount necessary
to fully compensate for any damage or loss on a replacement cost basis; if
the Mortgaged Property is a condominium unit, it is included under the
coverage afforded by a blanket policy for the project; if upon origination
of the Mortgage Loan, the improvements on the Mortgaged Property were in an
area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B) the full insurable
value of the Mortgaged Property and (C) the maximum amount of insurance
which was available under the National Flood Insurance Act of 1968, as
amended; and each Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage Note
or Mortgage unenforceable, in whole or in part, or subject it to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting in
complete amortization of the Mortgage Loan over a term of not more than 360
months;
(xx) Each Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject to any limitation
arising from any bankruptcy, insolvency or other law for the relief of
debtors), and there is no homestead or other exemption available to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a debtor
in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Xxxxxx Xxx or Xxxxxxx Mac
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor including
the right to full title to the Mortgaged Property in the event foreclosure
proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide the
holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b) allow
the termination of the lease in the event of damage or destruction as long
as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
from being insured (or receiving proceeds of insurance) under the hazard
insurance policy or policies relating to the Mortgaged Property or (d)
permit any increase in rent other than pre-established increases set forth
in the lease; (4) the original term of such lease is not less than 15
years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates
in transferring ownership in residential properties is a widely accepted
practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee, notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and, except for a breach of the
representation and warranty set forth in subsection (b)(i), where such breach is
a result of the Cut-Off Date Principal Balance of a Mortgage Loan being greater,
by $5,000 or greater, than the Cut-Off Date Principal Balance of such Mortgage
Loan indicated on the Mortgage Loan Schedule, that such breach materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement). Within 60 days of the earlier of its discovery or its receipt of
notice of any such breach, the Seller shall cure such breach in all material
respects or shall either (i) repurchase the Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (A) 100%
of the unpaid principal balance of such Mortgage Loan plus (B) accrued interest
at the Net Mortgage Interest Rate for such Mortgage Loan through the last day of
the month in which such repurchase took place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for such Mortgage Loan in the manner described in Section 2.02. The purchase
price of any repurchase described in this paragraph and the Substitution
Principal Amount, if any, plus accrued interest thereon and the other amounts
referred to in Section 2.02, shall be deposited in the Certificate Account. It
is understood and agreed that the obligation of the Seller to repurchase or
substitute for any Mortgage Loan or property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders or the Trust Administrator, on behalf of
the Trustee or the Trustee on behalf of Certificateholders, and such obligation
shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges (i) the assignment to it of the Mortgage
Loans and (ii) the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders. The Trust Administrator acknowledges the delivery of the
Owner Mortgage Loan Files to it, and, concurrently with such delivery has
executed and delivered to or upon the order of the Seller, in exchange for the
Mortgage Loans and Uncertificated Lower-Tier Interests, together with all other
assets included in the definition of "Trust Estate", receipt of which is hereby
acknowledged, Certificates in authorized denominations which, together with the
Uncertificated Lower-Tier Interests, evidence ownership of the entire Trust
Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF STARTUP DAY
AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class I-A-R and Class I-A-LR Certificates) and the Classes of
Class B Certificates as classes of "regular interests" and the Class I-A-R
Certificate as the single class of "residual interest" in the Upper-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Seller hereby further designates the Class I-A-L1 Interest, Class I-A-L6
Interest, Class I-A-L9 Interest, Class I-A-LPO Interest, Class I-A-LUR Interest,
Class II-A-L1 Interest, Class II-A-LPO 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 I-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 REMIC is June
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 Group I or Group II a Substitute Mortgage Loan
meeting the requirements of Section 2.02. Any such substitution shall be carried
out in the manner described in Section 2.02. The Substitution Principal Amount,
if any, plus accrued interest thereon and the other amounts referred to in
Section 2.02, shall be deposited in the Certificate Account.
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer, MBIA 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, any amounts received by it upon the sale of
any Additional Collateral pursuant to the terms of the Mortgage 100SM Pledge
Agreement, the Parent Power(R) Guaranty and Security Agreement for Securities
Account or the Parent Power(R) Guaranty Agreement for Real Estate, or any
amounts received pursuant to the Surety Bond and shall, in addition, deposit
into the Certificate Account the following amounts, in the case of amounts
specified in clause (i), not later than the Distribution Date on which such
amounts are required to be distributed to Certificateholders and, in the case of
the amounts specified in clause (ii), not later than the Business Day next
following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trust Administrator, if any and any amounts deemed received
by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Sections 2.02, 2.03 or 3.08 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the either of the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed
to have received from a Servicer on the applicable Remittance Date for such
funds all amounts deposited by such Servicer into the Custodial Account for P&I
maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals from
the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such right
to reimbursement pursuant to this subclause (i) being limited to amounts
received on or in respect of particular Mortgage Loans (including, for this
purpose, Liquidation Proceeds, REO Proceeds and proceeds from the purchase,
sale, repurchase or substitution of Mortgage Loans pursuant to Sections
2.02, 2.03, 2.06, 3.08 or 9.01) respecting which any such Periodic Advance
was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to
the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's Servicing
Agreement, provided such expenses are "unanticipated" within the meaning of
the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Liquidation
Proceeds allocable to interest the amount of any unpaid Master Servicing
Fee or Servicing Fee (as adjusted pursuant to the related Servicing
Agreement) and any unpaid assumption fees, late payment charges or other
Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xii) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xiii) to pay to WFHM from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, the Fixed Retained Yield, if any, with respect to
such Mortgage Loan; provided, however, that with respect to any payment of
interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUST ADMINISTRATOR.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In addition, if under the terms
of an Other Servicing Agreement, the applicable Servicer is not required to made
Periodic Advances on a Mortgage Loan or REO Mortgage Loan through the
liquidation of such Mortgage Loan or REO Mortgage Loan, the Master Servicer to
the extent provided hereby shall make the Periodic Advances thereon during the
period the Servicer is not obligated to do so. In the event WFHM fails to make
any required Periodic Advances of principal and interest on a Mortgage Loan as
required by the WFHM Servicing Agreement prior to the Distribution Date
occurring in the month during which such Periodic Advance is due, the Trust
Administrator shall, to the extent required by Section 8.15, make such Periodic
Advance to the extent provided hereby, provided that the Trust Administrator has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trust Administrator
with respect to any such Distribution Date (i) the amount of Periodic Advances
required of WFHM or such Other Servicer, as the case may be, (ii) the amount
actually advanced by WFHM or such Other Servicer, (iii) the amount that the
Trust Administrator or Master Servicer is required to advance hereunder
including any amount the Master Servicer is required to advance pursuant to the
second sentence of this Section 3.03(a) and (iv) whether the Master Servicer has
determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trust Administrator or Master
Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trust Administrator will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trust Administrator may
conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trust Administrator that such failure has
occurred. Upon receipt of such certification, the Trust Administrator shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant
to Section 3.03(b). The Master Servicer shall diligently pursue restoration of
such amount to the Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trust Administrator, withdraw from the Certificate Account and remit to the
Trust Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay or advance any
amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
SECTION 3.04 TRUST ADMINISTRATOR TO COOPERATE; RELEASE OF OWNER
MORTGAGE LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure
of any Mortgage Loan, including but not limited to, collection under any
insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer
pursuant to clause (ii) of the preceding paragraph, the Trust Administrator
shall execute and deliver to the Master Servicer or such Servicer, as directed
by the Master Servicer, court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. Each such certification
shall include a request that such pleadings or documents be executed by the
Trust Administrator and a statement as to the reason such documents or pleadings
are required and that the execution and delivery thereof by the Trust
Administrator will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure
proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUST ADMINISTRATOR; ANNUAL COMPLIANCE
STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current Xxxxxx Xxx monthly accounting
report for its Guaranteed Mortgage Pass-Through Program with appropriate
additions and changes, and shall also include information as to the aggregate
unpaid principal balance of all of the Mortgage Loans as of the close of
business as of the last day of the calendar month immediately preceding such
Distribution Date. Copies of such statement shall be provided by the Trust
Administrator to any Certificateholder upon written request, provided such
statement is delivered, or caused to be delivered, by the Master Servicer to the
Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE
LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION OF
STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to time
may, to the extent permitted by the applicable Servicing Agreement, make such
modifications and amendments to such Servicing Agreement as the Master Servicer
deems necessary or appropriate to confirm or carry out more fully the intent and
purpose of such Servicing Agreement and the duties, responsibilities and
obligations to be performed by the Servicer thereunder. Such modifications may
only be made if they are consistent with the REMIC Provisions, as evidenced by
an Opinion of Counsel. Prior to the issuance of any modification or amendment,
the Master Servicer shall deliver to the Trustee and the Trust Administrator
such Opinion of Counsel and an Officer's Certificate setting forth (i) the
provision that is to be modified or amended, (ii) the modification or amendment
that the Master Servicer desires to issue and (iii) the reason or reasons for
such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require the
consent of any Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07,
the Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i)
eliminating or reducing Month End Interest and (ii) providing for the
remittance of Full Unscheduled Principal Receipts by the applicable
Servicer to the Master Servicer not later than the 24th day of each month
(or if such day is not a Business Day, on the previous Business Day) or (B)
to the WFHM Servicing Agreement for the purpose of changing the applicable
Remittance Date to the 18th day of each month (or if such day is not a
Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an amendment to
the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the servicing
of the Mortgage Loans by each Servicer and the performance by each Servicer of
all services, duties, responsibilities and obligations that (including the
obligation to maintain an Errors and Omissions Policy and Fidelity Bond) are to
be observed or performed by the Servicer under its respective Servicing
Agreement. In performing its obligations hereunder, the Master Servicer shall
act in a manner consistent with Accepted Master Servicing Practices and with the
Trustee's, the Trust Administrator's and the Certificateholders' reliance on the
Master Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Upper-Tier REMIC or 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, 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 Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes as described in the preceding sentence; provided
however that no such Opinion of Counsel need be delivered if the sole purpose of
the modification is to reduce the Monthly Payment on a Mortgage Loan as a result
of a Curtailment such that the Mortgage Loan is fully amortized by its original
maturity date.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator, on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall have a limited option to repurchase any defaulted
Mortgage Loan or REO Mortgage Loan during the following time periods: (i)
beginning on the first day of the second month following the month in which the
Master Servicer has reported that a Servicer has initiated foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with such repurchase
option expiring on the last day of such second following month; (ii) beginning
on the first day of the second month following the month in which the Master
Servicer has reported that such defaulted Mortgage Loan has become an REO
Mortgage Loan, with such repurchase option expiring on the last day of such
second following month; and (iii) and (iii) beginning on the day on which a
Servicer accepts a contractual commitment by a third party to purchase the
Mortgaged Property related to the defaulted Mortgage Loan or REO Mortgage Loan,
with such repurchase option expiring on the earlier of the last day of the month
in which such contractual commitment was accepted by the Servicer or the day
immediately prior to the day on which the closing occurs with respect to such
third party purchase of the Mortgaged Property related to the defaulted Mortgage
Loan or REO Mortgage Loan. The Seller shall be entitled to repurchase at its
option any Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b)
of the Mortgage Loan Purchase Agreement, WFHM requests the Seller to repurchase
and to sell to WFHM to facilitate the exercise of WFHM's rights against the
originator or a prior holder of such Mortgage Loan. The purchase price for any
Mortgage Loan repurchased pursuant to this paragraph shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate for such Mortgage Loan, through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Master Servicer shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian, if any,
shall promptly release to the Seller the Owner Mortgage Loan File relating to
the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, on behalf
of the Trustee, shall, pursuant to the Servicing Agreements, object to the
foreclosure upon, or other related conversion of the ownership of, any Mortgaged
Property by the related Servicer if (i) the Master Servicer believes such
Mortgaged Property may be contaminated with or affected by hazardous wastes or
hazardous substances or (ii) such Servicer does not agree to administer such
Mortgaged Property, once the related Mortgage Loan becomes an REO Mortgage Loan,
in a manner which would not result in a federal tax being imposed upon the Trust
Estate or the Upper-Tier REMIC or the Lower-Tier REMIC.
Additional Collateral may be liquidated and the proceeds applied to
cover any shortfalls upon the liquidation of a Mortgaged Property; provided,
however, that the Trust Estate in no event shall acquire ownership of the
Additional Collateral unless the Trustee and the Trust Administrator shall have
received an Opinion of Counsel that such ownership shall not cause the Trust
Estate to fail to qualify as a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with
an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) (without, in
the case of the Class I-A-9 Certificates, giving effect to the guaranty provided
by MBIA) 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, MBIA, the Trust Administrator 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 Trust Administrator is obligated to make an advance
pursuant to Section 3.03 and (ii) the Trust Administrator provides WFHM written
notice of the failure to make such advance and such failure shall continue
unremedied for a period of 15 days after receipt of such notice, the Trust
Administrator shall recommend to the Trustee the termination of the WFHM
Servicing Agreement without the recommendation of the Master Servicer and upon
such recommendation, the Trustee shall terminate the WFHM Servicing Agreement.
The Master Servicer shall indemnify the Trustee and the Trust Administrator and
hold each harmless from and against any and all claims, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees) arising out
of, or assessed against the Trustee or the Trust Administrator in connection
with termination of such Servicing Agreement at the direction of the Master
Servicer. In addition, the Master Servicer shall indemnify the Trustee and hold
it harmless from and against any and all claims, liabilities, costs and expenses
(including, without limitation, reasonable attorney's fees) arising out of, or
assessed against the Trustee in connection with the termination of the WFHM
Servicing Agreement as provided in the second preceding sentence. If the Trustee
terminates such Servicing Agreement, the Trustee may enter into a substitute
Servicing Agreement with the Master Servicer or, at the Master Servicer's
nomination, with another mortgage loan service company acceptable to the
Trustee, the Trust Administrator, the Master Servicer and each Rating Agency
under which the Master Servicer or such substitute servicer, as the case may be,
shall assume, satisfy, perform and carry out all liabilities, duties,
responsibilities and obligations that are to be, or otherwise were to have been,
satisfied, performed and carried out by such Servicer under such terminated
Servicing Agreement. Until such time as the Trustee enters into a substitute
servicing agreement with respect to the Mortgage Loans previously serviced by
such Servicer, the Master Servicer shall assume, satisfy, perform and carry out
all obligations which otherwise were to have been satisfied, performed and
carried out by such Servicer under its terminated Servicing Agreement. However,
in no event shall the Master Servicer be deemed to have assumed the obligations
of a Servicer to advance payments of principal and interest on a delinquent
Mortgage Loan in excess of the Master Servicer's independent Periodic Advance
obligation under Section 3.03 of this Agreement. As compensation for the Master
Servicer of any servicing obligations fulfilled or assumed by the Master
Servicer, the Master Servicer shall be entitled to any servicing compensation to
which a Servicer would have been entitled if the Servicing Agreement with such
Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class B-1, Class B-2 and Class B-3 Certificates pursuant to the Securities
Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
(a) On each Distribution Date, the Group I Pool Distribution Amount
and Group II Pool Distribution Amount will be applied in the following amounts,
to the extent the Group I Pool Distribution Amount and Group II Pool
Distribution Amount are sufficient therefor, in the manner and in the order of
priority as follows, subject to adjustment in accordance with Section
4.01(b)(iii) below:
(i) with respect to the Group I-A Certificates and Group II-A
Certificates, from the Group I Pool Distribution Amount and Group II Pool
Distribution Amount, respectively, as follows:
first, (A) to the Classes of Group I-A Certificates and MBIA, pro
rata, based upon their respective Interest Accrual Amounts and the Premium
Payment, respectively, in an aggregate amount up to the sum of the Group I-A
Interest Accrual Amount and the Premium Payment with respect to such
Distribution Date; or (B) to the Classes of Group II-A Certificates, pro rata,
based upon their respective Interest Accrual Amounts, in an aggregate amount up
to the Group II-A Interest Accrual Amount with respect to such Distribution
Date;
second, (A) to the Classes of Group I-A Certificates and MBIA,
pro rata, based upon their respective Class A Unpaid Interest Shortfalls and
Premium Unpaid Shortfall, respectively, in an aggregate amount up to the sum of
the Aggregate Group I-A Unpaid Interest Shortfall and the Premium Unpaid
Shortfall; or (B) to the Classes of Group II-A Certificates, pro rata, based
upon their respective Class A Unpaid Interest Shortfalls, in an aggregate amount
up to the Aggregate Group II-A Unpaid Interest Shortfall;
third, (A) concurrently, to the Group I-A Certificates (other
than the Class I-A-PO Certificates) and the Class I-A-PO Certificates, pro rata,
based on their respective Group I-A Non-PO Optimal Principal Amount and Class
I-A-PO Optimal Principal Amount, (1) to the Classes of Group I-A Certificates
(other than the Class I-A-PO Certificates), in an aggregate amount up to the
Group I-A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b)(i) or Section 4.01(c), as
applicable, and (2) to the Class I-A-PO Certificates in an amount up to the
Class I-A-PO Optimal Principal Amount; or (B) concurrently, to the Group II-A
Certificates (other than the Class II-A-PO Certificates) and the Class II-A-PO
Certificates, pro rata, based on their respective Group II-A Non-PO Optimal
Principal Amount and Class II-A-PO Optimal Principal Amount, (1) to the Classes
of Group II-A Certificates (other than the Class II-A-PO Certificates), in an
aggregate amount up to the Group II-A Non-PO Optimal Principal Amount, such
distribution to be allocated among such Classes in accordance with Section
4.01(b)(ii) or Section 4.01(c), as applicable, and (2) to the Class II-A-PO
Certificates in an amount up to the Class II-A-PO Optimal Principal Amount;
fourth, (A) to the Class I-A-PO Certificates in an amount up to
the Class I-A-PO Deferred Amount from amounts otherwise distributable (without
regard to this Clause (i) Paragraph fourth) first to the Class B-6 Certificates
pursuant to Clause (ii) Paragraph eighteenth, below, second to the Class B-5
Certificates pursuant to Clause (ii) Paragraph fifteenth, below, third to the
Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth, below, fourth
to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth, below,
fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth
below, and sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph
third below; or (B) to the Class II-A-PO Certificates in an amount up to the
Class II-A-PO Deferred Amount from amounts otherwise distributable (without
regard to this Clause (i) Paragraph fourth) first to the Class B-6 Certificates
pursuant to Clause (ii) Paragraph eighteenth, below, second to the Class B-5
Certificates pursuant to Clause (ii) Paragraph fifteenth, below, third to the
Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth, below, fourth
to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth, below,
fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth
below, and sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph
third below; provided, however, to the extent necessary to reduce the Class
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount to zero, any amounts
otherwise distributable to a Class of Class B Certificates will be allocated pro
rata between the Class I-A-PO Deferred Amount and the Class II-A-PO Deferred
Amount; and
(ii) to the Class B Certificates, from the Group I Pool Distribution
Amount and Group II Pool Distribution Amount, subject to Section
4.01(b)(iii), as follows:
first, to the Class B-1 Certificates in an amount up to the
Interest Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
second, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
third, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-1 Certificates pursuant to this Clause (ii) Paragraph third will
be reduced by the amount, if any, that would have been distributable to the
Class B-1 Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
fourth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
fifth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
sixth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this Clause (ii) Paragraph sixth will
be reduced by the amount, if any, that would have been distributable to the
Class B-2 Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
seventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
eighth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
ninth, to the Class B-3 Certificates in an amount up to the Class
B-3 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-3 Certificates pursuant to this Clause (ii) Paragraph ninth will
be reduced by the amount, if any, that would have been distributable to the
Class B-3 Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
tenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;
eleventh, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
twelfth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Clause (ii)
Paragraph twelfth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above;
thirteenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
fourteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
fifteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Clause (ii)
Paragraph fifteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above;
sixteenth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
seventeenth, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
eighteenth, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Clause (ii)
Paragraph eighteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above; and
nineteenth, to the Holder of the Class I-A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder of
the Class I-A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class (other than the Class I-A-R and Class I-A-LR Certificates)
has been reduced to zero, such Class will be entitled to no further
distributions of principal or interest (including, without limitation, any
Unpaid Interest Shortfalls). In addition, MBIA will not be entitled to its
Premium Payments and Premium Unpaid Shortfalls after the Principal Balance of
the Class I-A-9 Certificates has been reduced to zero.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class I-A-8,
Class I-A-PO and Class II-A-PO Certificates) and any Class of Class B
Certificates with a lower numerical designation pro rata based on their
outstanding Principal Balances.
(iii) Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, each Uncertificated Lower-Tier Interest shall
receive distributions in respect of principal in an amount equal to the
amount of principal distributed to its respective Corresponding Upper-Tier
Class or Classes as provided herein. On each Distribution Date, each
Uncertificated Lower-Tier Interest shall receive distributions in respect
of interest in an amount equal to the Interest Accrual Amounts and Unpaid
Interest Shortfalls, as the case may be, in respect of its Corresponding
Upper-Tier Class or Classes, in each case to the extent actually
distributed thereon. Such amounts distributed to the Uncertificated
Lower-Tier Interests in respect of principal and interest with respect to
any Distribution Date are referred to herein collectively as the
"Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Principal Balances of the respective
Corresponding Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class I-A-L1 Interest, Class
I-A-L6 Interest and Class I-A-LUR Interest shall be 6.750%. The pass-through
rate with respect to the Class I-A-L9 Interest shall be 6.700%. The pass-through
rate with respect to the Class II-A-L1 Interest shall be 6.500%. The
pass-through rate with respect to the Class B-L1 Interest, Class B-L2 Interest,
Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and Class B-L6
Interest shall be equal to the Class B Pass-Through Rate. The Class I-A-LPO
Interest and Class II-A-PLO Interest are 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) (i) The Class I-A-8 Certificates are interest only Certificates
and are not entitled to distributions in respect of principal.
On each Distribution Date prior to the Subordination Depletion Date,
the Group I-A Non-PO Principal Distribution Amount will be distributed in
reduction of the Principal Balances of the Classes of Group I-A Certificates
(other than the Principal Balance of the Class I-A-PO Certificates) as follows:
first, to the Class I-A-4 Certificates, up to the Priority Amount
for such Distribution Date;
second, sequentially, to the Class I-A-R and Class I-A-LR
Certificates, in that order, until the Principal Balance of each such Class has
been reduced to zero;
third, concurrently, as follows, until the Principal Balance of
the Class I-A-5 Certificates has been reduced to zero:
(a) 36.5762795561%, sequentially, as follows:
I. for any Distribution Date on or after June 2004,
$15,000.00 for each Distribution Date to the Class I-A-9
Certificates; and
II. sequentially, to the Class I-A-43, Class I-A-44 and
Class I-A-9 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero;
(b) 40.5969809640%, sequentially, as follows:
I. concurrently, as follows, until the Principal Balance of
the Class I-A-1 Certificates has been reduced to zero; and
A. 57.9261684269% to the Class I-A-1 Certificates; and
B. 42.0738315731%, sequentially, to the Class I-A-6 and
Class I-A-7 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero; and
II. sequentially, to the Class I-A-10, Class I-A-11, Class
I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16,
Class I-A-17, Class I-A-18, Class I-A-19, Class I-A-20, Class
I-A-21, Class I-A-22, Class I-A-23, Class I-A-24, Class I-A-25,
Class I-A-26, Class I-A-27, Class I-A-28, Class I-A-29, Class
I-A-33, Class I-A-34, Class I-A-35, Class I-A-36, Class I-A-37,
Class I-A-38, Class I-A-39, Class I-A-40, Class I-A-41, Class
I-A-42, Class I-A-30, Class I-A-3, Class I-A-31, Class I-A-32 and
Class I-A-5 Certificates, in that order, until the Principal
Balance of each such Class has been reduced to zero; and
(c) 22.8267394799%, sequentially, to the Class I-A-2 and Class
I-A-9 Certificates, in that order, until the Principal Balance of each
such Class has been reduced to zero; and
fourth, to the Class I-A-4 Certificates, without regard to the
Priority Amount for such Distribution Date, until the Principal Balance thereof
has been reduced to zero.
(ii) On each Distribution Date prior to the Subordination Depletion
Date, the Group II-A Non-PO Principal Distribution Amount will be allocated
and distributed to the Class II-A-1 Certificates until the Principal
Balance thereof has been reduced to zero.
(iii) Notwithstanding the foregoing, (X) on any Distribution Date
occurring prior to the Subordination Depletion Date but on or after the
date on which the Principal Balances of the Group I-A Certificates (other
than the Class I-A-PO Certificates) or the Principal Balances of the Group
II-A Certificates (other than the Class II-A-PO Certificates) have been
reduced to zero and on which (a) the Aggregate Subordinate Percentage for
such Distribution Date is less than 3.75% or (b) the average outstanding
principal balance of the Mortgage Loans in any Loan Group delinquent 60
days or more over the preceding six months as a percentage of the related
Group Subordinate Amount is greater than or equal to 50%, the remaining
Group of Class A Certificates (other than the Class A-PO Certificates) will
be entitled to receive as principal, in addition to any principal payments
described in Section 4.01(a) above, in accordance with the priorities set
forth in Section 4.01(b)(i) or (ii) above and until the aggregate Principal
Balance of each such Group of Class A Certificates has been reduced to
zero, amounts otherwise distributable (without regard to this Clause (iii))
first to the Class B-6 Certificates pursuant to Paragraph eighteenth of
4.01(a)(ii) above, second to the Class B-5 Certificates pursuant to
Paragraph fifteenth of 4.01(a)(ii) above, third to the Class B-4
Certificates pursuant to Paragraph twelfth of 4.01(a)(ii) above, fourth to
the Class B-3 Certificates pursuant to Paragraph ninth of 4.01(a)(ii)
above, fifth to the Class B-2 Certificates pursuant to Paragraph sixth of
4.01(a)(ii) above and sixth to the Class B-1 Certificates pursuant to
Paragraph third of 4.01(a)(ii) above but in each case only up to the
applicable Apportioned Class B Principal Distribution Amount for such Class
of Class B Certificates and (Y) if on any Distribution Date the Group I-A
Non-PO Principal Balance or Group II-A Non-PO Principal Balance (after
giving effect to all distributions on such Distribution Date) is greater
than the Group I-A Pool Balance (Non-PO Portion) or Group II-A Pool Balance
(Non-PO Portion), respectively (the Group I-A Certificates or Group II-A
Certificates, as applicable, in such instance, the "Undercollateralized
Group"), the Class A Certificates (other than the Class I-A-PO or Class
II-A-PO Certificates, as applicable) of the Undercollateralized Group and
with respect to Group I, MBIA will be entitled to receive first in respect
of any Class A Unpaid Interest Shortfalls or any Premium Unpaid Shortfall
therefor (including any Group I Interest Shortfall Amount, Premium Unpaid
Shortfall or Group II Interest Shortfall Amount, as applicable, arising on
such Distribution Date) and second as principal, in addition to any
principal payments described in Section 4.01(a)(i) above, in accordance
with the priorities set forth in Section 4.01(b)(i) or (ii) above and until
the aggregate Principal Balance of the Class A Certificates (other than the
Class I-A-PO or Class II-A-PO Certificates, as applicable) of the
Undercollateralized Group equals the Group I Pool Balance (Non-PO Portion)
or Group II Pool Balance (Non-PO Portion), as applicable (such amount, the
"Undercollateralized Amount"), all amounts otherwise distributable (without
regard to this Clause (iii)) first to the Class B-6 Certificates pursuant
to Paragraph eighteenth of 4.01(a)(ii) above, second to the Class B-5
Certificates pursuant to Paragraph fifteenth of 4.01(a)(ii) above, third to
the Class B-4 Certificates pursuant to Paragraph twelfth of 4.01(a)(ii)
above, fourth to the Class B-3 Certificates pursuant to Paragraph ninth of
4.01(a)(ii) above, fifth to the Class B-2 Certificates pursuant to
Paragraph sixth of 4.01(a)(ii) above and sixth to the Class B-1
Certificates pursuant to Paragraph third of 4.01(a)(ii) above (less any
amounts used to pay any Class I-A-PO Deferred Amounts or Class II-A-PO
Deferred Amounts).
(c) Notwithstanding the foregoing, on each Distribution Date occurring
on or subsequent to the Subordination Depletion Date, (x) the Group I-A Non-PO
Principal Distribution Amount shall be distributed among the Classes of Group
I-A Certificates (other than the Class I-A-PO Certificates), and (y) the Group
II-A Non-PO Principal Distribution Amount shall be distributed among the Classes
of Group II-A Certificates (other than the Class II-A-PO Certificates) pro rata
in accordance with their outstanding Principal Balances without regard to either
the proportions or the priorities set forth in Section 4.01(b)(i) and (ii).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5 Principal
Balance is greater than zero, the Class B-6 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Group I Class B Prepayment
Percentage and Group II Class B Prepayment Percentage of any affected Class
of Class B Certificates for such Distribution Date beginning with the
affected Class with the lowest numerical Class designation and then, if
necessary, the Group I Class B Percentage and Group II Class B Percentage
of such Class of the Class B Certificates for such Distribution Date shall
be reduced to the respective percentages necessary to bring the Principal
Balance of such Class of Class B Certificates to zero. The Class B
Prepayment Percentages and the Class B Percentages of the remaining Classes
of Class B Certificates will be recomputed substituting for the Group I
Subordinated Prepayment Percentage and Group II Subordinated Prepayment
Percentages and Group I Subordinated Percentage and Group II Subordinated
Percentage in such computations the difference between (A) the Group I
Subordinated Prepayment Percentage or Group II Subordinated Prepayment
Percentage or Group I Subordinated Percentage or Group II Subordinated
Percentage, as the case may be, and (B) the percentages determined in
accordance with the preceding sentence necessary to bring the Principal
Balances of the affected Classes of Class B Certificates to zero; provided,
however, that if the Principal Balances of all the Classes of Class B
Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Group I Class B Prepayment
Percentage, Group II Class B Prepayment Percentage, Group I Class B
Percentage and Group II Class B Percentage of the Class of Class B
Certificates with the lowest numerical Class designation which would
otherwise be ineligible to receive distributions of principal in accordance
with this Section shall equal the remainder of the Group I Subordinated
Prepayment Percentage and Group II Subordinated Prepayment Percentage for
such Distribution Date minus the sum of the Group I Class B Prepayment
Percentages and Group II Class B Prepayment Percentages of the Classes of
Class B Certificates having lower numerical Class designations, if any, and
the remainder of the Group I Subordinated Percentage and Group II
Subordinated Percentage for such Distribution Date minus the sum of the
Group I Class B Percentages and Group II Class B Percentages of the Classes
of Class B Certificates having lower numerical Class designations, if any,
respectively. Any entitlement of any Class of Class B Certificates to
principal payments solely pursuant to this clause (ii) shall not cause such
Class to be regarded as being eligible to receive principal distributions
for the purpose of applying the definition of its Group I Class B
Percentage, Group II Class B Percentage, Group I Class B Prepayment
Percentage or Group II Class B Prepayment Percentage.
(e) The Trust Administrator shall establish and maintain the
Upper-Tier Certificate Account, which shall be a separate trust account and an
Eligible Account. On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent shall, on behalf of
the Master Servicer, from funds available on deposit in the Payment Account, (i)
deposit, in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class I-A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Group I-A Distribution Amount with respect to the Class I-A-LR
Certificate and all other amounts distributable to the Class I-A-LR Certificate.
The Trust Administrator may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class I-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 11.19, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class I-A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Group I-A Distribution
Amount or Group II-A Distribution Amount, as applicable, with respect to each
Class of Class A Certificates (other than the Class I-A-9 Certificates) and the
Class B Distribution Amount with respect to each Class of Class B Certificates
and, in the case of the Class I-A-9 Certificates, as provided in Section 4.07.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class I-A-8, Class I-A-R or Class I-A-LR Certificate) or the
Principal Balance of any Class of Class B Certificates would be reduce to zero,
or in the case of the Class I-A-8 Certificates, the Notional Amount would be
reduced to zero, the Master Servicer shall, as soon as practicable after the
Determination Date relating to such Distribution Date, send a notice to the
Trust Administrator. The Trust Administrator will then send a notice to each
Certificateholder and MBIA in the case of the Class I-A-9 Certificates of such
Class with a copy to the Certificate Registrar, specifying that the final
distribution with respect to such Class will be made on such Distribution Date
only upon the presentation and surrender of such Certificateholder's
Certificates at the office or agency of the Trust Administrator therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) occurring with respect
to Group I Mortgage Loans and Group II Mortgage Loans will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, (i) with respect to such losses occurring with respect
to Group I Mortgage Loans, concurrently, to the Group I-A Certificates (other
than the Class I-A-PO Certificates) and Class I-A-PO Certificates, pro rata,
based on the Non-PO Fraction and the PO Fraction of such Mortgage Loans,
respectively; and (ii) with respect to such losses occurring with respect to
Group II Mortgage Loans, concurrently, to the Group II-A Certificates (other
than the Class II-A-PO Certificates) and Class II-A-PO Certificates, pro rata,
based on the Non-PO Fraction and the PO Fraction of such Mortgage Loans,
respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) 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 Group I Mortgage Loan or Group II Mortgage Loan
allocable to the Class I-A-PO or Class II-A-PO Certificates, respectively, 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 with respect to any
Mortgage Loan in Loan Group I or Loan Group II, respectively, remaining after
allocation to the Class I-A-PO or Class II-A-PO Certificates, as applicable, in
accordance with the preceding sentence shall be allocated pro rata among the
Group I-A Certificates (other than the Class I-A-PO Certificates) or Group II-A
Certificates (other than the Class II-A-PO Certificates), respectively, and each
Class of Class B Certificates based on the Group I-A Non-PO Principal Balance or
Group II-A Non-PO Principal Balance in the case of such Group I-A Certificates
or Group II-A Certificates and the Group I Apportioned Principal Balance or
Group II Apportioned Principal Balance in the case of each Class of Class B
Certificates, respectively. Any such loss allocated to the Group I-A
Certificates shall be allocated on the subsequent Determination Date to the
outstanding Classes of Group I-A Certificates (other than the Class I-A-PO
Certificates) in accordance with the Group I-A Loss Percentages as of such
Determination Date, and any such loss allocated to the Group II-A Certificates
shall be allocated on the subsequent Determination Date to the outstanding
Classes of Group II-A Certificates (other than the Class II-A-PO Certificates)
in accordance with the Group II-A Loss Percentages as of such Determination
Date.
(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 occurring with respect to any Group I
Mortgage Loan or Group II Mortgage Loan shall be allocated among (i) each Class
of Group I-A Certificates and the Premium Payment or Group II-A Certificates, as
applicable, and (ii) each Class of Class B Certificates, pro rata based upon
each Class's Group I Apportioned Interest Percentage and the Premium
Apportionment Percentage or Group II Apportioned Interest Percentage, as
applicable for the related Distribution Date. 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) occurring with respect to any Group I Mortgage Loan or Group
II Mortgage Loan will be allocated among the outstanding Classes of Group I-A
Certificates and Group II-A Certificates, respectively, based on their Group I-A
Interest Percentages and the Premium Group Percentage, as the case may be, and
Group II-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 or Classes as provided above.
(h) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust Administrator as
initial Paying Agent to make distributions to Certificateholders and to forward
to Certificateholders the periodic statements and the annual statements required
by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders
or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE TRUST
ADMINISTRATOR, MBIA 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, the Seller and MBIA a
statement setting forth:
(i) the amount of such distribution to Holders of each Class of Class
A Certificates allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Group I-A Interest Distribution Amount allocated to each Class of Group I-A
Certificates and Current Group II-A Interest Distribution Amount allocated
to each Class of Group II-A Certificates, (c) any Group I Interest
Shortfall Amounts or Group II Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid Interest
Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class of Class A
Certificates for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid Interest
Shortfall with respect to each Class of Class B Certificates after giving
effect to such distribution, (d) the amount of any Non-Supported Interest
Shortfall allocated to each Class of Class B Certificates for such
Distribution Date, and (e) the interest portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to each
Class of Class B Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements or
this Agreement;
(vi) the number of Group I Mortgage Loans and Group II Mortgage Loans
outstanding as of the preceding Determination Date;
(vii) the Group I-A Principal Balance, the Group II-A Principal
Balance, the Principal Balance of each Class of Class A Certificates, the
Class B Principal Balance and the Principal Balance of each Class of Class
B Certificates as of the following Determination Date after giving effect
to the distributions of principal made, and the principal portion of
Realized Losses, if any, allocated with respect to such Distribution Date;
(viii) the Group I Adjusted Pool Amount, the Group II Adjusted Pool
Amount, the Group I Adjusted Pool Amount (PO Portion), the Group II
Adjusted Pool Amount (PO Portion), the Group I Pool Scheduled Principal
Balance of the Group I Mortgage Loans for such Distribution Date, the Group
II Pool Scheduled Principal Balance of the Group II Mortgage Loans for such
Distribution Date, the aggregate Scheduled Principal Balance of the Group I
Discount Mortgage Loans for such Distribution Date and the aggregate
Scheduled Principal Balance of the Group II Discount Mortgage Loans for
such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Group I
Mortgage Loans and Group II Mortgage Loans serviced by WFHM and,
collectively, by the Other Servicers as of such Distribution Date;
(x) the Group I-A Percentage and Group II-A Percentage for the
following Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt Period
for the current Distribution Date which are applied by a Servicer during
such Applicable Unscheduled Principal Receipt Period);
(xi) the Group I-A Prepayment Percentage and Group II-A Prepayment
Percentage for the following Distribution Date (without giving effect to
Unscheduled Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period);
(xii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Percentages; and Group II Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Percentages; for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Prepayment Percentages: and Group II Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Prepayment Percentages;
for the following Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Group I Mortgage
Loans and Group II Mortgage Loans delinquent (a) one month, (b) two months
and (c) three months or more;
(xv) the number and aggregate principal balances of the Group I
Mortgage Loans and Group II Mortgage Loans in foreclosure as of the
preceding Determination Date;
(xvi) the book value of any real estate with respect to
Group I Mortgage Loans or Group II Mortgage Loans 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 with
respect to Group I Mortgage Loans and Group II Mortgage Loans 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 with respect to Group I Mortgage Loans and Group II
Mortgage Loans;
(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 with respect
to Group I Mortgage Loans and Group II Mortgage Loans allocated as of such
Distribution Date;
(xxi) the unpaid principal balance of any Group I Mortgage Loan or
Group II 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 I-A-8 Certificates, the Notional
Amount, if any;
(xxiv) the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount, if any; and
(xxv) the amount of PMI Advances made by a Servicer, if any with
respect to each Loan Group;
(xxvi) in the case of the Class I-A-9 Certificates, (a) the Deficiency
Amount, if any, for such Distribution Date and (b) amounts, if any in
respect of the Deficiency Amount paid under the Policy;
(xxvii) in the case of the Class I-A-9 Certificates, the amount
remaining in the Reserve Fund after taking into account the Reserve
Withdrawal for such Distribution Date, the Reserve Withdrawal, if any, for
such Distribution Date and the amount of Reserve Withdrawal allocated to
the Class I-A-9 Certificates;
(xxviii) in the case of the Class I-A-9 Certificates, the Rounding
Amount, if any, for such Distribution Date and the amount applied to repay
the Rounding Amount withdrawn for such Class on the prior Distribution
Date; and
(xxix) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of Class
A Certificates pursuant to clauses (i) and (ii) above and with respect to a
Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class I-A-R and Class I-A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class I-A-R and Class I-A-LR
Certificates with a $50 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trust Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Group I-A Distribution Amount or Group II-A
Distribution Amount, as applicable, with respect to each Class of Class A
Certificates and the Class B Distribution Amount with respect to each Class of
Class B Certificates. Upon receipt of any such statement, the Trust
Administrator shall promptly forward a copy of such statement to MBIA. The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trust Administrator and the Paying Agent shall be protected in relying
upon the same without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 RESERVE FUND
(a) A separate Reserve Fund shall be established on the Closing Date
for the Class I-A-9 Certificates and the Premium Payment. The Reserve Fund shall
be maintained by the Trust Administrator in accordance with this Section 4.06.
At the time the Reserve Fund is established, the Seller shall cause to be
deposited into the Reserve Fund the amount of $2,000.
With respect to each Distribution Date, the applicable Reserve
Withdrawal shall be withdrawn by the Trust Administrator from the amount on
deposit in the Reserve Fund in accordance with this Section 4.06 and distributed
on such Distribution Date between the Holders of the Class I-A-9 Certificates
and MBIA, pro rata, based on the amount of Non-Supported Interest Shortfall
allocated to the Class I-A-9 Certificates and the Premium Payment. Any amount
distributed to the Class I-A-9 Certificates shall be for such Distribution Date
allocated among such Certificates, pro rata, based upon Percentage Interest.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which the Class A Principal Balance of the Class I-A-9 Certificates has
been reduced to zero, any funds then on deposit in the Reserve Fund shall be
distributed to Credit Suisse at the address provided by it to the Trust
Administrator.
(b) The Reserve Fund will be an "outside reserve fund" under the REMIC
Provisions that is beneficially owned for federal income tax purposes by Credit
Suisse, which shall report all income, gain, deduction or loss with respect
thereto, and will not be an asset of either REMIC.
SECTION 4.07 DISTRIBUTIONS IN REDUCTION OF THE CLASS I-A-9
CERTIFICATES.
Distributions in reduction of the Principal Balance of the Class I-A-9
Certificates will be made in integral multiples of $1,000 at the request of the
appropriate representatives of Deceased Holders of such Class and at the request
of Living Holders of such Class or by mandatory distributions by random lot,
pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause
(f) below.
(a) On each Distribution Date on which distributions in reduction of
the Principal Balance of the Class I-A-9 Certificates are made, such
distributions will be made with respect to such Class in the following priority:
(ii) any request by the personal representatives of a Deceased Holder
or by a surviving tenant by the entirety, by a surviving joint tenant or by
a surviving tenant in common, but not exceeding an aggregate principal
balance for such Class of $100,000 per request; and
(iii) any request by a Living Holder, but not exceeding an aggregate
principal balance for such Class of $10,000 per request.
Thereafter, distributions will be made, with respect to such Class, as
provided in clauses (i) and (ii) above up to a second $100,000 and $10,000,
respectively. This sequence of priorities will be repeated for each request for
principal distributions for such Class made by the Beneficial Owners of the
Class I-A-9 Certificates until all such requests have been honored.
For each such sequence of priorities described above, requests for
distributions in reduction of the principal balance of Class I-A-9 Certificates
presented on behalf of Deceased Holders in accordance with the provisions of
clause (i) above will be accepted in order of their receipt by the Clearing
Agency and requests for distributions in reduction of the principal balance of
Class I-A-9 Certificates presented by Living Holders in accordance with the
provisions of clause (ii) above will be accepted in the order of their receipt
by the Clearing Agency after all requests with respect to such Class presented
in accordance with clause (i) have been honored. All requests for distributions
in reduction of the principal balance of the Class I-A-9 Certificates will be
accepted in accordance with the provisions set forth in Section 4.07(c). All
requests for distributions in reduction of the principal balance of Class I-A-9
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trust Administrator no
later than the close of business on the related Record Date. Requests for
distributions which are received by the Clearing Agency and forwarded to, and
received by, the Trust Administrator after the related Record Date and requests,
in either case, for distributions not accepted with respect to any Distribution
Date, will be treated as requests for distributions in reduction of the
principal balance of Class I-A-9 Certificates on the next succeeding
Distribution Date, and each succeeding Distribution Date thereafter, until each
such request is accepted or is withdrawn as provided in Section 4.07(c). Such
requests as are not so withdrawn shall retain their order of priority without
the need for any further action on the part of the appropriate Beneficial Owner
of the related Class I-A-9 Certificate, all in accordance with the procedures of
the Clearing Agency and the Trust Administrator. Upon the transfer of beneficial
ownership of any Class I-A-9 Certificate, any distribution request previously
submitted with respect to such Certificate will be deemed to have been withdrawn
only upon the receipt by the Trust Administrator of notification of such
withdrawal in the manner required by the Clearing Agency under its APUT System.
Distributions in reduction of the Principal Balance of the Class I-A-9
Certificates will be applied, in the aggregate with respect to such Class, in an
amount equal to the Class A Non-PO Principal Distribution Amount allocable to
such Class pursuant to Section 4.01(b) plus any amounts distributable to the
Class I-A-9 Certificates as a payment under the Policy of a Class I-A-9
Principal Loss Amount minus amounts to repay any funds withdrawn from the
Rounding Account for such Class for the prior Distribution Date, plus any
amounts available for distribution from the Rounding Account for such Class
established as provided in Section 4.07(e), provided that the aggregate
distribution in reduction of the Principal Balance of such Class on any
Distribution Date is made in an integral multiple of $1,000.
To the extent that the portion of the Class A Non-PO Principal
Distribution Amount allocable to distributions in reduction of the Principal
Balance of the Class I-A-9 Certificates on any Distribution Date plus any
amounts distributable to the Class I-A-9 Certificates as a payment under the
Policy of a Class I-A-9 Principal Loss Amount (minus amounts to repay any funds
withdrawn from the Rounding Account for such Class on the prior Distribution
Date and plus any amounts required to be distributed from the Rounding Account
for such Class pursuant to Section 4.07(e)) exceeds the aggregate principal
balance of Class I-A-9 Certificates with respect to which distribution requests,
as set forth above, have been received, distributions in reduction of the
Principal Balance of the Class I-A-9 Certificates will be made by mandatory
distribution pursuant to Section 4.07(d).
(b) A Class I-A-9 Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.07 if the death of the Beneficial Owner
thereof is deemed to have occurred. Class I-A-9 Certificates beneficially owned
by tenants by the entirety, joint tenants or tenants in common will be
considered to be beneficially owned by a single owner. The death of a tenant by
the entirety, joint tenant or tenant in common will be deemed to be the death of
the Beneficial Owner, and the Class I-A-9 Certificates so beneficially owned
will be eligible for priority with respect to distributions in reduction of the
principal balance of such Class thereof, subject to the limitations stated
above. Class I-A-9 Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Beneficial Owners of a number of
Individual Class I-A-9 Certificates greater than the number of Individual Class
I-A-9 Certificates of which such trust is the owner. The death of a beneficiary
of a trust will be deemed to be the death of a Beneficial Owner of the Class
I-A-9 Certificates owned by the trust to the extent of such beneficiary's
beneficial interest in such trust. The death of an individual who was a tenant
by the entirety, joint tenant or tenant in common in a tenancy which is the
beneficiary of a trust will be deemed to be the death of the beneficiary of such
trust. The death of a person who, during his or her lifetime, was entitled to
substantially all of the beneficial ownership interests in Individual Class
I-A-9 Certificates will be deemed to be the death of the Beneficial Owner of
such Class I-A-9 Certificates regardless of the registration of ownership, if
such beneficial interest can be established to the satisfaction of the Trust
Administrator. Such beneficial interest will be deemed to exist in typical cases
of street name or nominee ownership, ownership by a Trust Administrator,
ownership under the Uniform Gifts to Minors Act and community property or other
joint ownership arrangements between a husband and wife. Beneficial interests
shall include the power to sell, transfer or otherwise dispose of a Class I-A-9
Certificate and the right to receive the proceeds therefrom, as well as interest
and distributions in reduction of the principal balance of the Class I-A-9
Certificates payable with respect thereto. The Trust Administrator shall not be
under any duty to determine independently the occurrence of the death of any
deceased Beneficial Owner. The Trust Administrator may rely entirely upon
documentation delivered to it pursuant to Section 4.07(c) in establishing the
eligibility of any Beneficial Owner to receive the priority accorded Deceased
Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal balance
of Class I-A-9 Certificates must be made by delivering a written request
therefor to the Clearing Agency Participant or Clearing Agency Indirect
Participant that maintains the account evidencing such Beneficial Owner's
interest in Class I-A-9 Certificates. In the case of a request on behalf of a
Deceased Holder, appropriate evidence of death and any tax waivers are required
to be forwarded to the Trust Administrator under separate cover. The Clearing
Agency Participant should in turn make the request of the Clearing Agency (or,
in the case of a Clearing Agency Indirect Participant, such Clearing Agency
Indirect Participant must notify the related Clearing Agency Participant of such
request, which Clearing Agency Participant should make the request of the
Clearing Agency) in the manner required under the rules and regulations of the
Clearing Agency's APUT System and provided to the Clearing Agency Participant.
Upon receipt of such request, the Clearing Agency will date and time stamp such
request and forward such request to the Trust Administrator. The Clearing Agency
may establish such procedures as it deems fair and equitable to establish the
order of receipt of requests for such distributions received by it on the same
day. Neither the Master Servicer, the Trust Administrator nor the Trustee shall
be liable for any delay in delivery of requests for distributions or withdrawals
of such requests by the Clearing Agency, a Clearing Agency Participant or any
Clearing Agency Indirect Participant.
The Trust Administrator shall maintain a list of those Clearing Agency
Participants representing the appropriate Beneficial Owners of Class I-A-9
Certificates that have submitted requests for distributions in reduction of the
principal balance of Certificates of such Class, together with the order of
receipt and the amounts of such requests. The Clearing Agency will honor
requests for distributions in the order of their receipt (subject to the
priorities described in Section 4.07(a) above). The Trust Administrator shall
notify the Clearing Agency and the appropriate Clearing Agency Participants as
to which requests should be honored on each Distribution Date. Requests shall be
honored by the Clearing Agency in accordance with the procedures, and subject to
the priorities and limitations, described in this Section 4.07. The exact
procedures to be followed by the Trust Administrator and the Clearing Agency for
purposes of determining such priorities and limitations will be those
established from time to time by the Trust Administrator or the Clearing Agency,
as the case may be. The decisions of the Trust Administrator and the Clearing
Agency concerning such matters will be final and binding on all affected
persons.
Individual Class I-A-9 Certificates which have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs, and notwithstanding
anything to the contrary herein, no amounts shall be due from MBIA or otherwise
with respect to interest on such Certificates after such last day of the month.
Any Beneficial Owner of a Class I-A-9 Certificate which has requested
a distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trust Administrator. If such notice of withdrawal of a request for
distribution has not been received by the Clearing Agency and forwarded to the
Trust Administrator on or before the Record Date for the next Distribution Date,
the previously made request for distribution will be irrevocable with respect to
the making of distributions in reduction of the Principal Balance of Class I-A-9
Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class I-A-9 Certificates are rejected by the Trust
Administrator for failure to comply with the requirements of this Section 4.07,
the Trust Administrator shall return such request to the appropriate Clearing
Agency Participant with a copy to the Clearing Agency with an explanation as to
the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Principal Balance of Class I-A-9 Certificates on a Distribution Date exceed the
outstanding principal balances of Certificates of such Class with respect to
which distribution requests have been received by the related Record Date, as
provided in Section 4.07(a) above, distributions in reduction of the Principal
Balance of the Class I-A-9 Certificates will be made by mandatory distributions
in reduction thereof. Such mandatory distributions on Individual Class I-A-9
Certificates will be made by random lot in accordance with the then-applicable
random lot procedures of the Clearing Agency, the Clearing Agency Participants
and the Clearing Agency Indirect Participants representing the Beneficial
Owners; provided however, that, if after the distribution in reduction of the
Principal Balance of the Class I-A-9 Certificates on the next succeeding
Distribution Date on which mandatory distributions are to be made, the principal
balance of Class I-A-9 Certificates would not be reduced to zero, the Individual
Class I-A-9 Certificates to which such distributions will be applied shall be
selected by the Clearing Agency from those Class I-A-9 Certificates not
otherwise receiving distributions in reduction of the principal balance on such
Distribution Date. The Trust Administrator shall notify the Clearing Agency of
the aggregate amount of the mandatory distribution in reduction of the Principal
Balance of the Class I-A-9 Certificates to be made on the next Distribution
Date. The Clearing Agency shall then allocate such aggregate amount among its
Clearing Agency Participants on a random lot basis. Each Clearing Agency
Participant and, in turn, each Clearing Agency Indirect Participant will then
select, in accordance with its own random lot procedures, Individual Class I-A-9
Certificates from among those held in its accounts to receive mandatory
distributions in reduction of the principal balance of the Certificates of such
Class, such that the total amount so selected is equal to the aggregate amount
of such mandatory distributions allocated to such Clearing Agency Participant by
the Clearing Agency and to such Clearing Agency Indirect Participant by its
related Clearing Agency Participant, as the case may be. Clearing Agency
Participants and Clearing Agency Indirect Participants which hold Class I-A-9
Certificates selected for mandatory distributions in reduction of the principal
balance are required to provide notice of such mandatory distributions to the
affected Beneficial Owners. The Master Servicer agrees to notify the Trust
Administrator of the amount of distributions in reduction of the principal
balance of Class I-A-9 Certificates to be made on each Distribution Date in a
timely manner such that the Trust Administrator may fulfill its obligations
pursuant to the Letter of Representations dated the Business Day immediately
preceding the Closing Date among the Seller, the Trust Administrator and the
Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trust Administrator and the Seller shall cause to be initially
deposited with the Trust Administrator a $999.99 deposit for the Rounding
Account. On each Distribution Date on which a distribution is made in reduction
of the principal balance of the Class I-A-9 Certificates, funds on deposit in
the Rounding Account shall be available to be applied to round upward to an
integral multiple of $1,000 the aggregate distribution in reduction of the Class
A Principal Balance to be made on the Class I-A-9 Certificates. Rounding of such
distribution on the Class I-A-9 Certificates shall be accomplished, on the first
such Distribution Date, by withdrawing from the Rounding Account the amount of
funds, if any, needed to round the amount otherwise available for such
distribution in reduction of the principal balance of the Class I-A-9
Certificates upward to the next integral multiple of $1,000. On each succeeding
Distribution Date on which distributions in reduction of the principal balance
of the Class I-A-9 Certificates are to be made, the aggregate amount of such
distributions allocable to the Class I-A-9 Certificates shall be applied first
to repay any funds withdrawn from the Rounding Account for such Class on the
prior Distribution Date for which funds were withdrawn from such account for
such Class, and then the remainder of such allocable amount, if any, shall be
similarly rounded upward and applied as distributions in reduction of the
principal balance of the Class I-A-9 Certificates; this process shall continue
on succeeding Distribution Dates until the Class A Principal Balance of the
Class I-A-9 Certificates has been reduced to zero. The funds in the Rounding
Account shall be held in a non-interest bearing account and shall not be
reinvested.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Principal Balance of the Class
I-A-9 Certificates will reduce the Principal Balance thereof to zero or in the
event that distributions in reduction of the Principal Balance of the Class
I-A-9 Certificates are made in accordance with the provisions set forth in
Section 4.07(f), an amount equal to the difference between $1,000 and the sum
then held in the Rounding Account shall be paid from the Pool Distribution
Amount to the Rounding Account. Any funds then on deposit in such Rounding
Account shall be distributed to the Holder of the Class A-LR Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after MBIA's failure to make an Insured Payment,
distributions in reduction of the Principal Balance of the Class I-A-9
Certificates (including amounts paid in respect of such losses under the Policy)
will be made on a pro rata basis among the Holders of the Class I-A-9
Certificates and will not be made in integral multiples of $1,000 or pursuant to
requested distributions or mandatory distributions by random lot.
(g) In the event that the pro rata distributions described in section
4.07(f) cannot be made through the facilities of the Clearing Agency, the Class
I-A-9 Certificates will be withdrawn from the facilities of the Clearing Agency
and Definitive Certificates will be issued to replace such withdrawn Book-Entry
Certificates pursuant to Section 5.07. An amendment to this Agreement, which may
be approved without the consent of any Certificateholders, shall establish
procedures relating to the manner in which pro rata distributions in reduction
of the principal balance of the Class I-A-9 Certificates are to be made;
provided that such procedures shall be consistent, to the extent practicable and
customary for certificates similar to the Class I-A-9 Certificates, with the
provisions of this Section 4.07.
SECTION 4.08 POLICY MATTERS.
(a) If, on the third Business Day before any Distribution Date, the
Trust Administrator determines that there will be a Deficiency Amount for such
Distribution Date, the Trust Administrator shall determine the amount of such
Deficiency Amount and shall give notice to MBIA by telephone or telecopy of the
amount of such deficiency confirmed in writing by the Notice of Nonpayment by
12:00 noon, New York City time on such third Business Day.
(b) At the time of the execution and delivery of this Agreement, the
Trust Administrator shall establish a separate special purpose trust account in
the name of the Trust Administrator for the benefit of Holders of the Class
I-A-9 Certificates referred to herein as the "Policy Payment Account" over which
the Trust Administrator shall have exclusive control and sole right of
withdrawal. The Trust Administrator shall deposit any amounts paid under the
Policy into the Policy Payment Account and distribute such amounts only for
purposes of payment to Holders of the Class I-A-9 Certificates of the Insured
Payment for which a claim was made and such amounts may not be applied to
satisfy any costs, expenses or liabilities of the Trustee, Trust Administrator
or the Trust Estate. Amounts paid under the Policy shall be disbursed by the
Trust Administrator to Holders of the Class I-A-9 Certificates in the same
manner as distributions in reduction of the principal balance of and interest on
the Certificates of such Class are made under Section 4.01(e). It shall not be
necessary for such payments of the Insured Payment to be made by checks or wire
transfers separate from the check or wire transfer used to pay distributions in
reduction of the principal balance of and interest on the Class I-A-9
Certificates with funds available to make such distributions. However, the
amount of any distribution to be paid from funds transferred from the Policy
Payment Account shall be noted as provided in (c) below and in the statement to
be furnished to Holders of the Class I-A-9 Certificates and MBIA pursuant to
Section 4.04. Funds held in the Policy Payment Account shall not be invested by
the Trust Administrator.
On any Distribution Date with respect to which a claim has been made
under the Policy, the amount of any funds received by the Trust Administrator as
a result of the claim under the Policy to the extent necessary to make
distributions on the Class I-A-9 Certificates equal to the Deficiency Amount on
such Distribution Date shall be withdrawn from the Policy Payment Account and
applied by the Trust Administrator to the payment in full of the Deficiency
Amount. Any funds deposited into the Policy Payment Account in respect of the
Class I-A-9 Certificates that are remaining therein on the first Business Day
following a Distribution Date after the Deficiency Amount has been made to the
Certificateholders of such Class shall be remitted in immediately available
funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business
Day.
(c) The Trust Administrator shall keep a complete and accurate record
of the Class I-A-9 Interest Loss Amount, the Class I-A-9 Principal Loss Amount
and any Non-Supported Interest Shortfall allocated to the Class I-A-9
Certificates once the Reserve Fund has been depleted, paid from moneys received
under the Policy. MBIA shall have the right to inspect such records at
reasonable times upon one Business Day's prior notice to the Trust
Administrator.
(d) In the event that the Trust Administrator has received a certified
copy of an order of the appropriate court that any distributions in reduction of
the principal balance of or interest on a Class I-A-9 Certificate has been
avoided in whole or in part as a preference payment under applicable bankruptcy
law, the Trust Administrator shall so notify MBIA and shall comply with the
provisions of the Policy to obtain payment by MBIA of such avoided distribution,
and shall, at the time it provides notice to MBIA, notify, by mail to Holders of
the Certificates of such Class that, in the event that any Holder's distribution
is so recovered, such Holder will be entitled to payment pursuant to the terms
of the Policy, a copy of which shall be made available by the Trust
Administrator and the Trust Administrator shall furnish to MBIA its records
evidencing the distributions in reduction of the principal balance of and
interest (including any Non-Supported Interest Shortfall described in Section
4.08(c)) on the Class I-A-9 Certificates, if any, which have been made by the
Trust Administrator and subsequently recovered from Holders, and the dates on
which such distributions were made. Such payment under the Policy shall be
disbursed to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the order and not to the Trust Administrator or any Class
I-A-9 Certificateholder directly (unless such Certificateholder has previously
paid such amount to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the order, in which case such payment shall be disbursed
to the Trust Administrator for distribution to such Certificateholder upon proof
of such payment reasonably satisfactory to MBIA).
(e) The Trust Administrator shall promptly notify MBIA of any
proceeding or the institution of any action seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or
similar law (a "Preference Claim") of any distribution made with respect to the
Class I-A-9 Certificates as to which it has actual knowledge. Each Holder of a
Class I-A-9 Certificate, by its purchase of such Certificates, and the Trustee
and Trust Administrator hereby agree that MBIA (so long as no MBIA Default
exists) may at any time during the continuation of any proceeding relating to a
Preference Claim direct all matters relating to such Preference Claim,
including, without limitation, (i) the direction of any appeal of any order
relating to any Preference Claim and (ii) the posting of any surety, supersedeas
or performance bond pending any such appeal. In addition and without limitation
of the foregoing, MBIA shall be subrogated to the rights of the Trustee, the
Trust Administrator and each Holder in the conduct of any Preference Claim,
including, without limitation, all rights of any party to an adversary
proceeding or action with respect to any court order issued in connection with
any such Preference Claim.
(f) The Trust Administrator and the Trustee acknowledge, and each
Holder of a Class I-A-9 Certificate by its acceptance of such Certificate
agrees, that without the need for any further action on the part of MBIA, the
Trustee or the Trust Administrator, to the extent that MBIA makes payments
directly or indirectly on account of principal or interest on any Class I-A-9
Certificate, MBIA shall be fully subrogated to all of the rights of such
Certificateholders with respect to any and all amounts paid under the Policy.
The Class I-A-9 Certificateholders by acceptance of such Certificates assign
their rights as Holders of such Certificates to MBIA to the extent of MBIA's
interest with respect to amounts paid under the Policy. Anything herein to the
contrary notwithstanding, solely for purposes of determining MBIA's rights, as
applicable, as subrogee for payments distributable pursuant to Section 4.01, any
payment with respect to distributions to the Class I-A-9 Certificates which is
made with funds received pursuant to the terms of the Policy, shall not be
considered payment of the Class I-A-9 Certificates from the Trust Estate and
shall not result in the distribution or the provision for the distribution in
reduction of the Principal Balance of the Class I-A-9 Certificates except to the
extent such payment has been reimbursed to MBIA pursuant to the terms hereof.
(g) The Master Servicer shall designate an MBIA Contact Person who
shall be available to MBIA to provide reasonable access to information regarding
the Mortgage Loans. The initial MBIA Contact Person is appointed in Section
11.23.
(h) The Trust Administrator shall surrender the Policy to MBIA for
cancellation upon reduction of the Principal Balance of the Class I-A-9
Certificates to zero.
(i) All references herein to the ratings assigned to the Certificates
and to the interests of any Certificateholders shall be without regard to the
Policy.
(j) For so long as there is no continuing default by MBIA under its
obligations under the Policy, each Holder of a Class I-A-9 Certificate agrees
that MBIA shall be entitled to exercise the voting, consent, directing and other
control rights of the Holders of the Class I-A-9 Certificates without consent of
such Holders and the Holders of the Class I-A-9 Certificates shall only exercise
such rights with the prior written consent of MBIA.
(k) Any actions taken by the Trust Administrator pursuant to this
Section 4.08 shall be performed on behalf of the Trustee.
SECTION 4.09 CALCULATION OF AMOUNTS; BINDING EFFECT OF INTERPRETATIONS
AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to be
made on the Certificates and all losses to be allocated to the Certificates. In
the event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates, the allocation of losses to the Certificates or otherwise,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class I-A-R
and Class I-A-LR Certificates, integral multiples of $1,000 in excess thereof
(except, if necessary, for one Certificate of each Class (other than the Class
I-A-R and Class I-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, as the case may be), and shall be substantially in the respective
forms set forth as Exhibits X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0,
X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00,
X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00,
X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00,
A-I-A-30, A-I-A-31, A-I-A-32, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00,
X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, X-X-X-00, A-I-A-PO,
A-I-A-R, A-I-A-LR, A-II-A-1, A-II-A-PO, X-0, X-0, X-0, X-0, X-0, B-6 and C
(reverse side of Certificates) hereto. On original issue the Certificates shall
be executed and delivered by the Trust Administrator to or upon the order of the
Seller upon receipt by the Trust Administrator or the Custodian of the documents
specified in Section 2.01. The aggregate principal portion (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 Trust
Administrator by any Responsible Officer thereof. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Trust Administrator shall bind the Trust Administrator
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trust
Administrator, or unless there appears on such Certificate a certificate of
authentication executed by the Authenticating Agent by manual signature, and
such countersignature or certificate upon a Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative
of [the Clearing Agency] to the Seller or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of [the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the registration requirements of the Securities Act of
1933, as amended, and any applicable State securities laws are complied with, or
such transfer is exempt from the registration requirements under said Act and
laws. In the event that a transfer is to be made in reliance upon an exemption
from said Act or laws, (i) unless such transfer is made in reliance on Rule
144A, the Trust Administrator or the Seller may, if such transfer is to be made
within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
B-4, Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trustee, the
Trust Administrator, the Seller or the Master Servicer. The Holder of a Class
B-4, Class B-5 or Class B-6 Certificate desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Trust Administrator, the
Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. Neither the Seller nor the
Trust Administrator is under an obligation to register the Class B-4, Class B-5
or Class B-6 Certificates under said Act or any other securities law.
(c) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the Trust Administrator and the Seller shall have received
(i) a representation letter from the transferee in the form of Exhibit J hereto,
to the effect that either (a) such transferee is not an employee benefit plan or
other retirement arrangement subject to Title I of ERISA or Code Section 4975,
or a governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") and is not a person acting on behalf of or using the assets of any such
Plan, which representation letter shall not be an expense of the Trustee, the
Trust Administrator, the Seller or the Master Servicer or (b) with respect to
the Class B Certificates only, 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
Certificate presented for registration in the name of a Plan, or a trustee of
any such Plan, (A) an Opinion of Counsel satisfactory to the Trust Administrator
and the Seller to the effect that the purchase or holding of such Class B-4,
Class B-5 or Class B-6 Certificate will not result in the assets of the Trust
Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Trust Administrator, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Trust Administrator, the
Seller or the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trustee, the Trust Administrator,
the Seller or the Master Servicer. The Class B-4, Class B-5 and Class B-6
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class
I-A-R or Class I-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 I-A-R or Class
I-A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trust Administrator
with an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trust Administrator an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class I-A-R or Class I-A-LR Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class I-A-R or Class I-A-LR Certificate will not be
disregarded for federal income tax purposes (any such person who is not covered
by clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted
Foreign Holder"), and any such purported transfer shall be void and have no
effect. The Trust Administrator shall not execute, and shall not authenticate
(or cause the Authenticating Agent to authenticate) and deliver, a new Class
I-A-R or Class I-A-LR Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trust Administrator shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class I-A-R or Class I-A-LR Certificate, unless the transferor shall have
provided to the Trust Administrator an affidavit, substantially in the form
attached as Exhibit H hereto, signed by the transferee, to the effect that the
transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class I-A-R or
Class I-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 I-A-R or Class I-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 I-A-R or Class I-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 I-A-R and Class I-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 I-A-R or Class I-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
I-A-R or Class I-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 the Class I-A-R or Class I-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 I-A-R or Class I-A-LR Certificate, and (ii)
the Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class I-A-R or Class I-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 I-A-R or Class I-A-LR Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent (and MBIA in the case of the Class I-A-9 Certificates)
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent (and MBIA in the case of the Class I-A-9 Certificates) such
security or indemnity as may be required by them to hold each of them harmless,
then, in the absence of notice to the Trust Administrator or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trust Administrator shall execute and authenticate (or cause the Authenticating
Agent to authenticate) and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and principal portion or Percentage Interest and of the same Class. Upon
the issuance of any new Certificate under this Section, the Trust Administrator
or the Certificate Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expense (including the fees and expenses of the Trust
Administrator or the Authenticating Agent) in connection therewith. Any
duplicate Certificate issued pursuant to this Section shall constitute complete
and indefeasible evidence of ownership in the Trust Estate, as if originally
issued, whether or not the lost, stolen, or destroyed Certificate shall be found
at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, MBIA, the Master Servicer, the Trustee, the Trust
Administrator, the Certificate Registrar and any agent of the Seller, the Master
Servicer, the Trustee, the Trust Administrator or the Certificate Registrar may
treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01, and for all other purposes whatsoever, and neither the Seller, MBIA, the
Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar
nor any agent of the Seller, MBIA, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
(a) If the Trust Administrator is not acting as Certificate Registrar,
the Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of a
request by the Trust Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and addresses of the
Certificateholders of each Class as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar, the
Trust Administrator and the Trustee that neither the Seller, the Master
Servicer, the Certificate Registrar, the Trust Administrator nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates the Corporate Trust Office and the principal
corporate trust office of the Authenticating Agent, if any, as its offices and
agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator in
writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency, (iii) after the occurrence of dismissal or
resignation of the Master Servicer, Beneficial Owners representing aggregate
Voting Interests of not less than 51% of the aggregate Voting Interests of each
outstanding Class of Book-Entry Certificates advise the Trust Administrator
through the Clearing Agency and Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Beneficial Owners or (iv) upon the occurrence of the
events specified in Section 4.07(g), the Trust Administrator shall notify the
Beneficial Owners, through the Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Certificates to Beneficial Owners
requesting the same. Upon surrender to the Trust Administrator by the Clearing
Agency of the Certificates held of record by its nominee, accompanied by
reregistration instructions and directions to execute and authenticate new
Certificates from the Master Servicer, the Trust Administrator shall execute and
authenticate Definitive Certificates for delivery at its Corporate Trust Office.
The Master Servicer shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trust Administrator nor the Trustee shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER
SERVICER.
Subject to the following paragraph, the Seller and the Master Servicer
each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER
SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, including without limitation, any legal action against the Trustee
or the Trust Administrator in their respective capacities hereunder, other than
any loss, liability or expense (including without limitation, expenses payable
by the Master Servicer under 8.06) incurred by reason of willful misfeasance,
bad faith or gross negligence in the performance of his or its duties hereunder
or by reason of reckless disregard of his or its obligations and duties
hereunder. The Seller, the Master Servicer and any of the directors, officers,
employees or agents of either may rely in good faith on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. Neither the Seller nor the Master Servicer shall
be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and
which in its opinion does not involve it in any expense or liability; provided,
however, that the Seller or the Master Servicer may in its discretion undertake
any such action which it may deem necessary or desirable with respect to this
Agreement and the rights and duties of the parties hereto and the interests of
the Certificateholders hereunder if the Certificateholders offer to the Seller
or the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A Certificates and Class B Certificates in the
same manner as Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac, is satisfactory to the
Trustee and the Trust Administrator, in the exercise of its reasonable judgment,
and executes and delivers to the Trustee and the Trust Administrator an
agreement, in form and substance reasonably satisfactory to the Trustee and the
Trust Administrator, which contains an assumption by such purchaser or
transferee of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer hereunder from
and after the date of such agreement; and (b) each applicable Rating Agency's
rating of any Certificates in effect immediately prior to such assignment, sale
or transfer is not reasonably likely to be qualified, downgraded or withdrawn as
a result of such assignment, sale or transfer and the Certificates are not
reasonably likely to be placed on credit review status by any such Rating Agency
(without, in the case of the Class I-A-9 Certificates, giving effect to the
guaranty provided by MBIA); and (ii) to delegate to, subcontract with,
authorize, or appoint an affiliate of the Master Servicer to perform and carry
out any duties, covenants or obligations to be performed and carried out by the
Master Servicer under this Agreement and hereby agrees so to delegate,
subcontract, authorize or appoint to an affiliate of the Master Servicer any
duties, covenants or obligations to be performed and carried out by the Master
Servicer to the extent that such duties, covenants or obligations are to be
performed in any state or states in which the Master Servicer is not authorized
to do business as a foreign corporation but in which the affiliate is so
authorized. In no case, however, shall any permitted assignment and delegation
relieve the Master Servicer of any liability to the Trustee, the Trust
Administrator or the Seller under this Agreement, incurred by it prior to the
time that the conditions contained in clause (i) above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE, THE TRUST ADMINISTRATOR AND
SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee, the
Trust Administrator and the Seller and any director, officer or agent thereof
against any loss, liability or expense, including reasonable attorney's fees,
arising out of, in connection with or incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties of the Master Servicer
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement. Any payment pursuant to this Section made by the
Master Servicer to the Trustee, the Trust Administrator or the Seller shall be
from such entity's own funds, without reimbursement therefor. The provisions of
this Section 6.07 shall survive the termination of this Agreement.
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by the
Master Servicer under the terms of this Agreement which, in either case,
continues unremedied for a period of three business days after the date
upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or to
the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(ii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on
the part of the Master Servicer in the Certificates or in this Agreement
which continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee, or to the Master
Servicer and the Trustee by the holders of Certificates evidencing in the
aggregate not less than 25% of the aggregate Voting Interest represented by
all Certificates;
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged and unstayed for a period of 60
days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating to
the Master Servicer, or of or relating to all or substantially all of its
property;
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors or voluntarily suspend payment
of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it becomes
ineligible to service for both Xxxxxx Mae and Xxxxxxx Mac, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator, on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator, on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trustee and the Trust Administrator in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator,
on behalf of the Trustee, all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such Event
of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND
UPON EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
SECTION 7.05 TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator, on behalf of the Trustee shall be the successor
in all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
(without, in the case of the Class I-A-9 Certificates, giving effect to the
guaranty provided by MBIA) by either Rating Agency and the retention thereof by
the Master Servicer would avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 8.01 DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee and the Trust Administrator from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee and the Trust Administrator and conforming to the requirements of
this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable for
any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE TRUST
ADMINISTRATOR.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may request and
rely and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties and the manner of obtaining consents and evidencing the
authorization of the execution thereof shall be subject to such reasonable
regulations as the Trustee or the Trust Administrator, as applicable, may
prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult with
counsel, and any written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall 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 Trust Administrator shall not be
accountable, shall have no liability and makes no representation as to any
acts or omissions hereunder of the Master Servicer until such time as the
Trust Administrator may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any of
the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
SECTION 8.03 NEITHER THE TRUSTEE NOR THE TRUST ADMINISTRATOR REQUIRED
TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor
the Trust Administrator shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
SECTION 8.04 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE FOR
CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
SECTION 8.05 TRUSTEE AND TRUST ADMINISTRATOR MAY OWN CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent thereof, in
its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to each of the Trustee
and the Trust Administrator from time to time, and each of the Trustee and the
Trust Administrator shall be entitled to receive, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder shall at all
times (i) be a corporation or association having its principal office in a state
and city acceptable to the Seller, organized and doing business under the laws
of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
of resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to
be eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or the Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less than
51% of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator
and appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
successor trust administrator, as the case may be, the successor trustee or
trust administrator shall cause such notice to be mailed at the expense of the
Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, to which it may
sell or transfer its corporate trust business and assets as a whole or
substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject either the Upper-Tier REMIC or
the Lower-Tier REMIC to federal, state or local tax or cause either the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, which
Opinion of Counsel shall be at the sole expense of the Trustee or the Trust
Administrator, as the case may be.
SECTION 8.11 AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent, which
shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Trust
Administrator the Seller and the Master Servicer. The Trust Administrator may at
any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for
any action taken by it as such at the direction of the Trust Administrator. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee, or custodian shall refer to
this Agreement and the conditions of this Article. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee, or separately, as may be
provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 8.07 hereunder and
no notice to Certificateholders of the appointment thereof shall be required
under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the Closing Date,
with the consent of the Master Servicer and the Seller, appoint one or more
Custodians to hold all or a portion of the Owner Mortgage Loan Files as agent
for the Trust Administrator, by entering into a Custodial Agreement. Subject to
this Article VIII, the Trust Administrator agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Owner
Mortgage Loan File. Each Custodial Agreement may be amended only as provided in
Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee, the Trust Administrator and the Master
Servicer covenants and agrees that it shall perform its duties hereunder in a
manner consistent with the REMIC Provisions and shall not knowingly take any
action or fail to take any other action that would (i) affect the determination
of the Trust Estate's status as two separate REMICs; or (ii) cause the
imposition of any federal, state or local income, prohibited transaction,
contribution or other tax on either the Upper-Tier REMIC, the Lower-Tier REMIC
or the Trust Estate. The Master Servicer, or, in the case of any tax return or
other action required by law to be performed directly by the Trust
Administrator, the Trust Administrator, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
return, make, or cause to be made, elections satisfying the requirements of the
REMIC Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier
REMIC and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward,
or cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trust Administrator and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file Form
8811 and apply for an Employee Identification Number with a Form SS-4 or any
other permissible method and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests represented by
the Class X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, I-A-7, I-A-8, I-A-9, X-X-00,
X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00,
X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, I-A-29, I-A-30,
I-A-31, I-A-32, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00, X-X-00,
X-X-00, X-X-00, X-X-00, X-X-00, Class I-A-PO, Class I-A-R, Class I-A-LR, Class
II-A-1 and Class II-A-PO Certificates and the Class X-x, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates and the interest in the
Lower-Tier REMIC represented by the Class A-L1, Class A-L2, Class A-L5, Class
A-LPO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4, Class B-L5
and Class B-L6 Interests and the Class I-A-LR Certificate; (viii) exercise
reasonable care not to allow the occurrence of any "prohibited transactions"
within the meaning of Code Section 860F(a), unless the Master Servicer shall
have provided an Opinion of Counsel to the Trust Administrator that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject any of
the Upper-Tier REMIC, Lower-Tier REMIC or the Trust Estate to tax or (c) cause
the Trust Estate to fail to qualify as two separate REMICs; (ix) exercise
reasonable care not to allow either the Upper-Tier REMIC or the Lower-Tier REMIC
to receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf of the
Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the Upper-Tier REMIC or the 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 I-A-R and Class I-A-LR Certificateholders for such purpose
(or if the Master Servicer is not so permitted, the Holders of the Class I-A-R
and Class I-A-LR Certificates shall be tax matters persons for the Upper-Tier
REMIC and the Lower-Tier REMIC, respectively, in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee's sole duties with respect
to the REMICs are to sign the tax returns referred to in clause (i) of the
second preceding sentence and to comply with written directions from the Master
Servicer or the Trust Administrator.
In order to enable the Master Servicer, the Trust Administrator or the
Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer, the Trust Administrator and the Trustee shall pay from
its own funds, without any right of reimbursement therefor, the amount of any
costs, liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee, respectively, to
perform its obligations under this Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that WFHM fails to make a Periodic Advance required to be
made pursuant to the WFHM Servicing Agreement on or before the Distribution
Date, the Trust Administrator shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trust Administrator shall not be
required to make such Periodic Advances if prohibited by law or if it determines
that such Periodic Advance would be a Nonrecoverable Advance. With respect to
those Periodic Advances which should have been made by WFHM, the Trust
Administrator shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v)
hereof, to be reimbursed from the Certificate Account for Periodic Advances and
Nonrecoverable Advances made by it.
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION OF
ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.18. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Estate) or by the Trust Administrator (in any other
case) by letter to Certificateholders mailed not earlier than the 15th day of
the month preceding the month of such final distribution and not later than the
twentieth day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class I-A-R and Class I-A-LR Certificates, the amounts, if
any, which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(iii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trust Administrator
of any Periodic Advances, is insufficient to pay in full the amounts set forth
in clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the
amount available for distribution to Certificateholders shall be allocated in
reduction of the amounts otherwise distributable on the Final Distribution Date
in the same manner as Realized Losses are allocated pursuant to Sections 4.02(a)
and (g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trust Administrator shall on such
date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise by
the Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator and the Trustee have received an Opinion of
Counsel to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC as of the date
of such notice (or, if earlier, the date on which the first such notice is
mailed to Certificateholders). The Master Servicer shall also specify such
date in a statement attached to the final tax returns of the Upper-Tier
REMIC and the Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator, on behalf of 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, the Trust Administrator and the
Trustee and with respect to amendments affecting the rights or obligations of
MBIA, with the consent of MBIA, without the consent of any of the
Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct or
supplement any provisions herein or therein which may be inconsistent with any
other provisions herein or therein or in the related Prospectus, (iii) to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of the Trust Estate as two separate
REMICs at all times that any Certificates are outstanding or to avoid or
minimize the risk of the imposition of any federal tax on the Trust Estate, the
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a
claim against the Trust Estate, provided that (a) the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that such action
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Upper-Tier Certificate Account and the Lower-Tier
Certificate Account provided that such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (v) to modify, eliminate or add to the provisions of
Section 5.02 or any other provisions hereof restricting transfer of the
Certificates, provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such modifications to this Agreement
will neither adversely affect the rating on the Certificates nor give rise to a
risk that either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder. Notwithstanding the foregoing, any amendment pursuant to
clause (iv) or (vi) shall not be deemed to adversely affect in any material
respect the interest of Certificateholders and no Opinion of Counsel to that
effect shall be required if the person requesting the amendment instead obtains
a letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates (without, in the case of the Class I-A-9 Certificates, giving
effect to the guaranty provided by MBIA).
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee with the consent of MBIA (only with respect to amendments affecting the
rights or obligations of MBIA) with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66-2/3% of the aggregate Voting
Interests of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class in a manner other than as described in
clause (i) hereof without the consent of Holders of Certificates of such Class
evidencing, as to such Class, Voting Interests aggregating not less than 66-2/3%
or (iii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under
this Section 10.01(a) to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trust Administrator or the Trustee;
provided, however, (i) that such amendment does not conflict with any provisions
of the related Servicing Agreement, (ii) that the related Servicing Agreement
provides for the remittance of each type of Unscheduled Principal Receipts
received by such Servicer during the Applicable Unscheduled Principal Receipt
Period (as so amended) related to each Distribution Date to the Master Servicer
no later than the 24th day of the month in which such Distribution Date occurs
and (iii) that such amendment is for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period for
Type 1 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 Trust Administrator.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trust Administrator, but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by certified or registered mail, return receipt requested (i) in the case of the
Seller, to Xxxxx Fargo Asset Securities Corporation, 0000 Xxx Xxxxxxx Xxx,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Xxxxx Fargo Bank Minnesota, National Association, 0000 Xxx
Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office, (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department and (iv) in the case of MBIA, to
MBIA Insurance Corporation, 000 Xxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, Attention:
IPM-SF (Xxxxx Fargo Series 2001-12) (in each case in which notice or other
communication to MBIA refers to an MBIA Default or a claim under the policy or
with respect to which failure on the part of MBIA to respond shall be deemed to
constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel and
shall be marked to indicate "URGENT MATERIAL ENCLOSED"). Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, provided, however, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge
by an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, the Trust Administrator, the Servicer or a
Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trust Administrator shall give prompt notice to each Rating
Agency and MBIA of the occurrence of any of the following events of which it has
notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant
to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency
and MBIA of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency and MBIA:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of all
of its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CUT-OFF DATE.
The Cut-Off Date for the Certificates is May 1, 2001.
SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $675,727,178.21.
SECTION 11.03 ORIGINAL GROUP I-A PERCENTAGE.
The Original Group I-A Percentage is 96.64817297%.
SECTION 11.04 ORIGINAL GROUP II-A PERCENTAGE.
The Original Group II-A Percentage is 96.64745664%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS A
CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class I-A-1 $ 77,500,000.00
Class I-A-2 $ 90,000,000.00
Class I-A-3 $ 8,450,000.00
Class I-A-4 $ 45,901,530.00
Class I-A-5 $ 10,355,000.00
Class I-A-6 $ 45,000,000.00
Class I-A-7 $ 11,291,000.00
Class I-A-9 $ 15,000,000.00
Class I-A-10 $ 275,000.00
Class I-A-11 $ 275,000.00
Class I-A-12 $ 275,000.00
Class I-A-13 $ 275,000.00
Class I-A-14 $ 275,000.00
Class I-A-15 $ 275,000.00
Class I-A-16 $ 275,000.00
Class I-A-17 $ 275,000.00
Class I-A-18 $ 275,000.00
Class I-A-19 $ 275,000.00
Class I-A-20 $ 275,000.00
Class I-A-21 $ 275,000.00
Class I-A-22 $ 275,000.00
Class I-A-23 $ 275,000.00
Class I-A-24 $ 275,000.00
Class I-A-25 $ 275,000.00
Class I-A-26 $ 275,000.00
Class I-A-27 $ 275,000.00
Class I-A-28 $ 275,000.00
Class I-A-29 $ 275,000.00
Class I-A-30 $ 2,250,000.00
Class I-A-31 $ 2,080,000.00
Class I-A-32 $ 3,035,000.00
Class I-A-33 $ 225,000.00
Class I-A-34 $ 225,000.00
Class I-A-35 $ 225,000.00
Class I-A-36 $ 225,000.00
Class I-A-37 $ 225,000.00
Class I-A-38 $ 225,000.00
Class I-A-39 $ 225,000.00
Class I-A-40 $ 225,000.00
Class I-A-41 $ 225,000.00
Class I-A-42 $ 225,000.00
Class I-A-43 $ 121,225,000.00
Class I-A-44 $ 19,176,000.00
Class I-A-PO $ 259,008.12
Class I-A-R $ 50.00
Class I-A-LR $ 50.00
Class II-A-1 $ 193,665,557.00
Class II-A-PO $ 152,121.83
SECTION 11.05(A) ORIGINAL NOTIONAL AMOUNT.
The Original Notional Amount is $1,666,666.00.
SECTION 11.06 ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE.
The Original Aggregate Non-PO Principal Balance is $675,316,048.26.
SECTION 11.07 ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE.
The Original Aggregate Subordinate Percentage is 3.35203958%.
SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $22,636,861.26.
SECTION 11.09 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
The Original Group I Subordinated Principal Balance is $15,918,917.51.
SECTION 11.10 ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE.
The Original Group II Subordinated Principal Balance is $6,717,943.75.
SECTION 11.11 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS B
CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $ 10,811,635.00
Class B-2 $ 4,730,090.00
Class B-3 $ 2,365,045.00
Class B-4 $ 2,027,182.00
Class B-5 $ 1,013,590.00
Class B-6 $ 1,689,319.26
SECTION 11.12 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.75106548%.
SECTION 11.13 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 1.05063936%.
SECTION 11.14 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.70042630%.
SECTION 11.15 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.40024359%.
SECTION 11.16 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.25015239%.
SECTION 11.17 CLOSING DATE.
The Closing Date is May 25, 2001.
SECTION 11.18 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans pursuant
to Section 9.01 hereof shall be conditioned upon the aggregate Scheduled
Principal Balance of the Mortgage Loans being less than $67,572,717.82 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.19 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class I-A-R,
Class I-A-LR, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class
I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class I-A-19,
Class I-A-20, Class I-A-21, Class I-A-22, Class I-A-23, Class I-A-24, Class
I-A-25, Class I-A-26, Class I-A-27, Class I-A-28, Class I-A-29, Class I-A-33,
Class I-A-34, Class I-A-35, Class I-A-36, Class I-A-37, Class I-A-38, Class
I-A-39, Class I-A-40, Class I-A-41 and Class I-A-42 Certificates) and the Class
B Certificates, the minimum Denomination eligible for wire transfer on each
Distribution Date is $500,000. The Class I-A-R, Class I-A-LR, Class I-A-10,
Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class
I-A-16, Class I-A-17, Class I-A-18, Class I-A-19, Class I-A-20, Class I-A-21,
Class I-A-22, Class I-A-23, Class I-A-24, Class I-A-25, Class I-A-26, Class
I-A-27, Class I-A-28, Class I-A-29, Class I-A-33, Class I-A-34, Class I-A-35,
Class I-A-36, Class I-A-37, Class I-A-38, Class I-A-39, Class I-A-40, Class
I-A-41 and Class I-A-42 Certificates are not eligible for wire transfer.
SECTION 11.20 SINGLE CERTIFICATE.
A Single Certificate for the Class I-A-1, Class I-A-2, Class I-A-4,
Class I-A-6, Class I-A-43 and Class II-A-1 Certificates represent a $25,000
Denomination. A Single Certificate for the Class I-A-3, Class I-A-5, Class
I-A-7, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13,
Class I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class
I-A-19, Class I-A-20, Class I-A-21, Class I-A-22, Class I-A-23, Class I-A-24,
Class I-A-25, Class I-A-26, Class I-A-27, Class I-A-28, Class I-A-29, Class
I-A-30, Class I-A-31, Class I-A-32, Class I-A-33, Class I-A-34, Class I-A-35,
Class I-A-36, Class I-A-37, Class I-A-38, Class I-A-39, Class I-A-40, Class
I-A-41, Class I-A-42 and Class I-A-44 Certificates represent a $1,000
Denomination. A Single Certificate for the Class I-A-8 Certificate represents a
$1,666,666.67 Denomination. A Single Certificate for the Class I-A-PO, Class
II-A-PO, Class B-1, Class B-2 and Class B-3 Certificates represents a $100,000
Denomination. A Single Certificate for the Class I-A-R and Class I-A-LR
Certificates represents a $50 Denomination. A Single Certificate for the Class
B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination.
SECTION 11.21 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate as
is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
SECTION 11.22 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each Mortgage
Loan shall be 0.017% per annum.
SECTION 11.23 MBIA CONTACT PERSON.
The initial MBIA Contact Person is Xxxxxxx Xxxxxx, Vice President of
the Seller.
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
XXXXX FARGO ASSET SECURITIES CORPORATION
as Seller
By:
-----------------------------------------
Name: Xxxx X. XxXxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Master Servicer
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
-----------------------------------------
Name:
Title:
Attest:
By: ________________________________
Name: ______________________________
Title: _____________________________
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:
-----------------------------------------
Name
Title:
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 25th day of May, 2001, before me, a notary public in and for
the State of Maryland, personally Xxxx XxXxxxxx, known to me who, being by me
duly sworn, did depose and say that he resides at McLean, Virginia; that he is
Vice President of Xxxxx Fargo Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 25th day of May, 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 at 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 corporation.
------------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 25th day of May, 2001, before me, a notary public in and for
the State of North Carolina, personally appeared ___________________, known to
me who, being by me duly sworn, did depose and say that s/he resides at
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
STATE OF )
) ss.:
COUNTY OF )
On this 25th day of May, 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 at
_________________, _________________; 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]
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 25th day of May, 2001, before me, a notary public in and for
the State of North Carolina, personally appeared _____________________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
------------------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-12, CLASS I-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AA 8 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-1 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-1 Certificates required to be
distributed to Holders of the Class I-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-1 Certificates applicable to each
Distribution Date will be 6.750% 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 I-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-2
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AB 6 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-2 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively),, formed
by Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator")
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-2 Certificates required to be
distributed to Holders of the Class I-A-2 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Group
I-A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Classes of Group
I-A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-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 I-A-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-3
[FORM OF FACE OF CLASS I-A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-12, CLASS I-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AC 4 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-3 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-3 Certificates required to be
distributed to Holders of the Class I-A-3 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-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 I-A-3 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-4
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AD 2 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-4 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-4 Certificates required to be
distributed to Holders of the Class I-A-4 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-4 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-4 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-5
[FORM OF FACE OF CLASS I-A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-12, CLASS I-A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: May 1, 2001
CUSIP No.: 94976X AE 0 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-5 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-5 Certificates required to be
distributed to Holders of the Class I-A-5 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-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 I-A-5 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-6
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: May 1, 2001
CUSIP No.: 94976X AF 7 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-6 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-6 Certificates required to be
distributed to Holders of the Class I-A-6 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-6 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-6 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-7
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: May 1, 2001
CUSIP No.: 94976X AG 5 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-7 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-7 Certificates required to be
distributed to Holders of the Class I-A-7 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-7 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 I-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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-8
[FORM OF FACE OF CLASS I-A-8 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-12, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: May 1, 2001
CUSIP No.: 94976X AH 3 First Distribution Date: June 25, 2001
Denomination: $________________ (Initial
Notional Amount)
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-8 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-8 Certificates required to be
distributed to Holders of the Class I-A-8 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class I-A-8 Certificates are not entitled to distributions in respect of
principal. Interest will accrue on the Class I-A-8 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 I-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 on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-9
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED HEREIN) PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AJ 9 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-9 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of the Class I-A-9 Certificates on such
Distribution Date as specified in the Agreement. Distributions of principal will
be made to the Holders of the Class I-A-9 Certificates as described below and in
the Agreement. Prior to the Distribution Date, if any, on which MBIA fails to
make a required principal payment under the Policy, distributions in reduction
of the Principal Balance of this Certificate (including amounts paid in respect
of such losses under the Policy as defined below) will be made only in lots
equal to $1,000 initial principal balance and in accordance with the priorities
and procedures set forth in Section 4.07 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random lot.
On and after such Distribution Date, distributions in reduction of principal
balance will be made as provided in the Agreement. Distributions in reduction of
the Principal Balance of certain Classes of Class A Certificates may not
commence on the first Distribution Date specified above. Distributions of
principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-9 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 I-A-9 Certificates, as described in the Agreement.
The Class I-A-9 Certificates will be entitled to the benefits of a
Financial Guaranty Insurance Policy issued by MBIA Insurance Corporation (the
"Policy") to the extent described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-10
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AK 6 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-10 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-10 Certificates required to be
distributed to Holders of the Class I-A-10 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-10 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 I-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-11
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AL 4 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-11 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-11 Certificates required to be
distributed to Holders of the Class I-A-11 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-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 I-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-12
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AM 2 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-12 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-12 Certificates required to be
distributed to Holders of the Class I-A-12 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-12 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 I-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-13
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AN 0 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-13 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-13 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-13 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 I-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-14
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AP 5 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-14 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-14 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-14 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 I-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-15
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AQ 3 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-15 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-15 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-15 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 I-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-16
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-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)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AR 1 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-16 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-16 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-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 I-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-17
[FORM OF FACE OF CLASS I-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 2001-12, CLASS I-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)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AS 9 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-17 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-17 Certificates required to be
distributed to Holders of the Class I-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 Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-17 Certificates applicable to each
Distribution Date will be 6.750% per annum. Prior to the applicable Accretion
Termination Date, no distribution of interest on this Certificate will be made.
Prior to the applicable Accretion Termination Date, interest otherwise available
for distribution on this Certificate will be added to the Principal Balance of
the Class I-A-17 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 I-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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-18
[FORM OF FACE OF CLASS I-A-18 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 2001-12, CLASS I-A-18
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AT 7 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-18 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-18 Certificates required to be
distributed to Holders of the Class I-A-18 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-18 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 I-A-18 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-19
[FORM OF FACE OF CLASS I-A-19 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 2001-12, CLASS I-A-19
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AU 4 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-19 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-19 Certificates required to be
distributed to Holders of the Class I-A-19 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-19 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 I-A-19 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-20
[FORM OF FACE OF CLASS I-A-20 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 2001-12, CLASS I-A-20
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AV 2 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-20 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-20 Certificates required to be
distributed to Holders of the Class I-A-20 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-20 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 I-A-20 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-21
[FORM OF FACE OF CLASS I-A-21 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 2001-12, CLASS I-A-21
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AW 0 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-21 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-21 Certificates required to be
distributed to Holders of the Class I-A-21 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-21 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 I-A-21 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-22
[FORM OF FACE OF CLASS I-A-22 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 2001-12, CLASS I-A-22
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AX 8 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-22 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-22 Certificates required to be
distributed to Holders of the Class I-A-22 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-22 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 I-A-22 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-23
[FORM OF FACE OF CLASS I-A-23 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 2001-12, CLASS I-A-23
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AY 6 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-23 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-23 Certificates required to be
distributed to Holders of the Class I-A-23 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-23 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 I-A-23 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-24
[FORM OF FACE OF CLASS I-A-24 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 2001-12, CLASS I-A-24
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X AZ 3 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-24 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-24 Certificates required to be
distributed to Holders of the Class I-A-24 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-24 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 I-A-24 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-25
[FORM OF FACE OF CLASS I-A-25 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 2001-12, CLASS I-A-25
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BA 7 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-25 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-25 Certificates required to be
distributed to Holders of the Class I-A-25 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-25 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 I-A-25 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-26
[FORM OF FACE OF CLASS I-A-26 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 2001-12, CLASS I-A-26
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BB 5 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-26 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-26 Certificates required to be
distributed to Holders of the Class I-A-26 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-26 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 I-A-26 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-27
[FORM OF FACE OF CLASS I-A-27 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 2001-12, CLASS I-A-27
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BC 3 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-27 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-27 Certificates required to be
distributed to Holders of the Class I-A-27 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-27 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 I-A-27 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-28
[FORM OF FACE OF CLASS I-A-28 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 2001-12, CLASS I-A-28
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BD 1 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-28 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-28 Certificates required to be
distributed to Holders of the Class I-A-28 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-28 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 I-A-28 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-29
[FORM OF FACE OF CLASS I-A-29 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 2001-12, CLASS I-A-29
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BE 9 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-29 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-29 Certificates required to be
distributed to Holders of the Class I-A-29 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-29 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 I-A-29 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-30
[FORM OF FACE OF CLASS I-A-30 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 2001-12, CLASS I-A-30
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BF 6 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-30 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-30 Certificates required to be
distributed to Holders of the Class I-A-30 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-30 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 I-A-30 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-31
[FORM OF FACE OF CLASS I-A-31 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 2001-12, CLASS I-A-31
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BG 4 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-31 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-31 Certificates required to be
distributed to Holders of the Class I-A-31 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-31 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 I-A-31 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-32
[FORM OF FACE OF CLASS I-A-32 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 2001-12, CLASS I-A-32
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BH 2 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-32 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-32 Certificates required to be
distributed to Holders of the Class I-A-32 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-32 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 I-A-32 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-33
[FORM OF FACE OF CLASS I-A-33 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 2001-12, CLASS I-A-33
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BJ 8 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-33 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-33 Certificates required to be
distributed to Holders of the Class I-A-33 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-33 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 I-A-33 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-34
[FORM OF FACE OF CLASS I-A-34 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 2001-12, CLASS I-A-34
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BK 5 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-34 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-34 Certificates required to be
distributed to Holders of the Class I-A-34 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-34 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 I-A-34 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-35
[FORM OF FACE OF CLASS I-A-35 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 2001-12, CLASS I-A-35
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BL 3 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-35 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-35 Certificates required to be
distributed to Holders of the Class I-A-35 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-35 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 I-A-35 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-36
[FORM OF FACE OF CLASS I-A-36 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 2001-12, CLASS I-A-36
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BM 1 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-36 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-36 Certificates required to be
distributed to Holders of the Class I-A-36 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-36 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 I-A-36 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-37
[FORM OF FACE OF CLASS I-A-37 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 2001-12, CLASS I-A-37
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BN 9 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-37 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-37 Certificates required to be
distributed to Holders of the Class I-A-37 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-37 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 I-A-37 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-38
[FORM OF FACE OF CLASS I-A-38 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 2001-12, CLASS I-A-38
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BP 4 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-38 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-38 Certificates required to be
distributed to Holders of the Class I-A-38 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-38 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 I-A-38 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-39
[FORM OF FACE OF CLASS I-A-39 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 2001-12, CLASS I-A-39
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BQ 2 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-39 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-39 Certificates required to be
distributed to Holders of the Class I-A-39 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-39 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 I-A-39 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-40
[FORM OF FACE OF CLASS I-A-40 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 2001-12, CLASS I-A-40
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BR 0 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-40 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-40 Certificates required to be
distributed to Holders of the Class I-A-40 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-40 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 I-A-40 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-41
[FORM OF FACE OF CLASS I-A-41 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 2001-12, CLASS I-A-41
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BS 8 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-41 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-41 Certificates required to be
distributed to Holders of the Class I-A-41 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-41 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 I-A-41 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-42
[FORM OF FACE OF CLASS I-A-42 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 2001-12, CLASS I-A-42
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BT 6 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-42 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-42 Certificates required to be
distributed to Holders of the Class I-A-42 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-42 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 I-A-42 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-43
[FORM OF FACE OF CLASS I-A-43 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 2001-12, CLASS I-A-43
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BU 3 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-43 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-43 Certificates required to be
distributed to Holders of the Class I-A-43 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-43 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 I-A-43 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-44
[FORM OF FACE OF CLASS I-A-44 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 2001-12, CLASS I-A-44
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BV 1 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-44 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-44 Certificates required to be
distributed to Holders of the Class I-A-44 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-44 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 I-A-44 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-PO
[FORM OF FACE OF CLASS I-A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-12, CLASS I-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BY 5 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-PO Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-PO Certificates required to be
distributed to Holders of the Class I-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class I-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-R
[Form of Face of Class I-A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE 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 2001-12, CLASS I-A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BW 9 First Distribution Date: June 25, 2001
Denomination: $___________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 I-A-R Certificate with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-R Certificate required to be
distributed to the Holder of the Class I-A-R Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-R Certificate applicable to 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 I-A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT I-A-LR
[Form of Face of Class I-A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-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 2001-12, CLASS I-A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BX 7 First Distribution Date: June 25, 2001
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 I-A-LR Certificate with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-LR Certificate required to be
distributed to the Holder of the Class I-A-LR Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-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 I-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 Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT II-A-1
[FORM OF FACE OF CLASS II-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-12, CLASS II-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X BZ 2 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 II-A-1 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Xxxxx Fargo Asset Securities Corporation (hereinafter called the "Seller", which
term includes any successor entity under the Agreement referred to below). The
Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as
of May 25, 2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-1 Certificates required to be
distributed to Holders of the Class II-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-1 Certificates applicable to each
Distribution Date will be 6.500% 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 II-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT II-A-PO
[FORM OF FACE OF CLASS II-A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-12, CLASS II-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X CA 6 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 II-A-PO Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-PO Certificates required to be
distributed to Holders of the Class II-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND MBIA 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 2001-12, CLASS B-1
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X CB 4 First Distribution Date: June 25, 2001
Denomination: $_________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and MBIA as specified in the
Agreement, any Class B-1 Distribution Amount required to be distributed to
Holders of the Class B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-1 Certificates applicable to the Distribution Date occurring
in June 2001 will be 6.676% per annum. With respect to each succeeding
Distribution Date, the pass-through rate will be a per annum rate equal to the
weighed average of 6.750% for Loan Group I and 6.500% for Loan Group II,
weighted on the basis of the Group Subordinate Amount for each Loan Group. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CLASS A CERTIFICATES,
MBIA 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 2001-12, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X CC 2 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, MBIA 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 the Distribution Date occurring
in June 2001 will be 6.676% per annum. With respect to each succeeding
Distribution Date, the pass-through rate will be a per annum rate equal to the
weighed average of 6.750% for Loan Group I and 6.500% for Loan Group II,
weighted on the basis of the Group Subordinate Amount for each Loan Group. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, MBIA, 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 2001-12, CLASS B-3
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X CD 0 First Distribution Date: June 25, 2001
Denomination: $________________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, MBIA and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to the Distribution Date occurring
in June 2001 will be 6.676% per annum. With respect to each succeeding
Distribution Date, the pass-through rate will be a per annum rate equal to the
weighed average of 6.750% for Loan Group I and 6.500% for Loan Group II,
weighted on the basis of the Group Subordinate Amount for each Loan Group. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, MBIA, 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 2001-12, CLASS B-4
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X CE 8 First Distribution Date: June 25, 2001
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, MBIA and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to the Distribution Date occurring
in June 2001 will be 6.676% per annum. With respect to each succeeding
Distribution Date, the pass-through rate will be a per annum rate equal to the
weighed average of 6.750% for Loan Group I and 6.500% for Loan Group II,
weighted on the basis of the Group Subordinate Amount for each Loan Group. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
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 Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, MBIA, 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 2001-12, CLASS B-5
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X CF 5 First Distribution Date: June 25, 2001
Denomination: $_____________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, MBIA and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to the Distribution Date occurring
in June 2001 will be 6.676% per annum. With respect to each succeeding
Distribution Date, the pass-through rate will be a per annum rate equal to the
weighed average of 6.750% for Loan Group I and 6.500% for Loan Group II,
weighted on the basis of the Group Subordinate Amount for each Loan Group. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
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 Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, MBIA, 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 2001-12, CLASS B-6
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2001
CUSIP No.: 94976X CG 3 First Distribution Date: June 25, 2001
Denomination: $_______________
Percentage Interest evidenced
by this Certificate: ______% Final Scheduled Maturity Date: June 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 two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans," respectively), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of May 25, 2001 (the "Agreement") among
the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, MBIA and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to the Distribution Date occurring
in June 2001 will be 6.676% per annum. With respect to each succeeding
Distribution Date, the pass-through rate will be a per annum rate equal to the
weighed average of 6.750% for Loan Group I and 6.500% for Loan Group II,
weighted on the basis of the Group Subordinate Amount for each Loan Group. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
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 Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:__________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2001-12 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-12
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
Social Security or other Identifying Number of Assignee:
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _____________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to ___________________________________.
Applicable statements should be mailed to _______________________________.
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
EXHIBIT D
RESERVED
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trust Administrator (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trust Administrator"), XXXXX FARGO ASSET SECURITIES CORPORATION (together with
any successor in interest, the "Seller"), XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer, and the Trust
Administrator and the United States Trust Company of New York, as trustee, have
entered into a Pooling and Servicing Agreement dated as of May 25, 2001 relating
to the issuance of Mortgage Pass-Through Certificates, Series 2001-12 (as in
effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trust Administrator, the
Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trust Administrator for
these purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant
to Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
CONCERNING THE CUSTODIAN
Section 3.1. Custodian a Bailee and Agent of the Trust
Administrator. With respect to each Mortgage Note, Mortgage and other documents
constituting each Custodian File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trust Administrator, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Custodial File shall be delivered by the Custodian to the Seller or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In
such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trust Administrator shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trust
Administrator shall give prompt notice to the Custodian of any amendment or
supplement to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx By:__________________________________
Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 Name:_____________________________
Title:____________________________
Address: XXXXX FARGO ASSET SECURITIES CORPORATION
0000 Xxx Xxxxxxx Xxx By:__________________________________
Xxxxxxxxx, Xxxxxxxx 00000 Name:_____________________________
Title:____________________________
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:__________________________________
Name:_____________________________
Title:____________________________
Address: [CUSTODIAN]
By:__________________________________
Name:_____________________________
Title:____________________________
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
______________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Bank
Minnesota, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
______________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 20__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
______________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 20__, before me, a notary public in
and for the State of __________, personally appeared __________ __________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association
______________________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1A
[Schedule of Type 1 Mortgage Loans in Group I]
WFMBS
(i) (ii) (iii) (iv) (v) (vi) (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
-------- -------------------------------------- -------- -------- -------- ---------- -------- ----------
4974635 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,935.35 360 1-Nov-30
5102560 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,321.27 360 1-Jan-30
5108382 WESTHAMPTON XXXXX XX 00000 SFD 7.750 6.750 $ 4,458.24 360 1-Apr-31
5114730 CLOVIS NM 88101 SFD 7.625 6.750 $ 2,725.01 000 0-Xxx-00
0000000 XXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,370.34 360 1-Feb-30
5126028 XXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,207.59 360 1-Aug-30
5131923 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,155.71 360 1-May-30
5135378 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,219.31 360 1-Apr-30
5137005 XXXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,477.28 360 1-Feb-30
5138158 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,318.06 360 1-May-30
5143484 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,686.31 360 1-Sep-30
5143486 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,272.45 360 1-Feb-30
5144905 XXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,654.16 360 1-Mar-30
5149009 XXXX XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,894.48 360 1-Jul-30
5149204 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,434.81 360 1-Mar-30
5157271 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,989.47 360 1-May-30
5160607 XXXX XXXX XX 00000 SFD 7.875 6.750 $ 2,871.27 360 1-May-30
5162982 XXX XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,384.03 360 1-Jun-30
5164410 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,852.73 360 1-Jun-30
5164575 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,708.95 360 1-Jul-30
5165442 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,581.25 360 1-Apr-30
5167247 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86 360 1-Jul-30
5167292 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,180.77 000 0-Xxx-00
0000000 XXXXX XX 00000 SFD 7.625 6.750 $ 3,538.97 360 1-Jun-30
5707954 XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,165.50 360 1-Apr-30
5708392 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,545.14 360 1-Apr-30
5709801 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 1,982.69 360 1-Apr-30
5714056 XXXXXXX XX 00000 SFD 7.500 6.750 $ 1,985.77 360 1-Jun-30
5715612 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,354.49 360 1-Jun-30
5717470 XXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,124.31 360 1-Apr-30
5718703 XXXXXXXXXX XX 00000 PUD 8.000 6.750 $ 2,935.06 360 1-Jun-30
5719072 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,880.76 360 1-May-30
5719575 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,185.07 360 1-Jul-30
5719715 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,831.17 360 1-Jun-30
5720210 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,040.05 360 1-Jul-30
5721173 XXX XXXXX XX 00000 LCO 7.875 6.750 $ 3,625.35 360 1-Jun-30
5721802 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,569.41 360 1-Apr-30
5722290 XXXXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 1,313.89 360 1-Jul-30
5725560 XXXX XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,033.16 360 1-Jun-30
5726224 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,385.02 360 1-May-30
5727874 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,124.55 360 1-May-30
5729212 XXX XXXX XX 00000 SFD 7.875 6.750 $ 2,143.30 360 1-May-30
5730470 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,008.12 360 1-Jul-30
5730554 XXXXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,036.13 360 1-Aug-30
5734210 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,237.49 360 1-Jul-30
5734729 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,339.80 360 1-Jun-30
5734839 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,992.64 360 1-Aug-30
5735166 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,029.69 360 1-Oct-30
5735213 XXXXX XX 00000 SFD 7.500 6.750 $ 2,233.22 360 1-Aug-30
5735532 XXXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 3,510.66 360 1-May-30
5736612 XXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 4,532.25 360 1-Oct-30
5736925 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,478.17 360 1-Jun-30
5736946 XXX XXXX XX 00000 SFD 7.625 6.750 $ 2,478.17 360 1-Jun-30
5737222 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,357.79 360 1-Aug-30
5738287 XXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,678.29 360 1-Jun-30
5739063 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,518.11 360 1-Aug-30
5739878 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,447.25 360 1-Jul-30
5741258 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,180.23 360 1-Jun-30
5742704 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,321.39 360 1-Jun-30
5743386 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,058.86 360 1-Aug-30
5745451 XXXXXX XX 00000 LCO 7.625 6.750 $ 2,321.62 360 1-Jul-30
5749051 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,837.86 360 1-Apr-31
5751308 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,535.52 360 1-Jul-30
5751749 XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,824.52 360 1-Jul-30
5752304 XXXXX XXXXX XX 00000 LCO 7.625 6.750 $ 2,420.86 360 1-Aug-30
5755578 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,718.71 360 1-Aug-30
5755972 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,579.64 360 1-Aug-30
5756125 XXXXX XX 00000 SFD 7.750 6.750 $ 2,460.85 360 1-Jul-30
5759288 XXX XXXX XX 00000 SFD 7.625 6.750 $ 2,098.36 360 1-Sep-30
5760976 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,813.86 360 1-Aug-30
5763549 XXX XXXX XX 00000 SFD 8.000 6.750 $ 2,140.09 360 1-Aug-30
5763817 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,568.31 360 1-Nov-30
5764141 XXXXXXXX XXXXXXX XX 00000 SFD 8.000 6.750 $ 3,669.92 360 1-Aug-30
5766560 XXXX XX 00000 SFD 7.625 6.750 $ 2,707.76 360 1-Nov-30
5767913 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,634.67 360 1-Jul-30
5773562 XXXXXXX XXXXXX XX 00000 SFD 8.000 6.750 $ 2,612.98 360 1-Aug-30
5774269 XXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,398.84 360 1-Oct-30
5774599 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,039.69 360 1-Sep-30
5779549 XXXXXX XX 00000 SFD 7.625 6.750 $ 7,080.97 360 1-Aug-30
5779697 XXXXXX XX 00000 SFD 8.000 6.750 $ 3,595.45 360 1-Nov-30
5784176 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,540.29 360 1-Sep-30
5786347 XXXXXX XX 00000 LCO 7.750 6.750 $ 2,665.33 358 1-Jan-31
5789619 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,151.69 360 1-Sep-30
5801572 XXXXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 3,806.61 360 1-Nov-30
5802209 XXXXXXXXXXX XX 00000 SFD 8.375 6.750 $ 4,378.02 360 1-Nov-30
5804167 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,774.24 360 1-Nov-30
5804244 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,753.89 360 1-May-31
5823222 XXXX XXXXX XX 00000 LCO 7.250 6.750 $ 2,558.17 360 1-Apr-31
5824373 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 5,866.72 360 1-May-31
5828071 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,456.70 360 1-Nov-30
5829893 XXXXXX XX 00000 HCO 8.000 6.750 $ 3,265.90 360 1-Oct-30
5831228 XXXX XX 00000 SFD 8.000 6.750 $ 2,043.01 360 1-Nov-30
5833530 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,017.64 360 1-Dec-30
5835890 CORTLANDT XXXXX XX 00000 SFD 7.125 6.750 $ 2,560.14 360 1-Apr-31
5842805 XXXXXX XX 00000 HCO 7.500 6.750 $ 2,796.86 360 1-Jan-31
5843310 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,648.55 360 1-Dec-30
5847713 XXXXXXX XX 00000 LCO 7.750 6.750 $ 2,379.86 360 1-Dec-30
5861606 XXXXXX XX 00000 SFD 7.875 6.750 $ 3,625.35 360 1-Apr-31
5863748 XXXX XXXXXX XX 00000 PUD 7.875 6.750 $ 4,169.15 360 1-Feb-31
5864666 XXXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,387.52 360 1-Feb-31
5866086 XXXXX XXXX XX 00000 COP 8.375 6.750 $ 651.96 360 1-Mar-31
5870446 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,365.93 360 1-May-31
0000000 XX XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,935.06 360 1-Mar-31
5879234 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,104.52 360 1-Mar-31
5879396 XXX XXXX XX 00000 SFD 7.500 6.750 $ 3,251.35 360 1-Mar-31
5880850 XXXXXXX XX 00000 SFD 8.125 6.750 $ 3,396.92 360 1-Jan-31
5881611 XXXXXXXX XX 00000 SFD 8.500 6.750 $ 2,283.67 360 1-Jan-31
5881895 XXXXX XXX XX 00000 SFD 7.875 6.750 $ 4,712.96 360 1-Mar-31
5881992 XXXXXXXX XX 00000 SFD 8.625 6.750 $ 3,927.84 360 1-Jan-31
5882168 XXXXXXXX XX 00000 SFD 8.375 6.750 $ 3,496.33 360 1-Jan-31
5883879 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,489.95 360 1-May-31
5884003 XXXXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 3,859.67 360 1-Apr-31
5885188 XXXXXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 3,902.05 360 1-Apr-31
5886044 XXXX XX XXXX XX 00000 SFD 7.500 6.750 $ 3,799.59 360 1-Apr-31
5886320 XXXXX XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,831.18 360 1-Apr-31
5894339 XXXXXXXXX XX 00000 SFD 7.000 6.733 $ 6,653.03 360 1-Apr-31
5895414 XX XXXXXX XXXXX XX 00000 SFD 8.000 6.750 $ 3,301.95 360 1-May-31
5895499 XXX XXXX XX 00000 SFD 7.875 6.750 $ 3,451.33 360 1-Apr-31
5897750 XXXXXXX XX 00000 SFD 7.000 6.733 $ 3,991.82 360 1-Apr-31
5899093 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,997.83 360 1-Jan-31
5899312 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 6,872.22 360 1-May-31
5899429 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,428.55 360 1-May-31
5901029 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,221.17 360 1-Apr-31
5901175 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 4,462.53 360 1-Mar-31
5902090 XXXXXX XX 00000 SFD 7.000 6.733 $ 3,240.03 360 1-May-31
5902119 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,524.06 360 1-May-31
5903436 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,375.93 360 1-Apr-31
5904548 XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,385.05 360 1-Apr-31
5905623 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,120.56 360 1-May-31
5907005 XXXXX XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 6,852.30 360 1-Apr-31
5907127 XXX XXXXXX XX 00000 SFD 7.125 6.750 $ 2,568.89 360 1-May-31
5907165 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,915.61 360 1-Apr-31
5907228 XXXXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 4,177.06 360 1-May-31
5908042 XXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,548.06 360 1-Apr-31
5908331 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,021.16 360 1-Apr-31
5908335 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,544.20 360 1-Apr-31
5908745 XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,652.22 360 1-Mar-31
5908753 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,377.33 360 1-Apr-31
5908864 XXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,356.48 360 1-Apr-31
5908929 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,237.54 360 1-Apr-31
5909655 XXXXXX XX 00000 SFD 7.500 6.750 $ 4,055.45 360 1-Apr-31
5910019 XXXXXXX XX 00000 MF2 7.500 6.750 $ 2,359.85 360 1-Apr-31
5910576 XXXXXX XX 00000 SFD 7.250 6.750 $ 1,933.97 360 1-May-31
5910999 XXXXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,768.99 360 1-Apr-31
5911317 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,191.30 360 1-May-31
5911901 XXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $ 4,956.55 360 1-Apr-31
5913067 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,569.32 360 1-May-31
5913197 XXXXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 7,250.69 360 1-Mar-31
5914443 MIMBRES NM 88049 SFD 7.625 6.750 $ 2,760.40 360 1-Apr-31
5914972 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,990.43 360 1-Apr-31
5915478 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,625.05 360 1-Apr-31
5916234 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,703.17 360 1-Apr-31
5916518 XXXXX XXXXXXXXXX XX 00000 LCO 7.500 6.750 $ 4,111.39 360 1-May-31
5916892 XXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 4,544.90 360 1-Apr-31
5917062 XXXXXXXX XX 00000 SFD 8.250 6.750 $ 4,180.80 360 1-Apr-31
5917624 XXXXXXXXXX XXXXXXXX XX 00000 SFD 8.125 6.750 $ 4,261.94 360 1-Mar-31
5917743 VASS NC 28394 SFD 7.375 6.750 $ 2,099.65 360 1-Apr-31
5918231 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,069.80 360 1-Apr-31
5918417 XXXXX XX 00000 SFD 7.375 6.750 $ 2,774.45 360 1-Apr-31
5918569 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,728.71 360 1-May-31
5918822 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,372.43 360 1-Mar-31
5919104 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,313.76 360 1-Apr-31
5919119 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,703.78 360 1-Apr-31
5919581 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,740.77 360 1-May-31
5920022 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,900.28 360 1-Mar-31
5920583 XXXXX XX 00000 SFD 7.500 6.750 $ 6,817.34 360 1-Apr-31
5920588 XXXXX XX 00000 SFD 7.250 6.750 $ 2,524.06 360 1-Apr-31
5920770 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,625.92 360 1-Apr-31
5921495 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,538.97 360 1-Apr-31
5921694 XXXXXXX XX 00000 SFD 8.125 6.750 $ 3,854.31 360 1-Mar-31
5922017 XXXXXX XXXX XX 00000 SFD 8.000 6.750 $ 2,933.23 360 1-Feb-31
5922263 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,712.96 360 1-Apr-31
5922296 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,394.81 360 1-Apr-31
5922571 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,538.97 360 1-Apr-31
5922788 XXX XXXXX XX 00000 SFD 7.875 6.750 $ 3,552.85 360 1-Apr-31
5923036 XXX XXXXXX XX 00000 SFD 7.375 6.750 $ 3,453.38 360 1-Apr-31
5924214 XXX XXXXXX XX 00000 SFD 7.250 6.750 $ 2,524.06 360 1-Apr-31
5924413 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,564.99 360 1-Apr-31
5924965 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 4,656.68 360 1-Mar-31
5925014 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,008.93 360 1-Mar-31
5925136 XXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,180.01 360 1-Apr-31
5925200 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,349.22 360 1-Apr-31
5925335 XXX XXXXXXXX XX 00000 SFD 8.250 6.750 $ 2,197.46 360 1-Apr-31
5925640 XXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 4,034.43 360 1-Apr-31
5925677 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,059.20 360 1-Apr-31
5925801 XXXXXXX XX 00000 SFD 8.250 6.750 $ 2,644.46 360 1-May-31
5926559 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86 360 1-Apr-31
5926580 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,447.26 360 1-Apr-31
5926625 XXXXXXX XX 00000 SFD 7.250 6.750 $ 1,609.94 360 1-May-31
5926723 XXXXX XXXX XX 00000 SFD 7.125 6.750 $ 2,526.45 360 1-May-31
5926789 XXXXX XXX XX 00000 SFD 7.125 6.750 $ 1,119.44 240 1-Apr-21
5927076 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,794.01 360 1-May-31
5927906 XXX XXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,755.27 360 1-Apr-31
5928125 XXXXXXX XX 00000 SFD 8.000 6.750 $ 2,345.11 360 1-Mar-31
5928309 XXXXXX XX 00000 SFD 8.000 6.750 $ 2,406.75 360 1-Apr-31
5928566 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,870.94 360 1-Apr-31
5929121 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,865.65 360 1-Apr-31
5929252 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,831.77 360 1-Apr-31
5929313 XXXXX XXXX XX 00000 SFD 8.125 6.750 $ 2,598.75 360 1-Apr-31
5929331 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,661.21 360 1-Apr-31
5929664 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,308.33 360 1-Mar-31
5930267 XXXXXX XXXXX XX 00000 SFD 8.125 6.750 $ 2,227.50 360 1-May-31
5930378 XXXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,410.88 360 1-Apr-31
5930464 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,259.99 360 1-Apr-31
5930869 XXXX XXXXX XX 00000 SFD 7.875 6.750 $ 768.57 360 1-Apr-31
5930896 PRIOR XXXX XX 00000 SFD 7.500 6.750 $ 3,132.49 360 1-Mar-31
5931046 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,831.18 360 1-May-31
5931160 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,999.64 360 1-Apr-31
5931327 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,831.18 360 1-May-31
5931378 XXX XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,299.07 360 1-Apr-31
5931625 XXXXX XXXX XX 00000 SFD 7.875 6.750 $ 2,496.05 360 1-Mar-31
5931907 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,455.84 360 1-Apr-31
5931969 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,431.27 360 1-Mar-31
5932213 XXXXXX XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,251.18 360 1-Apr-31
5933081 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,111.63 360 1-May-31
5933104 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,736.70 360 1-Apr-31
5933590 XXXXX XXXX XX 00000 SFD 7.750 6.750 $ 2,808.34 360 1-May-31
5933785 XXX XXXX XX 00000 MF2 7.250 6.750 $ 3,956.63 360 1-May-31
5933938 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,614.21 360 1-May-31
5934009 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 6,737.19 360 1-Apr-31
5934150 XXXXX XX 00000 SFD 7.250 6.750 $ 4,093.06 360 1-Apr-31
5934185 BELVEDERE XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,510.06 360 1-May-31
5934196 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,195.29 360 1-Apr-31
5934274 XXXX XXXX XX 00000 SFD 7.750 6.750 $ 4,656.68 360 1-May-31
5934399 XXXXXXXX XX 00000 SFD 6.875 6.608 $ 2,864.21 360 1-May-31
5934677 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,037.50 360 1-Apr-31
5934679 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,991.00 360 1-Apr-31
5934936 XX XXXXXXX XX 00000 SFD 7.125 6.750 $ 3,793.04 360 1-Apr-31
5935098 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,944.46 360 1-May-31
5935239 XXXXXX XXXXX XX XX 00000 SFD 7.750 6.750 $ 7,164.13 360 1-Apr-31
5935304 XXXXXXX XX 00000 HCO 7.875 6.750 $ 2,365.54 360 1-Apr-31
5935323 XXXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,021.16 360 1-May-31
5935471 XXXXXX XX 00000 LCO 7.500 6.750 $ 2,215.11 360 1-Apr-31
5935906 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,578.63 360 1-May-31
5935910 XXXXXXXX XX 00000 LCO 7.750 6.750 $ 3,331.32 360 1-Apr-31
5935914 XXXX XX 00000 SFD 7.250 6.750 $ 2,776.46 360 1-Apr-31
5935917 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,066.60 360 1-Apr-31
5936043 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,971.67 360 1-Apr-31
5936101 XXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,865.65 360 1-Apr-31
5936218 XXX XXXX XX 00000 SFD 8.250 6.750 $ 4,357.35 360 1-May-31
5936568 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,373.84 360 1-Apr-31
5936635 XXX XXXXX XX 00000 SFD 8.250 6.750 $ 5,935.01 360 1-Apr-31
5936686 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 2,866.78 360 1-Apr-31
5936687 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 818.15 360 1-Apr-31
5936795 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,109.52 360 1-Apr-31
5937061 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,751.97 360 1-Apr-31
5937307 XXXXXXX XX 00000 SFD 7.375 6.750 $ 4,489.39 360 1-Apr-31
5937708 XXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,474.89 360 1-Apr-31
5938123 XXXXXX XX 00000 SFD 8.250 6.750 $ 4,101.92 360 1-May-31
5938151 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,485.95 360 1-Mar-31
5938292 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,434.15 360 1-Apr-31
5938698 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,975.43 360 1-Apr-31
5939075 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,467.19 360 1-Apr-31
5939134 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,377.33 360 1-May-31
5939150 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,412.30 360 1-May-31
5939223 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,569.32 360 1-Apr-31
5939551 XX XXXXX XX 00000 SFD 8.000 6.750 $ 2,458.12 360 1-May-31
5939580 XXX XXXX XX 00000 SFD 7.875 6.750 $ 1,836.61 360 1-May-31
5939841 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,545.15 360 1-Apr-31
5939857 XXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,856.78 000 0-Xxx-00
0000000 XXX XXX XX 00000 SFD 6.875 6.608 $ 2,305.83 360 1-May-31
5939952 XXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,097.65 360 1-May-31
5940089 XXXXXX XX 00000 SFD 7.500 6.750 $ 1,992.77 360 1-May-31
5940163 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,395.80 360 1-Mar-31
5940772 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,677.85 360 1-Apr-31
5941057 XXXXXXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,540.25 360 1-Apr-31
5941143 XXXXXXXX XX 00000 MF2 7.625 6.750 $ 3,531.90 360 1-Apr-31
5941292 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,194.16 360 1-Mar-31
5941342 XXXXXXXXX XX 00000 SFD 8.375 6.750 $ 2,422.74 360 1-May-31
5941749 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 3,121.37 360 1-Mar-31
5941847 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,175.21 360 1-Apr-31
5942000 XXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,954.66 360 1-Apr-31
5942052 XXXXXXXXXX XX 00000 SFD 6.625 6.358 $ 3,617.76 360 1-May-31
5942302 XXXXXXX XX 00000 LCO 7.375 6.750 $ 2,096.20 360 1-Mar-31
5942401 XXXXX XXXX XX 00000 LCO 7.500 6.750 $ 2,080.52 360 1-Apr-31
5942629 XXXX XX 00000 SFD 7.875 6.750 $ 3,660.78 360 1-Apr-31
5942752 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,530.20 360 1-Apr-31
5942981 XXXXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,660.49 360 1-Apr-31
5942985 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,447.25 360 1-Apr-31
5943130 XXXXX XXXXXXX XX 00000 PUD 7.750 6.750 $ 4,513.40 360 1-Mar-31
5943146 CHEVY CHASE MD 20815 SFD 7.500 6.750 $ 2,321.40 360 1-Apr-31
5943302 XXXXXX XX 00000 PUD 7.250 6.750 $ 3,858.39 360 1-Apr-31
5943651 XXXXXX XX 00000 SFD 7.500 6.750 $ 1,991.37 360 1-May-31
0000000 XX XXXX XX 00000 SFD 7.375 6.750 $ 2,417.36 360 1-Apr-31
5944110 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,468.67 360 1-Apr-31
5944244 XXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,347.07 360 1-Apr-31
5944539 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,104.99 360 1-May-31
5944591 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,691.98 360 1-Apr-31
5944802 XXX XXXX XX 00000 SFD 7.750 6.750 $ 3,223.86 360 1-Apr-31
5944839 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,401.75 360 1-May-31
5945004 XXX XXXXXX XX 00000 PUD 7.625 6.750 $ 2,151.70 360 1-May-31
5945120 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 3,158.06 360 1-Mar-31
5945287 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,349.36 360 1-Apr-31
5945562 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,257.87 360 1-Apr-31
5945630 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,357.00 360 1-May-31
5945885 XXXX XXXX XX 00000 SFD 7.125 6.750 $ 4,379.18 360 1-Apr-31
5946301 XXXXXX XX 00000 SFD 6.625 6.358 $ 6,002.92 360 1-May-31
5946643 XXXXXX XX 00000 SFD 7.125 6.750 $ 3,705.46 360 1-Apr-31
5946741 XXX XXXX XX 00000 PUD 7.375 6.750 $ 2,244.69 360 1-Apr-31
5946797 XX XXXXX XX 00000 SFD 7.125 6.750 $ 2,719.13 360 1-May-31
5946851 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,428.36 360 1-Apr-31
5946953 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,697.26 360 1-May-31
5947193 XXXX XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,348.30 360 1-Apr-31
5947426 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 1,847.00 360 1-Apr-31
5948090 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 3,326.51 360 1-Apr-31
5948109 XXXX XX XXXX XXXX XX 00000 SFD 7.250 6.750 $ 4,419.48 360 1-May-31
5948155 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,919.72 360 1-Apr-31
5948174 XXXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 3,301.23 360 1-May-31
5948191 XXX XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,816.89 360 1-Dec-30
5948210 XXXXXXX XX 00000 SFD 8.125 6.750 $ 2,224.53 360 1-Aug-30
5948623 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,626.05 360 1-May-31
5948676 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,451.90 360 1-May-31
5948779 XXXXX XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,728.71 360 1-May-31
5949464 XXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 797.58 360 1-May-31
5949542 XXXXXX XX 00000 HCO 7.625 6.750 $ 2,377.48 360 1-May-31
5949549 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,728.17 360 1-May-31
5949566 XXXXXXX XX 00000 LCO 7.125 6.750 $ 478.35 360 1-May-31
5949703 XXXXXXXXX XX 00000 LCO 7.125 6.750 $ 3,031.74 360 1-May-31
5950031 XXX XXXX XX 00000 SFD 7.375 6.750 $ 3,315.24 360 1-Mar-31
5950054 XXXXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 3,001.79 360 1-Apr-31
5950080 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,038.97 360 1-Mar-31
5950097 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,983.72 360 1-Mar-31
5950374 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,489.88 360 1-Mar-31
5950421 XXX XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,987.44 360 1-Apr-31
5950437 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 2,969.90 360 1-Mar-31
5950564 XXX XXXX XX 00000 SFD 7.250 6.750 $ 3,479.10 360 1-May-31
5950904 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,769.61 360 1-May-31
5950920 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,395.09 360 1-May-31
5950946 XXXXXX XXXXXX XX 00000 PUD 7.750 6.750 $ 2,285.36 360 1-May-31
5951004 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,775.76 360 1-May-31
5951779 XXXXX XX XX 00000 SFD 7.500 6.750 $ 2,296.92 360 1-Apr-31
5952284 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,352.15 360 1-May-31
5952431 NOKOMIS FL 34275 SFD 7.625 6.750 $ 3,450.50 360 1-Apr-31
5952530 AMBLER PA 19002 SFD 7.500 6.750 $ 2,481.52 360 1-Apr-31
5952628 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,714.43 360 1-Apr-31
5952686 XXXX XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,301.03 360 1-May-31
5952697 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,558.17 360 1-May-31
5952838 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,500.28 360 1-Apr-31
5953309 XXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,427.68 360 1-May-31
5953500 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,052.78 360 1-May-31
5953667 XXX XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,069.80 360 1-May-31
5954234 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,237.79 360 1-Apr-31
5954435 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,588.76 360 1-Apr-31
5954466 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,507.00 360 1-Apr-31
5954500 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,486.43 360 1-Apr-31
5954584 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,672.99 360 1-Mar-31
5954587 XXXX XX 00000 SFD 8.375 6.750 $ 2,120.60 360 1-Mar-31
5954958 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,622.07 360 1-Apr-31
5955139 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,437.64 360 1-Mar-31
5955264 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 1,341.50 360 1-Apr-31
5955537 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 3,174.46 360 1-Apr-31
5955600 XXXXXX XX 00000 SFD 7.000 6.733 $ 2,647.90 360 1-Mar-31
5955654 XX XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,880.76 360 1-Feb-31
5955763 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 4,459.11 360 1-May-31
5956383 XXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,429.15 360 1-May-31
5956569 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,863.47 360 1-Apr-31
5957021 XXX XXXX XX 00000 SFD 7.625 6.750 $ 2,604.69 360 1-Apr-31
5957439 XXXXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 2,726.26 360 1-Apr-31
5957546 XXXXXXXX XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,433.20 360 1-Mar-31
5958314 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,408.09 360 1-Apr-31
5958369 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,845.58 360 1-Apr-31
5958388 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,725.34 360 1-Apr-31
5960004 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,076.54 360 1-Apr-31
5960234 XXX XXXX XX 00000 SFD 7.750 6.750 $ 2,794.01 360 1-May-31
5960375 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,375.93 360 1-May-31
5960910 XXXXXXXXXX XXX XX 00000 SFD 7.250 6.750 $ 3,751.97 360 1-Apr-31
5961013 XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,008.12 360 1-Apr-31
5961300 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,802.67 360 1-May-31
5961421 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,829.70 360 1-Apr-31
5961613 XXXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,348.46 360 1-Apr-31
5962109 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,185.07 360 1-Apr-31
5962192 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,751.02 360 1-Mar-31
5962389 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 3,538.97 360 1-Apr-31
5962456 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 4,656.68 360 1-Apr-31
5962487 XXX XXXX XX 00000 SFD 7.250 6.750 $ 2,237.54 360 1-May-31
5963161 XXX XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,515.99 360 1-Apr-31
5963637 XXXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 3,796.98 360 1-Apr-31
5964682 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,396.64 360 1-Apr-31
5966448 XXXXXX XX 00000 SFD 7.875 6.750 $ 3,806.62 360 1-May-31
5966848 XXXXXX XX 00000 SFD 7.500 6.750 $ 4,544.20 360 1-Apr-31
5966993 XXXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,387.62 360 1-May-31
5967256 XXXXXXXX XX 00000 PUD 7.000 6.733 $ 2,227.11 360 1-May-31
5967784 XXXX XX 00000 SFD 7.375 6.750 $ 2,096.20 360 1-Apr-31
5967804 XXXX XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,582.06 360 1-Apr-31
5967942 XXX XXXXXXXX XX 00000 PUD 7.125 6.750 $ 2,758.34 360 1-Apr-31
5968286 RYE XXXXX XX 00000 SFD 7.375 6.750 $ 3,639.86 360 1-Apr-31
5968361 XXX XXXXXXXXX XX 00000 LCO 7.500 6.750 $ 2,272.45 360 1-Apr-31
5968382 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,169.86 360 1-Apr-31
5968399 XXXXXX XX 00000 SFD 8.000 6.750 $ 3,375.32 360 1-Mar-31
5968451 XXX XXXXX XX 00000 PUD 8.000 6.750 $ 2,927.72 360 1-Apr-31
5969251 XXXXXXX XXXXX XX 00000 PUD 7.500 6.750 $ 2,564.37 360 1-Mar-31
5969259 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,494.89 360 1-Mar-31
5969314 XXXX XX XXXX XX 00000 SFD 7.125 6.750 $ 2,533.19 360 1-Mar-31
5969429 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 6,900.99 360 1-May-31
5970290 XXXXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 2,621.85 360 1-Apr-31
5970400 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,089.05 360 1-May-31
5970615 XXXXXXXX XXXX XX 00000 SFD 7.875 6.750 $ 2,842.27 360 1-Apr-31
5971186 XX XXXXX XXXX XX 00000 SFD 7.750 6.750 $ 2,407.86 360 1-Apr-31
5972145 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,866.78 360 1-May-31
5972244 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,561.42 360 1-May-31
5972629 XX XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,831.53 360 1-Mar-31
5972638 XXXXXXX XXXXX XX 00000 LCO 6.750 6.483 $ 2,567.48 360 1-Mar-31
5972649 XXXXXXXX XXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,140.37 360 1-Mar-31
5973118 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,797.23 360 1-May-31
5973413 XXXXX XXXXX XX 00000 SFD 7.000 6.733 $ 2,029.18 360 1-Mar-31
5973427 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,208.32 360 1-Feb-31
5973455 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,494.72 360 1-Feb-31
5974161 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 4,338.64 360 1-Apr-31
5974800 XXXXXXXX XX 00000 SFD 7.125 6.750 $ 2,150.51 360 1-Feb-31
5974820 XXXXX XXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 2,646.67 360 1-Mar-31
5975169 XXXX XXXXXXX XX 00000 PUD 7.375 6.750 $ 2,320.67 360 1-Apr-31
5976065 XXXXXXX XX 00000 SFD 6.875 6.608 $ 1,862.39 360 1-Mar-31
5976307 DISCOVERY XXX XX 00000 PUD 7.375 6.750 $ 2,880.12 360 1-Apr-31
5976334 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,436.10 360 1-Apr-31
5976408 XXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,552.13 360 1-Apr-31
5976411 XXXXXX XX 00000 SFD 8.500 6.750 $ 4,675.00 360 1-May-31
5976431 XXX XXXXX XX 00000 PUD 7.625 6.750 $ 2,583.45 360 1-Apr-31
5976521 XXXXXXX XX 00000 SFD 7.000 6.733 $ 2,275.33 360 1-Mar-31
5976568 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,836.99 360 1-Apr-31
5976908 XXX XXXX XX 00000 SFD 7.375 6.750 $ 4,482.49 360 1-May-31
5977842 XXXXXXX XX 00000 SFD 7.125 6.750 $ 5,255.01 360 1-May-31
5978282 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,090.53 360 1-Apr-31
5978589 XXXXXX XX 00000 SFD 6.875 6.608 $ 2,499.61 360 1-Apr-31
5978728 XXXXXX XX 00000 SFD 7.250 6.750 $ 2,677.55 360 1-May-31
5981307 XXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,455.83 360 1-Apr-31
5981564 XXX XXXX XX 00000 SFD 6.875 6.608 $ 2,497.97 360 1-Apr-31
5981947 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,610.25 360 1-Apr-31
5982584 XXXXXX XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,902.91 360 1-Apr-31
5991188 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,154.97 360 1-May-31
5994015 XXXXX XX 00000 SFD 7.500 6.750 $ 2,223.50 360 1-Apr-31
7571011 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,709.08 360 1-Xxx-30
7706797 XXXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,498.70 360 1-Sep-30
7731643 MARINA DEL REY CA 90292 HCO 7.500 6.750 $ 4,195.29 360 1-Apr-30
7741097 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,368.42 360 1-Jul-30
7765824 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,228.84 360 1-Jul-30
7796120 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,505.87 360 1-Dec-30
7822809 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,076.54 360 1-Jun-30
7840085 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,447.25 360 1-Xxx-30
7852554 XXXX XX 00000 SFD 7.625 6.750 $ 3,895.17 360 1-May-30
7863037 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,361.90 360 1-Xxx-30
7869621 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,543.46 360 1-Aug-30
7882696 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,456.49 360 1-Jun-30
7888509 XXXXXXX XX 00000 SFD 7.125 6.750 $ 4,311.80 360 1-Apr-31
7889587 NAGS XXXX XX 00000 SFD 7.625 6.750 $ 2,195.52 360 1-Oct-30
7889710 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,146.16 360 1-Feb-30
7893740 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,005.51 360 1-Jul-30
7897943 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,114.86 360 1-Jun-30
7916445 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 5,373.09 360 1-Dec-30
7920405 XXXXXXX XX 00000 SFD 8.000 6.750 $ 2,553.23 360 1-Jul-30
7930699 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,657.01 360 1-Apr-30
7934610 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86 360 1-Xxx-30
7939676 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,585.57 360 1-Feb-30
7949920 XXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,070.53 360 1-Feb-30
7956613 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,407.01 360 1-Feb-30
7957752 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,156.03 360 1-May-30
7971689 XXXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 2,454.66 360 1-Jun-30
7973772 XXXXX XX 00000 SFD 7.875 6.750 $ 4,118.39 360 1-Oct-30
7982253 MADISON XXXX XX 00000 SFD 7.625 6.750 $ 2,123.38 360 1-Dec-29
7984750 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,206.02 360 1-Dec-29
7987197 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,342.37 360 1-Apr-30
7989167 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,194.87 360 1-Jul-30
7989998 YORBA LINDA CA 92886 SFD 7.875 6.750 $ 4,413.22 360 1-Feb-30
7992265 XXXXXX XX 00000 PUD 7.625 6.750 $ 2,834.01 360 1-Xxx-30
7994487 XXXXXXXXX XXXXXXX XX 00000 LCO 7.625 6.750 $ 2,069.41 360 1-Dec-29
7997272 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,040.41 360 1-Xxx-31
8008719 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,746.91 360 1-Apr-31
8009021 ALISO VIEJO CA 92656 SFD 7.500 6.750 $ 2,307.62 360 1-Xxx-30
8009613 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,810.60 360 1-Jul-30
8010668 XXXXXXXX XXXX XX 00000 LCO 7.500 6.750 $ 2,395.09 360 1-Xxx-30
8011828 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,129.25 360 1-Aug-30
8013262 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,151.69 360 1-Apr-30
8013562 XX XXXXX XX 00000 SFD 7.625 6.750 $ 3,149.68 360 1-Xxx-30
8014446 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,275.13 360 1-Nov-30
8018197 XXXXXXXX XXXX XX 00000 LCO 7.625 6.750 $ 2,362.85 360 1-Xxx-30
8018260 XXXXX XXX XX 00000 SFD 7.625 6.750 $ 2,265.52 360 1-Feb-30
8022175 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,377.33 360 1-Feb-30
8023866 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,971.66 360 1-Feb-30
8027397 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,185.95 360 1-Xxx-30
8027606 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,062.56 360 1-Feb-30
8028317 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,208.32 360 1-Xxx-30
8030779 MARINA DEL REY CA 90292 HCO 7.500 6.750 $ 3,770.51 360 1-Apr-30
8033814 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,437.21 360 1-Aug-30
8036822 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,151.69 360 1-Mar-30
8039961 XXXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,543.04 360 1-Sep-30
8040318 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,833.01 360 1-Apr-30
8045195 XXXXX XXXX XX 00000 SFD 7.625 6.750 $ 3,115.77 360 1-Mar-30
8047643 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,328.34 360 1-Nov-30
8052746 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,406.98 360 1-May-30
8054104 XXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,068.37 360 1-May-30
8055650 XXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 2,863.28 360 1-Apr-30
8058097 XXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,181.87 360 1-Apr-30
8058473 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,662.01 360 1-Nov-30
8061827 XXX XXXX XX 00000 SFD 7.625 6.750 $ 2,970.39 360 1-Apr-30
8065742 XXXXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,362.18 360 1-Jul-30
8065893 XXXX XXXXX XX 00000 SFD 8.000 6.750 $ 3,668.82 360 1-Apr-30
8068318 SO. XXXXXX XXX. XX 00000 SFD 7.750 6.750 $ 2,589.08 360 1-May-30
8073114 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,412.54 360 1-Sep-30
8074276 XXX XXXXXXXXX XX 00000 LCO 7.500 6.750 $ 2,174.84 360 1-Apr-30
8077347 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,753.94 360 1-Apr-30
8077979 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,188.20 360 1-Dec-30
8089535 XXXXXXX XXXXXXX XX 00000 SFD 8.000 6.750 $ 3,492.72 360 1-May-30
8094253 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,054.80 360 1-Sep-30
8094508 XXXXX XXXXX XXXX. XX 00000 SFD 8.000 6.750 $ 2,348.05 360 1-Nov-30
8095173 DARNESTOWN MD 20878 SFD 7.500 6.750 $ 2,097.64 360 1-Mar-31
8098646 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,294.38 360 1-Jun-30
8098740 CUMBERLAND ME 04021 SFD 7.625 6.750 $ 2,093.22 360 1-May-30
8098994 XXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 4,195.29 360 1-Jun-30
8105081 XXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,336.31 360 1-Sep-30
8105449 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,110.92 360 1-Jul-30
8106598 XXXXX XXXXXX XX 00000 LCO 7.750 6.750 $ 2,292.52 360 1-Nov-30
8108370 XXXXXX XX 00000 LCO 7.750 6.750 $ 2,116.10 360 1-Dec-30
8109559 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 3,301.94 360 1-Dec-30
8109676 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,071.03 360 1-Jul-30
8111074 XXXXXXXXX XX 00000 LCO 7.625 6.750 $ 2,477.28 360 1-Jun-30
8111237 XXXXXXXX XXXX XX 00000 LCO 7.625 6.750 $ 2,604.47 360 1-May-30
8112223 XX XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,536.05 360 1-May-30
8112455 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,459.07 360 1-Sep-30
8112746 XXX XXXX XX 00000 SFD 7.625 6.750 $ 3,427.09 360 1-May-30
8115819 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,447.25 360 1-Jun-30
8115855 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,652.04 360 1-Sep-30
8115901 XXXXXXXXXX XXXX XX 00000 LCO 7.750 6.750 $ 3,084.38 360 1-Dec-30
8115904 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,940.27 360 1-Nov-30
8117159 XXXXXXXXXXX XXX. XX 00000 SFD 7.875 6.750 $ 3,074.29 360 1-Jul-30
8117642 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,114.29 360 1-Nov-30
8118799 XXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 4,556.38 360 1-Jun-30
8119164 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,146.21 360 1-Nov-30
8119699 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,596.70 360 1-Oct-30
8121988 LAKE OSWEGO OR 97034 SFD 7.500 6.750 $ 4,544.89 360 1-May-30
8122593 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,038.37 360 1-May-30
8123429 XXXXXX XX 00000 SFD 7.625 6.750 $ 5,662.35 360 1-Jun-30
8124522 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,545.49 360 1-Xxx-31
8124627 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,392.73 360 1-Jun-30
8125966 XXX XXXX XX 00000 SFD 7.750 6.750 $ 2,077.60 360 1-May-30
8127054 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 4,011.91 360 1-Aug-30
8127640 GROSSE XXXXXX XXX XX 00000 SFD 7.625 6.750 $ 2,888.74 360 1-Jul-30
8128866 XXXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,477.71 360 1-Nov-30
8129621 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,999.38 360 1-Jul-30
8129628 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,546.40 360 1-Apr-30
8129989 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,320.71 360 1-Jun-30
8129993 ST PETERSBURG FL 33703 SFD 7.625 6.750 $ 2,014.66 360 1-Jun-30
8131242 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,279.44 360 1-May-30
8131863 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,064.70 360 1-Jun-30
8131871 BOWIE MD 20720 SFD 7.750 6.750 $ 2,149.35 360 1-Dec-30
8131889 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,117.20 360 1-Jun-30
8133222 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,084.58 360 1-Jul-30
8133384 XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,987.88 360 1-Jul-30
8133642 XXXXX XXXX XX 00000 LCO 7.875 6.750 $ 2,900.28 360 1-Jun-30
8135288 XXXXX XX 00000 SFD 7.500 6.750 $ 2,097.64 360 1-Jul-30
8135438 XXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,496.40 360 1-Aug-30
8135545 XXXXX XX 00000 LCO 7.625 6.750 $ 1,971.09 360 1-May-30
8136853 AGUA XXXXX XX 00000 SFD 7.875 6.750 $ 2,896.35 360 1-Dec-30
8137058 XXXX XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,535.83 360 1-May-30
8137441 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,362.60 360 1-May-30
8138369 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,356.58 360 1-Sep-30
8138928 XXX XXXX XX 00000 SFD 7.500 6.750 $ 3,615.36 360 1-Dec-30
8139031 XXXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,582.06 360 1-Jun-30
8141372 OSPREY FL 34229 SFD 7.750 6.750 $ 2,146.45 360 1-Jul-30
8141866 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,507.44 360 1-Nov-30
8142496 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,005.95 360 1-Sep-30
8143318 XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,538.89 360 1-Jun-30
8144159 XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,223.86 360 1-Jun-30
8144316 XXXXXXX XX 00000 SFD 7.875 6.750 $ 4,149.23 360 1-May-30
8144692 XXXXXX XX 00000 SFD 7.750 6.750 $ 3,145.64 360 1-May-30
8145458 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,539.55 360 1-Jul-30
8145486 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,443.38 360 1-May-30
8145949 INDDIAN XXXXX XX 00000 SFD 7.875 6.750 $ 3,063.62 360 1-Sep-30
8146042 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,827.77 360 1-Jun-30
8146147 XXXXXXXX XXXX XX 00000 LCO 7.750 6.750 $ 2,346.97 360 1-May-30
8147107 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,759.26 360 1-Sep-30
8147278 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,607.74 360 1-Jun-30
8147870 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,175.21 360 1-Aug-30
8149154 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,163.37 360 1-Aug-30
8149574 XXXXXXX XX 00000 SFD 7.750 6.750 $ 1,981.02 360 1-Aug-30
8149835 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,439.16 360 1-May-30
8150489 XXXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,581.95 360 1-Jul-30
8150991 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,973.28 360 1-Jun-30
8151718 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,157.95 360 1-May-30
8151733 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,231.82 360 1-Jun-30
8151793 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,493.11 360 1-Jun-30
8151829 XXXXX XXXXXX XX 00000 PUD 7.750 6.750 $ 2,680.33 360 1-Jun-30
8152023 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,223.86 360 1-Jun-30
8152441 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86 360 1-Jul-30
8156001 XXXXXX CO 80442 SFD 7.625 6.750 $ 2,490.87 360 1-Jul-30
8156906 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,108.25 360 1-Jul-30
8157359 SMYRNA GA 30080 SFD 8.000 6.750 $ 2,935.41 360 1-Jul-30
8157391 XXXXX XX 00000 SFD 7.750 6.750 $ 2,006.06 360 1-Dec-30
8158035 XXXXXX XX 00000 SFD 7.750 6.750 $ 3,036.85 360 1-Jun-30
8158186 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,972.73 360 1-Jul-30
8158609 GYPSUM CO 81637 SFD 7.625 6.750 $ 2,040.23 360 1-Jun-30
8158928 SILVER SPRING MD 20906 SFD 7.750 6.750 $ 3,044.04 360 1-Oct-30
8158936 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,758.19 360 1-Jul-30
8159783 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,173.36 360 1-May-30
8159991 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,081.18 360 1-May-30
8160088 XXXX XX XXXX XX 00000 SFD 7.500 6.750 $ 3,461.11 360 1-Jun-30
8161063 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,406.50 360 1-Jul-30
8161612 XXXXXXXX XXXX XX 00000 LCO 7.875 6.750 $ 2,247.71 360 1-May-30
8161942 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,340.67 360 1-Jun-30
8163465 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 2,494.88 360 1-Apr-31
8164877 XXXX XX 00000 SFD 7.625 6.750 $ 2,517.56 360 1-Nov-30
8165184 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,201.29 360 1-Dec-30
8165447 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,167.56 360 1-Apr-31
8165625 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,185.36 360 1-Nov-30
8165863 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,231.80 360 1-Jun-30
8166439 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,605.53 360 1-Jul-30
8167050 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,681.13 360 1-Jul-30
8167467 XXXXXX XX 00000 HCO 8.000 6.750 $ 2,935.06 360 1-Aug-30
8167795 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,299.33 360 1-Jun-30
8167977 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,267.64 360 1-Nov-30
8168654 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,866.85 360 1-Jul-30
8168869 XXXXXX CO 80435 SFD 7.625 6.750 $ 2,261.49 360 1-Aug-30
8169410 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,716.33 360 1-Jun-30
8170361 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,785.40 360 1-Aug-30
8170486 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,186.81 360 1-Jun-30
8170689 XXXXX XX 00000 SFD 7.875 6.750 $ 3,074.29 360 1-Jul-30
8173423 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,050.87 360 1-Jun-30
8179348 XXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,368.08 360 1-Oct-30
8179868 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,292.52 360 1-Jul-30
8179912 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,610.25 360 1-Jul-30
8180037 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,834.13 360 1-Aug-30
8180203 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,755.26 360 1-Aug-30
8181875 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,479.07 360 1-Sep-30
8182364 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,022.40 360 1-Nov-30
8182799 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,549.68 360 1-Jul-30
8184056 XXXX XX 00000 SFD 7.625 6.750 $ 1,976.83 360 1-Jul-30
8185622 XXXXXXX XX 00000 SFD 7.875 6.750 $ 4,688.23 360 1-Jul-30
8187092 SHARON MA 02067 SFD 7.375 6.750 $ 2,175.63 360 1-Apr-31
8187378 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,460.40 360 1-Oct-30
8189216 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,069.15 360 1-Nov-30
8189920 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,082.31 360 1-Sep-30
8191027 HASTINGS ON HUDSO NY 10706 SFD 7.625 6.750 $ 3,831.00 360 1-Nov-30
8191455 XXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,620.10 360 1-Jul-30
8192653 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,356.35 360 1-Apr-31
8193511 XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,940.48 360 1-Dec-30
8194849 XXX XXXX XX 00000 SFD 8.000 6.750 $ 3,668.53 360 1-Oct-30
8194905 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,247.71 360 1-Jul-30
8194981 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,690.77 360 1-Aug-30
8196127 XXXXXXXXX XXXXXXX XX 00000 SFD 8.000 6.750 $ 3,780.02 360 1-Aug-30
8197126 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,212.09 360 1-Aug-30
8197416 XXXXX XXXX XX 00000 SFD 7.875 6.750 $ 2,609.67 360 1-Jul-30
8199554 XXXXX(XXXXXXXX) XX 00000 SFD 7.750 6.750 $ 2,386.10 360 1-Dec-30
8200538 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 4,585.04 360 1-Aug-30
8202808 XXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,392.99 360 1-Aug-30
8203365 NIWOT CO 80544 SFD 7.875 6.750 $ 3,444.08 360 1-Aug-30
8204295 XXXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,757.56 360 1-Aug-30
8206595 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,341.23 360 1-Jul-30
8207112 XXXXXXXXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 2,481.55 360 1-Jul-30
8207397 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,360.79 360 1-Sep-30
8208962 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,223.86 360 1-Xxx-31
8209527 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,825.16 360 1-Aug-30
8210147 DARNESTOWN MD 20874 SFD 7.625 6.750 $ 2,102.45 360 1-Jul-30
8211569 XXXXXX XX 00000 SFD 8.000 6.750 $ 2,124.31 360 1-Aug-30
8212330 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,124.87 360 1-Aug-30
8213861 XXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,202.90 360 1-Xxx-31
8213963 XXXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,568.42 360 1-Oct-30
8215776 DARNESTOWN MD 20878 SFD 7.250 6.750 $ 3,453.18 360 1-Apr-31
8216048 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,495.22 360 1-Sep-30
8218159 XXXXXX XX 00000 SFD 8.000 6.750 $ 2,605.30 360 1-Sep-30
8218730 XXXXXXXXXXX XX 00000 LCO 7.750 6.750 $ 2,743.36 360 1-Xxx-31
8218849 XXXXXX XX 00000 SFD 7.875 6.750 $ 3,592.36 360 1-Nov-30
8219204 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,124.60 360 1-Xxx-31
8220538 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,900.28 360 1-Nov-30
8223332 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,265.59 360 1-Aug-30
8223366 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,149.83 360 1-Nov-30
8224626 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,702.44 360 1-Dec-30
8228346 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 1,967.52 360 1-Nov-30
8231106 XXXX XXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,208.95 360 1-Aug-30
8233018 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,045.29 360 1-Aug-30
8233134 MONCKS XXXXXX XX 00000 SFD 7.500 6.750 $ 2,039.26 360 1-Apr-31
8236339 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,039.96 360 1-Sep-30
8236816 XXXXX XXXX XX 00000 SFD 7.875 6.750 $ 2,431.68 360 1-Nov-30
8239289 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,290.60 360 1-Dec-30
8242447 XXXXXXXX XX 00000 LCO 7.625 6.750 $ 2,321.56 360 1-Dec-30
8243116 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,722.37 360 1-Dec-30
8244612 XXXXXXXX XXXXX XX 00000 LCO 7.625 6.750 $ 2,209.09 360 1-Nov-30
8244825 XXXXXXX XX 00000 SFD 7.500 6.750 $ 4,673.41 360 1-Apr-31
8249402 XXXXXX XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,574.00 360 1-Aug-30
8251162 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $ 1,981.82 360 1-Xxx-31
8252540 CHADDS FORD PA 19317 SFD 7.750 6.750 $ 2,685.65 360 1-Aug-30
8254103 XXXXXX XX 00000 SFD 7.625 6.750 $ 3,199.69 360 1-Aug-30
8256681 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,496.07 360 1-Apr-31
8259537 XXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,485.71 360 1-Sep-30
8261796 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,507.44 360 1-Oct-30
8262232 XXXXX XX 00000 SFD 7.750 6.750 $ 2,096.94 360 1-Oct-30
8263854 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 4,602.38 360 1-Sep-30
8264133 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 4,060.27 360 1-Sep-30
8266697 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,149.35 360 1-Dec-30
8266739 XXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,536.73 360 1-Apr-31
8269975 XXXXXXXXXXXX XX 00000 LCO 7.875 6.750 $ 2,282.52 360 1-Sep-30
8270262 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,465.48 360 1-Aug-30
8273136 XXXXXX XX 00000 LCO 7.625 6.750 $ 2,307.13 360 1-Sep-30
8273775 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,167.17 360 1-Sep-30
8274501 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,546.85 360 1-Dec-30
8274549 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,292.68 360 1-Nov-30
8275607 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,246.67 360 1-Sep-30
8276132 XXXXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 2,125.28 360 1-Oct-30
8277198 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,417.82 360 1-Sep-30
8277826 CRESTED BUTTE CO 81224 SFD 7.625 6.750 $ 2,833.85 360 1-Sep-30
8279544 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,610.18 360 1-Sep-30
8279925 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,237.49 360 1-Apr-31
8280499 XXXXXXXX XX 00000 LCO 7.625 6.750 $ 1,987.16 360 1-Oct-30
8281363 XXXX XX 00000 SFD 7.625 6.750 $ 2,594.26 360 1-Dec-30
8284094 XXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,550.89 360 1-Sep-30
8289056 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,161.30 360 1-Nov-30
8291568 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,035.35 360 1-Oct-30
8294479 XXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,540.82 360 1-Oct-30
8298023 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,348.33 360 1-Oct-30
8298066 XXXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,168.88 360 1-Dec-30
8299345 LAKE XXXXXX XX 00000 SFD 7.875 6.750 $ 2,065.00 360 1-Oct-30
8299591 XXXXXXXX XX 00000 LCO 7.750 6.750 $ 4,568.06 360 1-Sep-30
8302923 XXXXXXXX XXXXXXX XX 00000 LCO 7.875 6.750 $ 3,562.97 360 1-Oct-30
8306637 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,865.08 360 1-Nov-30
8308110 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,582.86 360 1-Oct-30
8308123 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,447.25 360 1-Nov-30
8308817 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,722.37 360 1-Xxx-31
8310291 XXXXX XXXXXXX XX 00000 SFD 7.875 6.750 $ 3,335.32 360 1-Nov-30
8315956 XXX XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,457.99 360 1-Oct-30
8316232 XXX XXXXX XX 00000 HCO 7.500 6.750 $ 2,164.07 360 1-Oct-30
8317228 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,058.28 360 1-Nov-30
8318116 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,324.84 360 1-Nov-30
8318201 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,605.94 360 1-Nov-30
8318599 XXXXX XXXX XX 00000 LCO 7.875 6.750 $ 2,291.22 360 1-Nov-30
8318672 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 6,016.25 360 1-Xxx-31
8319080 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,717.93 360 1-Nov-30
8319754 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,537.74 360 1-Oct-30
8320604 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,213.00 360 1-Dec-30
8323675 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,926.29 360 1-Oct-30
8327701 XXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,626.68 360 1-Oct-30
8327903 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,323.91 360 1-Oct-30
8346701 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,906.45 360 1-Nov-30
8349421 XXXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,364.27 360 1-Oct-30
8350400 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,221.11 360 1-Dec-30
8350461 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,143.51 360 1-Dec-30
8351531 XXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,233.21 360 1-Nov-30
8351730 GIG XXXXXX XX 00000 SFD 7.750 6.750 $ 2,149.24 360 1-Nov-30
8352720 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,263.23 360 1-Apr-31
8356717 XXXXXXXX XXXX XX 00000 LCO 7.750 6.750 $ 2,432.08 360 1-Nov-30
8357714 XXXX XX XXXX XX 00000 SFD 7.625 6.750 $ 2,477.28 360 1-Dec-30
8358016 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,693.85 360 1-Dec-30
8362085 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,430.43 360 1-Dec-30
8363209 XXXXXX CO 80435 SFD 7.875 6.750 $ 3,197.45 360 1-Dec-30
8363258 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,287.03 360 1-Dec-30
8364393 XXXXXXXXXX XXX XX 00000 SFD 7.750 6.750 $ 2,588.40 360 1-Dec-30
8364691 XXXXXX XXXX XX 00000 LCO 7.750 6.750 $ 2,841.79 360 1-Nov-30
8365727 XXXXX XXXXXX XX 00000 SFD 7.750 6.750 $ 3,671.61 360 1-Nov-30
8367029 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,041.27 360 1-Dec-30
8369366 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,025.12 360 1-Dec-30
8373174 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 3,644.35 360 1-Apr-31
8374017 XXXX XX 00000 SFD 7.750 6.750 $ 2,505.25 360 1-Nov-30
8374475 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,610.25 360 1-Dec-30
8377188 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,234.71 360 1-Xxx-31
8379706 XXXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,406.50 360 1-Dec-30
8382203 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,519.98 360 1-Xxx-31
8385438 XXXX XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,221.15 360 1-Dec-30
8386171 XXXXXX XX 00000 SFD 7.750 6.750 $ 3,324.33 360 1-Dec-30
8388831 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,146.48 360 1-Dec-30
8390937 XXXXXXXXXX XX 00000 HCO 7.750 6.750 $ 2,722.46 360 1-Xxx-31
8392618 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,611.41 360 1-Xxx-31
8394275 XXXXX XXXX XX 00000 LCO 7.750 6.750 $ 2,298.37 357 1-Dec-30
8396914 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,496.07 360 1-Mar-31
8401492 XXXXXXXX XXXXXXXX XX 00000 LCO 7.750 6.750 $ 2,622.21 360 1-Dec-30
8411468 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 4,599.85 360 1-Dec-30
8437970 XXXXXX XX 00000 SFD 7.750 6.750 $ 3,359.97 360 1-Feb-31
8438652 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,436.23 360 1-Feb-31
8441635 XXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 3,236.03 360 1-Apr-31
8441994 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,315.14 360 1-Mar-31
8442856 XXXXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,428.55 360 1-Mar-31
8448663 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 6,447.71 360 1-Mar-31
8456472 XXXXXX XX 00000 SFD 7.625 6.750 $ 2,831.18 360 1-Mar-31
8458717 XXXXXXXXX XX 00000 LCO 7.875 6.750 $ 2,534.12 360 1-Feb-31
8461807 XXXXX XX 00000 SFD 7.375 6.750 $ 3,622.94 360 1-Apr-31
8466247 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 6,599.88 360 1-Mar-31
8467643 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $ 3,746.91 360 1-Apr-31
8473697 XXXXXXXXXX XX 00000 SFD 8.375 6.750 $ 2,325.06 360 1-Apr-31
8480209 WINNETKA IL 60093 SFD 7.625 6.750 $ 2,623.79 360 1-Mar-31
8480333 XXXXXX XX 00000 SFD 7.125 6.750 $ 2,422.02 360 1-Apr-31
8483211 DANA XXXXX XX 00000 SFD 7.375 6.750 $ 2,480.90 360 1-Apr-31
8488832 XXXXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 4,298.47 360 1-Mar-31
8490758 XXXXXXX XX 00000 SFD 7.125 6.750 $ 2,061.58 360 1-Mar-31
8492077 XXXXX XXXX XX 00000 SFD 7.375 6.750 $ 3,142.57 360 1-Mar-31
8492942 XXXXXXX XX 00000 LCO 7.750 6.750 $ 2,822.67 360 1-Mar-31
8493776 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,648.68 360 1-Mar-31
8494200 XXXX XXXXXXXXXX XX 00000 SFD 8.875 6.750 $ 2,530.15 360 1-Feb-31
8496516 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,477.28 360 1-Apr-31
8497077 XXXXX XX 00000 SFD 7.500 6.750 $ 3,937.98 360 1-Apr-31
8497665 XXXXXX XX 00000 SFD 7.500 6.750 $ 1,966.54 360 1-Apr-31
8499430 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,182.96 360 1-Apr-31
8501052 XXXXXX XX 00000 SFD 7.375 6.750 $ 2,624.57 360 1-Apr-31
8503335 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,144.62 360 1-Mar-31
8503972 XXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,821.49 360 1-Mar-31
8504024 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,072.03 360 1-Mar-31
8505575 XXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,937.79 360 1-Apr-31
8506481 XXXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,592.27 360 1-Mar-31
8506681 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,205.20 360 1-Apr-31
8507799 XXXXXX XX 00000 SFD 7.500 6.750 $ 6,852.30 360 1-Mar-31
8508235 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,265.90 360 1-Mar-31
8508531 XXXX XXXX XXXX XX 00000 SFD 7.625 6.750 $ 3,963.64 360 1-Mar-31
8508774 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,118.50 360 1-Apr-31
8510654 XXXXXXX XX 00000 SFD 6.875 6.608 $ 6,070.02 360 1-Apr-31
8511714 XXXXXX XX 00000 SFD 7.375 6.750 $ 4,316.72 360 1-Apr-31
8511978 YORBA XXXXX XX 00000 SFD 7.375 6.750 $ 2,236.49 300 1-Mar-26
8512217 XXXXX XXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,293.04 360 1-Mar-31
8514535 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $ 2,244.69 360 1-Mar-31
8518825 XXXXXXX XXX XX 00000 SFD 7.250 6.750 $ 2,402.11 360 1-Apr-31
8522513 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,112.02 360 1-Apr-31
8522764 XXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,938.43 360 1-Apr-31
8524559 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,424.88 360 1-Mar-31
8525049 XXX XXXX XX 00000 SFD 7.375 6.750 $ 4,482.48 360 1-Apr-31
8525200 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,027.82 360 1-Apr-31
8528720 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,987.44 360 1-Apr-31
8529750 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,624.57 360 1-Apr-31
8529987 XXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,689.62 360 1-Mar-31
8530469 XXXXXX XX 00000 SFD 7.500 6.750 $ 3,440.14 360 1-Apr-31
8531453 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 4,444.94 360 1-Mar-31
8532386 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,472.32 360 1-Apr-31
8532991 XXX XXXXXX XX 00000 SFD 7.500 6.750 $ 3,873.65 360 1-Apr-31
8533795 XXX XXXXXX XX 00000 SFD 7.625 6.750 $ 2,967.07 360 1-Apr-31
8534420 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,978.19 360 1-Apr-31
8534490 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,181.43 360 1-Apr-31
8535980 XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,567.28 360 1-Apr-31
8537542 XXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,946.19 360 1-Apr-31
8538569 CORTE XXXXXX XX 00000 SFD 7.375 6.750 $ 4,144.05 360 1-Apr-31
8538580 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,475.22 360 1-Apr-31
8540840 XXXXX XXX XXXX XX 00000 SFD 7.625 6.750 $ 3,786.70 360 1-Apr-31
8543434 XXXXXXX XXX XX 00000 SFD 7.875 6.750 $ 3,625.35 360 1-Apr-31
8544300 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,307.41 360 1-Apr-31
8544994 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,069.00 360 1-Apr-31
8546629 XXXX XXXX XX 00000 SFD 7.250 6.750 $ 2,831.03 360 1-Apr-31
8548274 XXXXX XXX XX 00000 SFD 7.125 6.750 $ 2,612.50 300 1-Apr-26
8548606 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,538.15 360 1-Apr-31
8549722 XXXX XXXXX XX 00000 SFD 7.625 6.750 $ 4,593.59 360 1-Mar-31
8552022 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,237.79 360 1-Apr-31
8553519 XXXXXXXXX XX 00000 SFD 7.250 6.750 $ 2,363.06 360 1-Apr-31
8554955 XXXXXXX CO 81632 SFD 7.375 6.750 $ 1,940.80 360 1-Mar-31
8556197 XXXXXX XX 00000 SFD 7.500 6.750 $ 4,188.29 360 1-Apr-31
8556500 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,735.07 360 1-Apr-31
8561803 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,489.39 360 1-Apr-31
8566262 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,440.85 360 1-Apr-31
8566553 YORBA XXXXX XX 00000 SFD 7.500 6.750 $ 2,819.23 360 1-Apr-31
8568920 XXXXX XXXX XX 00000 LCO 7.375 6.750 $ 4,361.61 360 1-Apr-31
8571014 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,594.09 360 1-Apr-31
9001897 XXXXXXX XX 00000 SFD 8.000 6.750 $ 2,186.62 360 1-Feb-31
9002461 XXXXXX XXXX XX 00000 SFD 7.750 6.750 $ 2,114.85 360 1-Feb-31
9011522 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,378.19 360 1-Feb-31
9013201 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,237.49 360 1-Apr-31
9013964 XXX XXXX XX 00000 SFD 7.875 6.750 $ 2,900.28 360 1-Mar-31
9062005 XXXXXXX XX 00000 SFD 7.500 6.750 $ 3,076.55 360 1-Mar-31
9067192 XXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,017.22 360 1-Mar-31
9068839 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,031.03 360 1-Mar-31
COUNT: 848
WAC: 7.597591361
WAM: 355.1610591
WALTV: 71.52369304
Schedule of Type 1 Mortgage Loans in Group I (Cont'd)
(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
-------- --------------- ------ ------- --------- ------- ------- --------
4974635 $ 398,402.57 53.33 0.250 0.017 0.983
5102560 $ 469,087.43 74.80 0.250 0.017 0.483
5108382 $ 621,860.78 70.00 0.250 0.017 0.733
5114730 $ 383,301.27 70.00 0.250 0.017 0.608
5123084 $ 335,056.49 77.22 0.250 0.017 0.483
5126028 $ 309,813.89 45.00 0.250 0.017 0.608
5131923 $ 441,338.07 53.25 0.250 0.017 0.608
5135378 $ 439,867.46 80.00 0.250 0.017 0.858
5137005 $ 346,026.43 68.63 0.250 0.017 0.608
5138158 $ 324,559.60 74.91 0.250 0.017 0.608
5143484 $ 376,883.49 67.70 0.250 0.017 0.608
5143486 $ 321,219.35 78.31 0.250 0.017 0.483
5144905 $ 371,029.60 79.79 0.250 0.017 0.608
5149009 $ 396,370.14 80.00 0.250 0.017 0.858
5149204 $ 340,366.50 79.63 0.250 0.017 0.608
5157271 $ 418,565.63 85.00 06 0.250 0.017 0.608
5160607 $ 392,609.00 80.00 0.250 0.017 0.858
5162982 $ 326,227.62 80.00 0.250 0.017 0.858
5164410 $ 399,732.77 71.62 0.250 0.017 0.608
5164575 $ 375,379.30 80.00 0.250 0.017 0.733
5165442 $ 352,686.50 80.00 0.250 0.017 0.858
5167247 $ 396,946.51 52.02 0.250 0.017 0.483
5167292 $ 306,748.67 80.00 0.250 0.017 0.608
5167902 $ 495,890.33 80.00 0.250 0.017 0.608
5707954 $ 442,761.90 80.00 0.250 0.017 0.608
5708392 $ 360,353.29 80.00 0.250 0.017 0.483
5709801 $ 277,383.52 80.00 0.250 0.017 0.608
5714056 $ 281,607.69 80.00 0.250 0.017 0.483
5715612 $ 470,009.16 80.00 0.250 0.017 0.608
5717470 $ 297,196.71 89.55 01 0.250 0.017 0.608
5718703 $ 396,947.28 44.69 0.250 0.017 0.983
5719072 $ 408,201.96 80.00 0.250 0.017 0.483
5719575 $ 446,648.25 76.40 0.250 0.017 0.608
5719715 $ 396,711.83 67.23 0.250 0.017 0.608
5720210 $ 286,080.12 80.00 0.250 0.017 0.608
5721173 $ 496,088.22 76.92 0.250 0.017 0.858
5721802 $ 359,468.47 74.08 0.250 0.017 0.608
5722290 $ 179,924.09 80.00 0.250 0.017 0.858
5725560 $ 284,891.49 79.80 0.250 0.017 0.608
5726224 $ 337,955.52 90.00 06 0.250 0.017 0.483
5727874 $ 301,047.49 70.93 0.250 0.017 0.483
5729212 $ 293,068.00 80.00 0.250 0.017 0.858
5730470 $ 421,834.47 65.08 0.250 0.017 0.608
5730554 $ 285,750.86 90.00 06 0.250 0.017 0.608
5734210 $ 317,557.18 79.11 0.250 0.017 0.483
5734729 $ 327,858.87 80.00 0.250 0.017 0.608
5734839 $ 425,068.72 80.00 0.250 0.017 0.483
5735166 $ 425,836.19 80.00 0.250 0.017 0.608
5735213 $ 317,202.53 80.00 0.250 0.017 0.483
5735532 $ 491,538.31 80.00 0.250 0.017 0.608
5736612 $ 637,027.45 80.00 0.250 0.017 0.608
5736925 $ 347,248.87 54.77 0.250 0.017 0.608
5736946 $ 347,248.87 66.04 0.250 0.017 0.608
5737222 $ 334,896.50 80.00 0.250 0.017 0.483
5738287 $ 375,289.74 80.00 0.250 0.017 0.608
5739063 $ 493,311.02 54.88 0.250 0.017 0.608
5739878 $ 347,328.12 69.16 0.250 0.017 0.483
5741258 $ 305,499.65 80.00 0.250 0.017 0.608
5742704 $ 329,203.30 80.00 0.250 0.017 0.483
5743386 $ 288,940.18 80.00 0.250 0.017 0.608
5745451 $ 325,565.11 95.00 06 0.250 0.017 0.608
5749051 $ 415,675.47 80.00 0.250 0.017 0.233
5751308 $ 355,559.88 84.24 33 0.250 0.017 0.608
5751749 $ 536,319.34 80.00 0.250 0.017 0.608
5752304 $ 339,743.50 80.00 0.250 0.017 0.608
5755578 $ 381,544.17 79.34 0.250 0.017 0.608
5755972 $ 502,366.47 80.00 0.250 0.017 0.608
5756125 $ 340,999.76 81.90 33 0.250 0.017 0.733
5759288 $ 294,709.40 79.00 0.250 0.017 0.608
5760976 $ 522,655.23 80.00 0.250 0.017 0.858
5763549 $ 289,849.89 59.57 0.250 0.017 0.983
5763817 $ 348,584.90 66.67 0.250 0.017 0.983
5764141 $ 496,784.59 80.00 0.250 0.017 0.983
5766560 $ 380,875.64 80.00 0.250 0.017 0.608
5767913 $ 369,464.45 48.19 0.250 0.017 0.608
5773562 $ 353,898.01 80.00 0.250 0.017 0.983
5774269 $ 477,722.86 77.42 0.250 0.017 0.608
5774599 $ 286,469.61 80.00 0.250 0.017 0.608
5779549 $ 993,486.80 54.05 0.250 0.017 0.608
5779697 $ 487,994.13 76.56 0.250 0.017 0.983
5784176 $ 497,225.61 64.94 0.250 0.017 0.608
5786347 $ 370,977.99 64.05 0.250 0.017 0.733
5789619 $ 302,200.10 66.09 0.250 0.017 0.608
5801572 $ 522,796.28 62.50 0.250 0.017 0.858
5802209 $ 573,814.05 80.00 0.250 0.017 1.358
5804167 $ 390,226.10 80.00 0.250 0.017 0.608
5804244 $ 384,400.00 80.00 0.250 0.017 0.733
5823222 $ 374,707.46 44.12 0.250 0.017 0.233
5824373 $ 860,000.00 72.70 0.250 0.017 0.233
5828071 $ 345,560.89 66.73 0.250 0.017 0.608
5829893 $ 442,955.75 74.79 0.250 0.017 0.983
5831228 $ 277,288.17 80.00 0.250 0.017 0.983
5833530 $ 284,015.79 77.03 0.250 0.017 0.608
5835890 $ 379,696.11 55.41 0.250 0.017 0.108
5842805 $ 398,801.38 61.54 0.250 0.017 0.483
5843310 $ 501,445.63 80.00 0.250 0.017 0.858
5847713 $ 331,003.56 90.00 33 0.250 0.017 0.733
5861606 $ 499,655.90 40.00 0.250 0.017 0.858
5863748 $ 573,805.06 52.27 0.250 0.017 0.858
5864666 $ 466,229.10 79.99 0.250 0.017 0.858
5866086 $ 85,667.98 69.74 0.250 0.017 1.358
5870446 $ 640,000.00 80.00 0.250 0.017 0.233
5875069 $ 399,314.44 80.00 0.250 0.017 0.983
5879234 $ 443,338.90 80.00 0.250 0.017 0.483
5879396 $ 464,307.64 69.40 0.250 0.017 0.483
5880850 $ 456,189.72 75.00 0.250 0.017 1.108
5881611 $ 295,614.05 79.20 0.250 0.017 1.483
5881895 $ 648,526.44 76.56 0.250 0.017 0.858
5881992 $ 503,792.38 66.01 0.250 0.017 1.608
5882168 $ 458,844.32 68.15 0.250 0.017 1.358
5883879 $ 365,000.00 62.93 0.250 0.017 0.233
5884003 $ 551,590.33 69.87 0.250 0.017 0.483
5885188 $ 571,553.78 67.29 0.250 0.017 0.233
5886044 $ 543,004.71 64.46 0.250 0.017 0.483
5886320 $ 399,710.49 55.17 0.250 0.017 0.608
5894339 $ 999,180.30 42.55 0.250 0.017 0.000
5895414 $ 450,000.00 78.26 0.250 0.017 0.983
5895499 $ 475,435.50 80.00 0.250 0.017 0.858
5897750 $ 599,508.18 60.30 0.250 0.017 0.000
5899093 $ 417,252.50 79.99 0.250 0.017 0.733
5899312 $ 995,000.00 53.07 0.250 0.017 0.358
5899429 $ 356,000.00 77.56 0.250 0.017 0.233
5901029 $ 325,346.00 80.00 0.250 0.017 0.233
5901175 $ 593,239.84 69.88 0.250 0.017 1.233
5902090 $ 487,000.00 77.30 0.250 0.017 0.000
5902119 $ 370,000.00 71.15 0.250 0.017 0.233
5903436 $ 343,738.24 80.00 0.250 0.017 0.358
5904548 $ 472,166.51 70.00 0.250 0.017 0.733
5905623 $ 299,600.00 89.43 06 0.250 0.017 0.608
5907005 $ 979,272.70 70.00 0.250 0.017 0.483
5907127 $ 381,300.00 74.04 0.250 0.017 0.108
5907165 $ 559,584.39 46.67 0.250 0.017 0.483
5907228 $ 620,000.00 44.29 0.250 0.017 0.108
5908042 $ 359,739.44 64.29 0.250 0.017 0.608
5908331 $ 299,760.09 59.86 0.250 0.017 0.108
5908335 $ 649,417.68 69.14 0.250 0.017 0.483
5908745 $ 515,250.69 72.17 0.250 0.017 0.608
5908753 $ 339,747.47 79.25 0.250 0.017 0.483
5908864 $ 324,776.33 54.17 0.250 0.017 0.858
5908929 $ 327,744.13 80.00 0.250 0.017 0.233
5909655 $ 579,569.55 77.33 0.250 0.017 0.483
5910019 $ 337,249.53 90.00 33 0.250 0.017 0.483
5910576 $ 283,500.00 89.43 12 0.250 0.017 0.233
5910999 $ 410,671.32 55.54 0.250 0.017 0.108
5911317 $ 614,400.00 70.62 0.250 0.017 0.233
5911901 $ 735,111.67 70.00 0.250 0.017 0.108
5913067 $ 372,000.00 80.00 0.250 0.017 0.358
5913197 $ 998,619.09 62.50 0.250 0.017 0.858
5914443 $ 389,217.73 74.29 0.250 0.017 0.608
5914972 $ 422,194.21 59.93 0.250 0.017 0.608
5915478 $ 505,642.87 72.18 0.250 0.017 0.733
5916234 $ 386,313.08 79.71 0.250 0.017 0.483
5916518 $ 588,000.00 80.00 0.250 0.017 0.483
5916892 $ 649,517.50 59.09 0.250 0.017 0.483
5917062 $ 556,145.14 70.00 0.250 0.017 1.233
5917624 $ 573,246.49 77.57 0.250 0.017 1.108
5917743 $ 303,768.68 80.00 0.250 0.017 0.358
5918231 $ 449,648.95 78.95 0.250 0.017 0.233
5918417 $ 401,394.33 64.79 0.250 0.017 0.358
5918569 $ 400,000.00 67.00 0.250 0.017 0.233
5918822 $ 338,794.82 79.95 0.250 0.017 0.483
5919104 $ 334,745.10 62.62 0.250 0.017 0.358
5919119 $ 381,723.51 80.00 0.250 0.017 0.608
5919581 $ 378,000.00 64.07 0.250 0.017 0.858
5920022 $ 399,447.63 49.69 0.250 0.017 0.858
5920583 $ 974,276.41 69.64 0.250 0.017 0.483
5920588 $ 369,711.36 79.57 0.250 0.017 0.233
5920770 $ 370,731.48 66.25 0.250 0.017 0.608
5921495 $ 499,638.11 31.25 0.250 0.017 0.608
5921694 $ 518,418.55 62.92 0.250 0.017 1.108
5922017 $ 398,939.93 65.00 0.250 0.017 0.983
5922263 $ 387,712.04 80.00 0.250 0.017 0.483
5922296 $ 342,245.82 79.99 0.250 0.017 0.483
5922571 $ 499,638.11 25.64 0.250 0.017 0.608
5922788 $ 489,662.78 69.01 0.250 0.017 0.858
5923036 $ 499,619.54 75.87 0.250 0.017 0.358
5924214 $ 369,711.36 53.62 0.250 0.017 0.233
5924413 $ 375,706.68 78.66 0.250 0.017 0.233
5924965 $ 649,079.51 57.57 0.250 0.017 0.733
5925014 $ 419,375.06 75.00 0.250 0.017 0.733
5925136 $ 307,777.07 80.00 0.250 0.017 0.608
5925200 $ 323,722.53 90.00 01 0.250 0.017 0.858
5925335 $ 292,313.48 75.00 0.250 0.017 1.233
5925640 $ 569,587.45 69.09 0.250 0.017 0.608
5925677 $ 283,804.55 69.27 0.250 0.017 0.858
5925801 $ 352,000.00 80.00 0.250 0.017 1.233
5926559 $ 399,703.14 40.00 0.250 0.017 0.483
5926580 $ 349,740.24 66.67 0.250 0.017 0.483
5926625 $ 236,000.00 80.00 0.250 0.017 0.233
5926723 $ 375,000.00 78.95 0.250 0.017 0.108
5926789 $ 142,729.62 66.82 0.250 0.017 0.108
5927076 $ 390,000.00 75.00 0.250 0.017 0.733
5927906 $ 379,738.48 12.67 0.250 0.017 0.858
5928125 $ 319,169.68 80.00 0.250 0.017 0.983
5928309 $ 327,779.92 48.24 0.250 0.017 0.983
5928566 $ 395,681.51 80.00 0.250 0.017 0.858
5929121 $ 399,717.68 80.00 0.250 0.017 0.733
5929252 $ 409,688.02 69.97 0.250 0.017 0.358
5929313 $ 349,771.04 57.38 0.250 0.017 1.108
5929331 $ 399,672.12 69.57 0.250 0.017 0.000
5929664 $ 478,268.81 79.17 0.250 0.017 0.358
5930267 $ 300,000.00 80.00 0.250 0.017 1.108
5930378 $ 499,609.95 66.67 0.250 0.017 0.233
5930464 $ 471,640.84 80.00 0.250 0.017 0.358
5930869 $ 105,927.06 73.61 0.250 0.017 0.858
5930896 $ 447,332.95 74.67 0.250 0.017 0.483
5931046 $ 400,000.00 28.57 0.250 0.017 0.608
5931160 $ 428,681.61 74.99 0.250 0.017 0.483
5931327 $ 400,000.00 65.04 0.250 0.017 0.608
5931378 $ 454,686.87 70.00 0.250 0.017 0.858
5931625 $ 343,774.64 85.00 33 0.250 0.017 0.858
5931907 $ 359,719.16 75.00 0.250 0.017 0.233
5931969 $ 496,041.64 80.00 0.250 0.017 0.358
5932213 $ 329,742.57 63.46 0.250 0.017 0.233
5933081 $ 302,000.00 89.88 06 0.250 0.017 0.483
5933104 $ 381,730.38 74.90 0.250 0.017 0.733
5933590 $ 392,000.00 70.00 0.250 0.017 0.733
5933785 $ 580,000.00 66.29 0.250 0.017 0.233
5933938 $ 378,500.00 74.22 0.250 0.017 0.358
5934009 $ 999,200.31 58.82 0.250 0.017 0.108
5934150 $ 599,531.94 80.00 0.250 0.017 0.233
5934185 $ 502,000.00 42.72 0.250 0.017 0.483
5934196 $ 599,554.71 73.62 0.250 0.017 0.483
5934274 $ 650,000.00 50.98 0.250 0.017 0.733
5934399 $ 436,000.00 70.32 0.250 0.017 0.000
5934677 $ 294,775.52 76.03 0.250 0.017 0.358
5934679 $ 438,107.97 80.00 0.250 0.017 0.233
5934936 $ 562,549.77 69.94 0.250 0.017 0.108
5935098 $ 411,000.00 70.26 0.250 0.017 0.733
5935239 $ 999,294.20 41.67 0.250 0.017 0.733
5935304 $ 326,025.48 75.00 0.250 0.017 0.858
5935323 $ 300,000.00 41.38 0.250 0.017 0.108
5935471 $ 316,564.89 80.00 0.250 0.017 0.483
5935906 $ 378,000.00 46.67 0.250 0.017 0.233
5935910 $ 464,671.80 68.89 0.250 0.017 0.733
5935914 $ 406,682.50 56.92 0.250 0.017 0.233
5935917 $ 443,662.15 80.00 0.250 0.017 0.358
5936043 $ 424,684.58 69.22 0.250 0.017 0.483
5936101 $ 399,717.68 76.19 0.250 0.017 0.733
5936218 $ 580,000.00 40.70 0.250 0.017 1.233
5936568 $ 339,248.04 70.00 0.250 0.017 0.483
5936635 $ 789,496.24 65.83 0.250 0.017 1.233
5936686 $ 409,695.72 44.32 0.250 0.017 0.483
5936687 $ 111,425.18 69.69 0.250 0.017 0.983
5936795 $ 594,547.25 70.00 0.250 0.017 0.358
5937061 $ 549,570.95 59.14 0.250 0.017 0.233
5937307 $ 649,505.40 52.00 0.250 0.017 0.358
5937708 $ 467,693.86 80.00 0.250 0.017 1.108
5938123 $ 546,000.00 70.00 0.250 0.017 1.233
5938151 $ 346,401.36 77.11 0.250 0.017 0.733
5938292 $ 649,492.93 65.39 0.250 0.017 0.233
5938698 $ 430,472.19 80.00 0.250 0.017 0.358
5939075 $ 501,618.02 80.00 0.250 0.017 0.358
5939134 $ 340,000.00 73.91 0.250 0.017 0.483
5939150 $ 345,000.00 61.61 0.250 0.017 0.483
5939223 $ 371,716.93 57.23 0.250 0.017 0.358
5939551 $ 335,000.00 75.28 0.250 0.017 0.983
5939580 $ 253,300.00 70.36 0.250 0.017 0.858
5939841 $ 363,729.85 54.33 0.250 0.017 0.483
5939857 $ 394,000.00 69.73 0.250 0.017 0.858
5939921 $ 351,000.00 47.43 0.250 0.017 0.000
5939952 $ 300,000.00 68.49 0.250 0.017 0.483
5940089 $ 285,000.00 75.00 0.250 0.017 0.483
5940163 $ 350,650.41 79.10 0.250 0.017 0.233
5940772 $ 532,094.81 68.71 0.250 0.017 0.358
5941057 $ 363,030.38 79.99 0.250 0.017 0.483
5941143 $ 498,638.83 77.36 0.250 0.017 0.608
5941292 $ 309,503.29 72.09 0.250 0.017 0.608
5941342 $ 318,750.00 65.86 0.250 0.017 1.358
5941749 $ 440,359.61 69.45 0.250 0.017 0.608
5941847 $ 299,793.54 45.11 0.250 0.017 0.858
5942000 $ 407,219.56 57.39 0.250 0.017 0.858
5942052 $ 565,000.00 79.58 0.250 0.017 0.000
5942302 $ 303,036.70 77.82 0.250 0.017 0.358
5942401 $ 297,329.17 79.99 0.250 0.017 0.483
5942629 $ 504,001.42 60.11 0.250 0.017 0.858
5942752 $ 370,610.65 69.98 0.250 0.017 0.233
5942981 $ 389,695.76 78.00 0.250 0.017 0.233
5942985 $ 349,740.25 75.27 0.250 0.017 0.483
5943130 $ 629,107.83 76.36 0.250 0.017 0.733
5943146 $ 331,753.60 80.00 0.250 0.017 0.483
5943302 $ 565,142.00 80.00 0.250 0.017 0.233
5943651 $ 284,800.00 80.00 0.250 0.017 0.483
5943973 $ 349,733.68 29.17 0.250 0.017 0.358
5944110 $ 646,507.68 69.95 0.250 0.017 0.358
5944244 $ 484,238.24 73.43 0.250 0.017 0.358
5944539 $ 301,050.00 90.00 13 0.250 0.017 0.483
5944591 $ 384,714.27 42.78 0.250 0.017 0.483
5944802 $ 449,682.39 60.00 0.250 0.017 0.733
5944839 $ 361,000.00 42.47 0.250 0.017 0.000
5945004 $ 304,000.00 80.00 0.250 0.017 0.608
5945120 $ 467,998.07 75.00 0.250 0.017 0.108
5945287 $ 335,750.64 79.98 0.250 0.017 0.483
5945562 $ 318,769.11 89.86 33 0.250 0.017 0.608
5945630 $ 329,000.00 65.80 0.250 0.017 0.733
5945885 $ 649,480.20 38.01 0.250 0.017 0.108
5946301 $ 937,500.00 75.00 0.250 0.017 0.000
5946643 $ 549,560.17 64.55 0.250 0.017 0.108
5946741 $ 324,752.71 75.31 0.250 0.017 0.358
5946797 $ 403,600.00 69.23 0.250 0.017 0.108
5946851 $ 364,700.81 47.10 0.250 0.017 0.000
5946953 $ 372,000.00 69.92 0.250 0.017 0.858
5947193 $ 339,741.28 75.56 0.250 0.017 0.358
5947426 $ 270,538.78 75.00 0.250 0.017 0.233
5948090 $ 499,590.16 58.82 0.250 0.017 0.000
5948109 $ 647,850.00 80.00 0.250 0.017 0.233
5948155 $ 427,666.12 80.00 0.250 0.017 0.233
5948174 $ 490,000.00 39.20 0.250 0.017 0.108
5948191 $ 387,145.55 72.62 0.250 0.017 0.858
5948210 $ 297,787.58 80.00 0.250 0.017 1.108
5948623 $ 525,000.00 57.07 0.250 0.017 0.358
5948676 $ 355,000.00 44.38 0.250 0.017 0.358
5948779 $ 400,000.00 52.63 0.250 0.017 0.233
5949464 $ 110,000.00 51.16 0.250 0.017 0.858
5949542 $ 335,900.00 80.00 0.250 0.017 0.608
5949549 $ 395,000.00 75.24 0.250 0.017 0.358
5949566 $ 71,000.00 59.17 0.250 0.017 0.108
5949703 $ 450,000.00 79.65 0.250 0.017 0.108
5950031 $ 479,267.28 77.42 0.250 0.017 0.358
5950054 $ 413,715.09 60.00 0.250 0.017 0.858
5950080 $ 439,328.34 80.00 0.250 0.017 0.358
5950097 $ 431,340.54 80.00 0.250 0.017 0.358
5950374 $ 359,949.71 79.93 0.250 0.017 0.358
5950421 $ 416,705.68 78.68 0.250 0.017 0.733
5950437 $ 429,343.61 58.90 0.250 0.017 0.358
5950564 $ 510,000.00 59.65 0.250 0.017 0.233
5950904 $ 401,000.00 61.69 0.250 0.017 0.358
5950920 $ 360,000.00 60.00 0.250 0.017 0.000
5950946 $ 319,000.00 65.77 0.250 0.017 0.733
5951004 $ 540,000.00 69.68 0.250 0.017 0.483
5951779 $ 328,256.21 66.36 0.250 0.017 0.483
5952284 $ 344,800.00 80.00 0.250 0.017 0.233
5952431 $ 487,147.16 69.64 0.250 0.017 0.608
5952530 $ 354,636.61 78.87 0.250 0.017 0.483
5952628 $ 407,665.57 80.00 0.250 0.017 0.000
5952686 $ 341,541.00 75.90 0.250 0.017 0.108
5952697 $ 375,000.00 72.12 0.250 0.017 0.233
5952838 $ 348,753.68 76.45 0.250 0.017 0.733
5953309 $ 347,200.00 80.00 0.250 0.017 0.483
5953500 $ 442,000.00 78.23 0.250 0.017 0.358
5953667 $ 450,000.00 75.00 0.250 0.017 0.233
5954234 $ 323,753.46 75.00 0.250 0.017 0.358
5954435 $ 365,485.28 77.00 0.250 0.017 0.608
5954466 $ 367,213.31 52.50 0.250 0.017 0.233
5954500 $ 359,726.07 64.29 0.250 0.017 0.358
5954584 $ 359,527.43 85.71 12 0.250 0.017 1.108
5954587 $ 278,651.96 77.82 0.250 0.017 1.358
5954958 $ 365,741.68 79.05 0.250 0.017 0.733
5955139 $ 343,899.89 66.87 0.250 0.017 0.608
5955264 $ 196,496.59 45.00 0.250 0.017 0.233
5955537 $ 448,175.38 64.16 0.250 0.017 0.608
5955600 $ 397,345.63 80.00 0.250 0.017 0.000
5955654 $ 411,076.98 80.00 0.250 0.017 0.483
5955763 $ 630,000.00 57.27 0.250 0.017 0.608
5956383 $ 343,200.00 80.00 0.250 0.017 0.608
5956569 $ 430,047.20 80.00 0.250 0.017 0.000
5957021 $ 367,733.65 50.76 0.250 0.017 0.608
5957439 $ 375,741.24 80.00 0.250 0.017 0.858
5957546 $ 472,846.16 75.16 0.250 0.017 0.858
5958314 $ 361,656.31 57.00 0.250 0.017 0.000
5958369 $ 411,686.50 74.91 0.250 0.017 0.358
5958388 $ 519,632.99 76.47 0.250 0.017 0.733
5960004 $ 439,673.46 80.00 0.250 0.017 0.483
5960234 $ 390,000.00 78.00 0.250 0.017 0.733
5960375 $ 344,000.00 68.80 0.250 0.017 0.358
5960910 $ 547,570.95 58.89 0.250 0.017 0.233
5961013 $ 424,692.40 73.91 0.250 0.017 0.608
5961300 $ 416,000.00 80.00 0.250 0.017 0.108
5961421 $ 409,388.25 89.84 33 0.250 0.017 0.358
5961613 $ 331,559.85 60.33 0.250 0.017 0.608
5962109 $ 449,674.31 78.40 0.250 0.017 0.608
5962192 $ 383,456.21 73.14 0.250 0.017 0.733
5962389 $ 499,638.11 55.56 0.250 0.017 0.608
5962456 $ 649,541.24 72.22 0.250 0.017 0.733
5962487 $ 328,000.00 69.71 0.250 0.017 0.233
5963161 $ 346,761.20 74.78 0.250 0.017 0.858
5963637 $ 529,625.94 61.06 0.250 0.017 0.733
5964682 $ 346,735.96 69.82 0.250 0.017 0.358
5966448 $ 525,000.00 70.00 0.250 0.017 0.858
5966848 $ 649,417.68 61.90 0.250 0.017 0.483
5966993 $ 350,000.00 63.64 0.250 0.017 0.233
5967256 $ 334,750.00 76.95 0.250 0.017 0.000
5967784 $ 303,269.06 74.02 0.250 0.017 0.358
5967804 $ 499,647.11 64.94 0.250 0.017 0.733
5967942 $ 408,780.51 58.49 0.250 0.017 0.108
5968286 $ 526,598.99 79.93 0.250 0.017 0.358
5968361 $ 324,758.80 68.42 0.250 0.017 0.483
5968382 $ 431,710.14 80.00 0.250 0.017 0.983
5968399 $ 459,380.63 80.00 0.250 0.017 0.983
5968451 $ 398,732.28 79.80 0.250 0.017 0.983
5969251 $ 366,203.94 80.00 0.250 0.017 0.483
5969259 $ 374,383.43 79.28 0.250 0.017 0.000
5969314 $ 375,396.84 80.00 0.250 0.017 0.108
5969429 $ 975,000.00 65.00 0.250 0.017 0.608
5970290 $ 361,351.15 80.00 0.250 0.017 0.858
5970400 $ 314,000.00 65.97 0.250 0.017 0.000
5970615 $ 391,730.23 73.27 0.250 0.017 0.858
5971186 $ 335,862.79 65.48 0.250 0.017 0.733
5972145 $ 410,000.00 73.21 0.250 0.017 0.483
5972244 $ 385,000.00 71.96 0.250 0.017 0.000
5972629 $ 399,469.07 61.55 0.250 0.017 0.608
5972638 $ 395,166.44 70.00 0.250 0.017 0.000
5972649 $ 329,430.17 70.77 0.250 0.017 0.000
5973118 $ 405,000.00 55.58 0.250 0.017 0.358
5973413 $ 304,427.29 56.69 0.250 0.017 0.000
5973427 $ 311,287.84 72.56 0.250 0.017 0.608
5973455 $ 364,838.97 71.01 0.250 0.017 0.233
5974161 $ 635,503.86 79.92 0.250 0.017 0.233
5974800 $ 318,429.66 80.00 0.250 0.017 0.108
5974820 $ 379,161.82 52.81 0.250 0.017 0.000
5975169 $ 335,744.33 78.02 0.250 0.017 0.358
5976065 $ 283,022.29 90.00 24 0.250 0.017 0.000
5976307 $ 416,682.69 50.55 0.250 0.017 0.358
5976334 $ 331,777.23 80.00 0.250 0.017 0.983
5976408 $ 364,729.12 61.86 0.250 0.017 0.483
5976411 $ 608,000.00 67.56 0.250 0.017 1.483
5976431 $ 364,735.82 70.60 0.250 0.017 0.608
5976521 $ 340,431.88 77.20 0.250 0.017 0.000
5976568 $ 395,720.51 76.89 0.250 0.017 0.733
5976908 $ 649,000.00 63.94 0.250 0.017 0.358
5977842 $ 780,000.00 57.78 0.250 0.017 0.108
5978282 $ 441,671.97 66.97 0.250 0.017 0.483
5978589 $ 380,180.34 63.95 0.250 0.017 0.000
5978728 $ 392,500.00 59.47 0.250 0.017 0.233
5981307 $ 359,719.17 90.00 06 0.250 0.017 0.233
5981564 $ 379,930.55 44.84 0.250 0.017 0.000
5981947 $ 359,752.25 77.42 0.250 0.017 0.858
5982584 $ 419,980.19 80.00 0.250 0.017 0.358
5991188 $ 300,800.00 84.73 12 0.250 0.017 0.733
5994015 $ 317,764.00 80.00 0.250 0.017 0.483
7571011 $ 378,100.08 80.00 0.250 0.017 0.608
7706797 $ 346,639.73 80.00 0.250 0.017 0.733
7731643 $ 593,989.10 60.91 0.250 0.017 0.483
7741097 $ 455,885.10 80.00 0.250 0.017 0.983
7765824 $ 312,453.67 40.03 0.250 0.017 0.608
7796120 $ 347,873.32 78.65 0.250 0.017 0.733
7822809 $ 436,293.69 63.77 0.250 0.017 0.483
7840085 $ 345,643.39 70.14 0.250 0.017 0.483
7852554 $ 545,375.43 65.87 0.250 0.017 0.608
7863037 $ 325,657.91 89.99 33 0.250 0.017 0.733
7869621 $ 356,948.81 89.99 11 0.250 0.017 0.608
7882696 $ 344,210.88 69.40 0.250 0.017 0.608
7888509 $ 639,488.20 67.37 0.250 0.017 0.108
7889587 $ 308,590.37 68.89 0.250 0.017 0.608
7889710 $ 444,699.74 73.47 0.250 0.017 0.483
7893740 $ 280,873.65 60.00 0.250 0.017 0.608
7897943 $ 436,463.40 78.72 0.250 0.017 0.608
7916445 $ 747,318.89 55.56 0.250 0.017 0.733
7920405 $ 345,308.03 80.00 0.250 0.017 0.983
7930699 $ 376,193.07 80.00 0.250 0.017 0.483
7934610 $ 395,020.97 61.54 0.250 0.017 0.483
7939676 $ 361,152.78 79.98 0.250 0.017 0.608
7949920 $ 292,677.32 59.73 0.250 0.017 0.483
7956613 $ 340,239.72 80.00 0.250 0.017 0.483
7957752 $ 305,507.51 80.00 0.250 0.017 0.483
7971689 $ 335,141.28 72.81 0.250 0.017 0.858
7973772 $ 565,209.29 80.00 0.250 0.017 0.858
7982253 $ 296,115.04 65.22 0.250 0.017 0.608
7984750 $ 311,314.18 76.76 0.250 0.017 0.483
7987197 $ 331,643.92 63.81 0.250 0.017 0.483
7989167 $ 307,791.12 66.67 0.250 0.017 0.608
7989998 $ 602,081.94 69.99 0.250 0.017 0.858
7992265 $ 395,535.52 70.00 0.250 0.017 0.608
7994487 $ 288,547.91 74.81 0.250 0.017 0.608
7997272 $ 283,998.16 80.00 0.250 0.017 0.733
8008719 $ 542,087.20 49.32 0.250 0.017 0.358
8009021 $ 325,922.62 79.99 0.250 0.017 0.483
8009613 $ 398,897.50 80.00 0.250 0.017 0.483
8010668 $ 338,276.22 80.00 0.250 0.017 0.483
8011828 $ 298,819.63 80.00 0.250 0.017 0.608
8013262 $ 301,028.07 80.00 0.250 0.017 0.608
8013562 $ 439,593.76 74.79 0.250 0.017 0.608
8014446 $ 320,021.26 80.00 0.250 0.017 0.608
8018197 $ 329,776.82 80.00 0.250 0.017 0.608
8018260 $ 316,448.69 73.47 0.250 0.017 0.608
8022175 $ 336,044.89 80.00 0.250 0.017 0.483
8023866 $ 420,056.16 67.57 0.250 0.017 0.483
8027397 $ 444,656.23 67.67 0.250 0.017 0.608
8027606 $ 432,904.89 79.64 0.250 0.017 0.483
8028317 $ 308,209.48 80.00 0.250 0.017 0.608
8030779 $ 533,847.77 75.00 0.250 0.017 0.483
8033814 $ 337,979.25 80.00 0.250 0.017 0.733
8036822 $ 300,789.16 80.00 0.250 0.017 0.608
8039961 $ 357,163.32 80.00 0.250 0.017 0.608
8040318 $ 396,345.96 89.38 33 0.250 0.017 0.608
8045195 $ 435,558.70 80.00 0.250 0.017 0.608
8047643 $ 323,601.30 63.75 0.250 0.017 0.733
8052746 $ 337,009.54 59.59 0.250 0.017 0.608
8054104 $ 289,599.56 79.14 0.250 0.017 0.608
8055650 $ 405,397.65 70.00 0.250 0.017 0.483
8058097 $ 305,249.45 80.00 0.250 0.017 0.608
8058473 $ 374,440.68 79.72 0.250 0.017 0.608
8061827 $ 415,566.31 80.00 0.250 0.017 0.608
8065742 $ 319,700.02 79.99 0.250 0.017 0.983
8065893 $ 495,459.89 72.25 0.250 0.017 0.983
8068318 $ 357,617.47 80.00 0.250 0.017 0.733
8073114 $ 330,857.48 90.00 06 0.250 0.017 0.858
8074276 $ 307,923.93 80.00 0.250 0.017 0.483
8077347 $ 506,954.52 80.00 0.250 0.017 0.983
8077979 $ 443,432.72 79.26 0.250 0.017 0.733
8089535 $ 472,023.65 80.00 0.250 0.017 0.983
8094253 $ 285,161.23 80.00 0.250 0.017 0.733
8094508 $ 318,690.03 80.00 0.250 0.017 0.983
8095173 $ 299,553.33 49.13 0.250 0.017 0.483
8098646 $ 317,674.62 80.00 0.250 0.017 0.733
8098740 $ 293,078.75 52.94 0.250 0.017 0.608
8098994 $ 594,945.84 80.00 0.250 0.017 0.483
8105081 $ 328,128.86 59.24 0.250 0.017 0.608
8105449 $ 289,070.27 80.00 0.250 0.017 0.858
8106598 $ 318,622.82 73.06 0.250 0.017 0.733
8108370 $ 294,318.07 80.00 0.250 0.017 0.733
8109559 $ 448,470.04 78.95 0.250 0.017 0.983
8109676 $ 435,858.16 80.00 0.250 0.017 0.483
8111074 $ 347,123.23 69.44 0.250 0.017 0.608
8111237 $ 364,659.98 80.00 0.250 0.017 0.608
8112223 $ 359,356.53 90.00 01 0.250 0.017 0.483
8112455 $ 337,239.36 79.88 0.250 0.017 0.858
8112746 $ 479,837.65 79.95 0.250 0.017 0.608
8115819 $ 347,051.77 80.00 0.250 0.017 0.483
8115855 $ 361,143.60 33.64 0.250 0.017 0.858
8115901 $ 428,992.10 80.00 0.250 0.017 0.733
8115904 $ 547,632.94 65.87 0.250 0.017 0.733
8117159 $ 420,994.41 80.00 0.250 0.017 0.858
8117642 $ 438,058.64 61.81 0.250 0.017 0.608
8118799 $ 630,899.74 80.00 0.250 0.017 0.733
8119164 $ 294,757.51 80.00 0.250 0.017 0.858
8119699 $ 369,408.16 80.00 0.250 0.017 0.483
8121988 $ 644,008.16 61.90 0.250 0.017 0.483
8122593 $ 430,534.22 80.00 0.250 0.017 0.483
8123429 $ 793,424.55 50.00 0.250 0.017 0.608
8124522 $ 358,585.58 75.07 0.250 0.017 0.608
8124627 $ 327,418.20 78.57 0.250 0.017 0.858
8125966 $ 287,454.66 63.74 0.250 0.017 0.733
8127054 $ 556,349.52 65.88 0.250 0.017 0.733
8127640 $ 405,092.92 80.00 0.250 0.017 0.608
8128866 $ 344,361.57 79.99 0.250 0.017 0.733
8129621 $ 709,541.95 59.58 0.250 0.017 0.483
8129628 $ 356,249.34 80.00 0.250 0.017 0.608
8129989 $ 321,214.00 80.00 0.250 0.017 0.733
8129993 $ 282,300.49 80.00 0.250 0.017 0.608
8131242 $ 322,994.82 78.37 0.250 0.017 0.483
8131863 $ 285,888.71 90.00 33 0.250 0.017 0.733
8131871 $ 298,943.40 78.39 0.250 0.017 0.733
8131889 $ 289,715.58 80.00 0.250 0.017 0.858
8133222 $ 292,324.17 78.82 0.250 0.017 0.608
8133384 $ 546,101.18 59.01 0.250 0.017 0.858
8133642 $ 396,870.57 74.77 0.250 0.017 0.858
8135288 $ 297,709.94 68.18 0.250 0.017 0.483
8135438 $ 350,345.06 79.98 0.250 0.017 0.608
8135545 $ 275,978.98 80.00 0.250 0.017 0.608
8136853 $ 398,065.31 79.99 0.250 0.017 0.858
8137058 $ 355,049.73 80.00 0.250 0.017 0.608
8137441 $ 330,795.00 80.00 0.250 0.017 0.608
8138369 $ 323,139.02 80.00 0.250 0.017 0.858
8138928 $ 515,117.19 80.00 0.250 0.017 0.483
8139031 $ 495,990.36 66.67 0.250 0.017 0.733
8141372 $ 297,425.16 43.09 0.250 0.017 0.733
8141866 $ 348,493.73 56.08 0.250 0.017 0.733
8142496 $ 278,382.86 80.00 0.250 0.017 0.733
8143318 $ 495,879.90 79.81 0.250 0.017 0.608
8144159 $ 446,391.35 60.40 0.250 0.017 0.733
8144316 $ 567,352.08 69.68 0.250 0.017 0.858
8144692 $ 435,229.29 80.00 0.250 0.017 0.733
8145458 $ 496,357.48 57.80 0.250 0.017 0.608
8145486 $ 346,225.58 62.50 0.250 0.017 0.483
8145949 $ 420,147.62 80.00 0.250 0.017 0.858
8146042 $ 386,948.85 79.75 0.250 0.017 0.858
8146147 $ 324,724.65 79.92 0.250 0.017 0.733
8147107 $ 382,925.54 90.00 11 0.250 0.017 0.733
8147278 $ 361,080.97 80.00 0.250 0.017 0.733
8147870 $ 298,092.35 80.00 0.250 0.017 0.858
8149154 $ 307,280.98 80.00 0.250 0.017 0.483
8149574 $ 274,717.47 80.00 0.250 0.017 0.733
8149835 $ 481,528.06 80.00 0.250 0.017 0.608
8150489 $ 357,781.12 80.00 0.250 0.017 0.733
8150991 $ 416,624.14 80.00 0.250 0.017 0.608
8151718 $ 305,529.42 80.00 0.250 0.017 0.483
8151733 $ 307,146.12 73.54 0.250 0.017 0.733
8151793 $ 344,374.71 77.78 0.250 0.017 0.733
8151829 $ 367,862.33 65.22 0.250 0.017 0.733
8152023 $ 446,390.90 51.66 0.250 0.017 0.733
8152441 $ 396,946.51 34.04 0.250 0.017 0.483
8156001 $ 349,298.80 80.00 0.250 0.017 0.608
8156906 $ 299,215.05 80.00 0.250 0.017 0.483
8157359 $ 397,281.51 69.57 0.250 0.017 0.983
8157391 $ 279,013.86 80.00 0.250 0.017 0.733
8158035 $ 420,384.48 79.92 0.250 0.017 0.733
8158186 $ 416,871.80 80.00 0.250 0.017 0.608
8158609 $ 285,883.37 90.00 01 0.250 0.017 0.608
8158928 $ 422,759.64 80.00 0.250 0.017 0.733
8158936 $ 382,202.34 69.37 0.250 0.017 0.733
8159783 $ 304,299.76 64.63 0.250 0.017 0.608
8159991 $ 287,950.29 65.95 0.250 0.017 0.733
8160088 $ 490,830.36 79.99 0.250 0.017 0.483
8161063 $ 337,467.60 77.27 0.250 0.017 0.608
8161612 $ 307,345.43 76.84 0.250 0.017 0.858
8161942 $ 324,100.70 90.00 11 0.250 0.017 0.733
8163465 $ 374,692.62 68.18 0.250 0.017 0.000
8164877 $ 354,121.42 80.00 0.250 0.017 0.608
8165184 $ 298,980.05 69.96 0.250 0.017 0.983
8165447 $ 309,769.94 60.00 0.250 0.017 0.483
8165625 $ 303,729.95 80.00 0.250 0.017 0.733
8165863 $ 304,538.01 67.98 0.250 0.017 0.858
8166439 $ 365,377.83 80.00 0.250 0.017 0.608
8167050 $ 516,211.82 56.52 0.250 0.017 0.608
8167467 $ 397,519.04 59.00 0.250 0.017 0.983
8167795 $ 318,376.23 80.00 0.250 0.017 0.733
8167977 $ 311,435.23 75.00 0.250 0.017 0.858
8168654 $ 397,259.81 58.82 0.250 0.017 0.733
8168869 $ 317,238.87 68.09 0.250 0.017 0.608
8169410 $ 385,211.10 80.00 0.250 0.017 0.483
8170361 $ 381,713.21 80.00 0.250 0.017 0.858
8170486 $ 299,240.44 80.00 0.250 0.017 0.858
8170689 $ 420,994.33 67.95 0.250 0.017 0.858
8173423 $ 287,374.09 80.00 0.250 0.017 0.608
8179348 $ 324,995.31 89.99 33 0.250 0.017 0.858
8179868 $ 317,674.69 80.00 0.250 0.017 0.733
8179912 $ 354,921.72 80.00 0.250 0.017 0.858
8180037 $ 525,432.74 80.00 0.250 0.017 0.858
8180203 $ 377,583.68 80.00 0.250 0.017 0.858
8181875 $ 348,179.96 70.28 0.250 0.017 0.608
8182364 $ 277,754.25 80.00 0.250 0.017 0.858
8182799 $ 357,546.26 80.00 0.250 0.017 0.608
8184056 $ 277,114.53 80.00 0.250 0.017 0.608
8185622 $ 641,810.11 80.00 0.250 0.017 0.858
8187092 $ 314,760.31 56.05 0.250 0.017 0.358
8187378 $ 345,820.28 90.00 01 0.250 0.017 0.608
8189216 $ 291,048.05 80.00 0.250 0.017 0.608
8189920 $ 291,856.08 79.99 0.250 0.017 0.608
8191027 $ 538,871.88 80.00 0.250 0.017 0.608
8191455 $ 367,421.48 78.72 0.250 0.017 0.608
8192653 $ 336,749.90 79.98 0.250 0.017 0.483
8193511 $ 548,062.91 55.21 0.250 0.017 0.733
8194849 $ 497,564.59 65.28 0.250 0.017 0.983
8194905 $ 307,802.46 74.70 0.250 0.017 0.858
8194981 $ 377,622.49 79.73 0.250 0.017 0.608
8196127 $ 511,959.22 74.10 0.250 0.017 0.983
8197126 $ 310,445.49 80.00 0.250 0.017 0.608
8197416 $ 357,368.62 80.00 0.250 0.017 0.858
8199554 $ 331,836.85 88.22 11 0.250 0.017 0.733
8200538 $ 635,827.51 80.00 0.250 0.017 0.733
8202808 $ 335,773.66 80.00 0.250 0.017 0.608
8203365 $ 471,979.54 40.93 0.250 0.017 0.858
8204295 $ 386,996.23 75.00 0.250 0.017 0.608
8206595 $ 320,608.03 80.00 0.250 0.017 0.858
8207112 $ 339,725.62 80.00 0.250 0.017 0.858
8207397 $ 331,566.95 80.00 0.250 0.017 0.608
8208962 $ 448,717.22 70.06 0.250 0.017 0.733
8209527 $ 382,634.34 80.00 0.250 0.017 0.983
8210147 $ 294,830.89 64.56 0.250 0.017 0.608
8211569 $ 287,712.86 80.00 0.250 0.017 0.983
8212330 $ 298,203.67 63.16 0.250 0.017 0.608
8213861 $ 305,896.00 77.60 0.250 0.017 0.733
8213963 $ 501,557.84 80.00 0.250 0.017 0.608
8215776 $ 505,805.11 80.00 0.250 0.017 0.233
8216048 $ 338,188.58 80.00 0.250 0.017 0.983
8218159 $ 353,108.67 71.00 0.250 0.017 0.983
8218730 $ 381,838.40 80.00 0.250 0.017 0.733
8218849 $ 493,370.31 80.00 0.250 0.017 0.858
8219204 $ 434,901.88 79.99 0.250 0.017 0.733
8220538 $ 398,320.98 76.34 0.250 0.017 0.858
8223332 $ 317,953.53 80.00 0.250 0.017 0.608
8223366 $ 298,790.82 94.53 33 0.250 0.017 0.733
8224626 $ 380,412.62 80.00 0.250 0.017 0.608
8228346 $ 274,753.05 80.00 0.250 0.017 0.608
8231106 $ 310,004.64 80.00 0.250 0.017 0.608
8233018 $ 417,329.29 80.00 0.250 0.017 0.858
8233134 $ 291,433.55 95.00 12 0.250 0.017 0.483
8236339 $ 279,761.99 80.00 0.250 0.017 0.858
8236816 $ 333,964.27 80.00 0.250 0.017 0.858
8239289 $ 317,830.61 80.00 0.250 0.017 0.733
8242447 $ 326,797.86 80.00 0.250 0.017 0.608
8243116 $ 378,641.55 71.19 0.250 0.017 0.733
8244612 $ 310,732.49 80.00 0.250 0.017 0.608
8244825 $ 667,883.97 75.00 0.250 0.017 0.483
8249402 $ 352,742.58 60.26 0.250 0.017 0.858
8251162 $ 279,181.63 78.80 0.250 0.017 0.608
8252540 $ 372,380.63 78.95 0.250 0.017 0.733
8254103 $ 449,045.27 80.00 0.250 0.017 0.608
8256681 $ 499,628.93 47.62 0.250 0.017 0.483
8259537 $ 353,342.59 90.00 11 0.250 0.017 0.483
8261796 $ 348,236.98 70.00 0.250 0.017 0.733
8262232 $ 291,225.59 80.00 0.250 0.017 0.733
8263854 $ 646,393.34 79.20 0.250 0.017 0.608
8264133 $ 570,255.05 80.00 0.250 0.017 0.608
8266697 $ 298,943.40 80.00 0.250 0.017 0.733
8266739 $ 358,140.60 79.99 0.250 0.017 0.608
8269975 $ 313,026.49 80.00 0.250 0.017 0.858
8270262 $ 346,005.81 80.00 0.250 0.017 0.608
8273136 $ 324,030.87 89.98 13 0.250 0.017 0.608
8273775 $ 304,373.94 80.00 0.250 0.017 0.608
8274501 $ 354,229.13 90.00 06 0.250 0.017 0.733
8274549 $ 318,645.39 73.41 0.250 0.017 0.733
8275607 $ 311,788.76 80.00 0.250 0.017 0.733
8276132 $ 295,010.83 80.00 0.250 0.017 0.733
8277198 $ 339,577.55 80.00 0.250 0.017 0.608
8277826 $ 398,007.88 53.33 0.250 0.017 0.608
8279544 $ 357,961.76 80.00 0.250 0.017 0.858
8279925 $ 319,762.51 74.91 0.250 0.017 0.483
8280499 $ 279,303.69 90.00 13 0.250 0.017 0.608
8281363 $ 365,183.67 80.00 0.250 0.017 0.608
8284094 $ 354,008.54 70.00 0.250 0.017 0.733
8289056 $ 434,169.90 80.00 0.250 0.017 0.858
8291568 $ 286,077.05 80.00 0.250 0.017 0.608
8294479 $ 497,677.74 80.00 0.250 0.017 0.608
8298023 $ 325,931.84 80.00 0.250 0.017 0.733
8298066 $ 446,071.50 80.00 0.250 0.017 0.608
8299345 $ 283,400.68 80.00 0.250 0.017 0.858
8299591 $ 633,947.30 70.00 0.250 0.017 0.733
8302923 $ 488,697.97 70.00 0.250 0.017 0.858
8306637 $ 398,198.83 80.00 0.250 0.017 0.733
8308110 $ 363,032.34 80.00 0.250 0.017 0.608
8308123 $ 348,416.95 73.38 0.250 0.017 0.483
8308817 $ 378,916.75 80.00 0.250 0.017 0.733
8310291 $ 458,069.15 80.00 0.250 0.017 0.858
8315956 $ 337,334.38 75.00 0.250 0.017 0.858
8316232 $ 307,861.68 79.99 0.250 0.017 0.483
8317228 $ 289,519.06 79.99 0.250 0.017 0.608
8318116 $ 462,099.16 80.00 0.250 0.017 0.733
8318201 $ 371,010.31 80.00 0.250 0.017 0.483
8318599 $ 314,673.58 80.00 0.250 0.017 0.858
8318672 $ 847,515.61 58.62 0.250 0.017 0.608
8319080 $ 382,305.71 80.00 0.250 0.017 0.608
8319754 $ 348,280.38 42.58 0.250 0.017 0.858
8320604 $ 307,795.72 80.00 0.250 0.017 0.733
8323675 $ 545,287.94 80.00 0.250 0.017 0.733
8327701 $ 360,485.64 80.00 0.250 0.017 0.858
8327903 $ 322,225.20 76.44 0.250 0.017 0.733
8346701 $ 403,848.62 83.71 33 0.250 0.017 0.733
8349421 $ 467,234.50 80.00 0.250 0.017 0.733
8350400 $ 308,924.22 84.24 13 0.250 0.017 0.733
8350461 $ 298,130.39 80.00 0.250 0.017 0.733
8351531 $ 306,707.19 80.00 0.250 0.017 0.858
8351730 $ 298,708.87 66.67 0.250 0.017 0.733
8352720 $ 466,353.65 80.00 0.250 0.017 0.483
8356717 $ 338,018.95 80.00 0.250 0.017 0.733
8357714 $ 348,717.20 53.85 0.250 0.017 0.608
8358016 $ 374,675.74 80.00 0.250 0.017 0.733
8362085 $ 334,031.36 80.00 0.250 0.017 0.858
8363209 $ 436,414.34 74.79 0.250 0.017 0.858
8363258 $ 318,092.26 80.00 0.250 0.017 0.733
8364393 $ 360,008.40 76.06 0.250 0.017 0.733
8364691 $ 392,943.56 74.77 0.250 0.017 0.733
8365727 $ 510,294.37 69.73 0.250 0.017 0.733
8367029 $ 283,910.16 94.97 33 0.250 0.017 0.733
8369366 $ 278,326.24 80.00 0.250 0.017 0.858
8373174 $ 527,248.50 80.00 0.250 0.017 0.358
8374017 $ 347,290.14 66.04 0.250 0.017 0.733
8374475 $ 358,744.88 80.00 0.250 0.017 0.858
8377188 $ 311,041.80 80.00 0.250 0.017 0.733
8379706 $ 338,753.85 80.00 0.250 0.017 0.608
8382203 $ 350,747.30 75.00 0.250 0.017 0.733
8385438 $ 453,428.71 59.63 0.250 0.017 0.608
8386171 $ 462,365.80 65.82 0.250 0.017 0.733
8388831 $ 437,629.95 80.00 0.250 0.017 0.733
8390937 $ 378,930.14 80.00 0.250 0.017 0.733
8392618 $ 363,448.29 59.27 0.250 0.017 0.733
8394275 $ 319,670.16 80.00 0.250 0.017 0.733
8396914 $ 499,255.54 68.49 0.250 0.017 0.483
8401492 $ 364,710.97 56.31 0.250 0.017 0.733
8411468 $ 639,772.07 74.99 0.250 0.017 0.733
8437970 $ 468,000.54 69.79 0.250 0.017 0.733
8438652 $ 335,301.75 80.00 0.250 0.017 0.858
8441635 $ 456,869.10 80.00 0.250 0.017 0.608
8441994 $ 334,185.24 80.00 0.250 0.017 0.358
8442856 $ 355,442.89 80.00 0.250 0.017 0.233
8448663 $ 898,725.48 18.00 0.250 0.017 0.733
8456472 $ 399,419.14 65.57 0.250 0.017 0.608
8458717 $ 348,773.68 80.00 0.250 0.017 0.858
8461807 $ 524,150.86 77.71 0.250 0.017 0.358
8466247 $ 877,375.65 66.55 0.250 0.017 1.233
8467643 $ 542,087.20 70.00 0.250 0.017 0.358
8473697 $ 305,709.87 95.00 13 0.250 0.017 1.358
8480209 $ 370,161.69 74.14 0.250 0.017 0.608
8480333 $ 359,212.51 71.19 0.250 0.017 0.108
8483211 $ 358,926.68 80.00 0.250 0.017 0.358
8488832 $ 599,150.32 80.00 0.250 0.017 0.733
8490758 $ 305,509.14 80.00 0.250 0.017 0.108
8492077 $ 454,305.44 58.71 0.250 0.017 0.358
8492942 $ 393,442.03 68.52 0.250 0.017 0.733
8493776 $ 382,905.59 79.99 0.250 0.017 0.358
8494200 $ 317,461.21 94.93 06 0.250 0.017 1.858
8496516 $ 349,746.68 21.88 0.250 0.017 0.608
8497077 $ 562,782.02 80.00 0.250 0.017 0.483
8497665 $ 281,041.27 75.00 0.250 0.017 0.483
8499430 $ 319,750.37 38.55 0.250 0.017 0.233
8501052 $ 379,710.85 80.00 0.250 0.017 0.358
8503335 $ 302,559.99 72.84 0.250 0.017 0.608
8503972 $ 379,501.17 76.00 0.250 0.017 1.108
8504024 $ 299,542.04 60.00 0.250 0.017 0.358
8505575 $ 430,314.05 71.78 0.250 0.017 0.233
8506481 $ 376,625.21 56.30 0.250 0.017 0.233
8506681 $ 458,059.80 80.00 0.250 0.017 0.483
8507799 $ 978,540.85 69.92 0.250 0.017 0.483
8508235 $ 327,569.19 72.90 0.250 0.017 0.358
8508531 $ 555,186.81 77.74 0.250 0.017 0.608
8508774 $ 445,669.00 72.52 0.250 0.017 0.483
8510654 $ 923,023.73 48.63 0.250 0.017 0.000
8511714 $ 624,524.43 35.05 0.250 0.017 0.358
8511978 $ 305,098.66 60.59 0.250 0.017 0.358
8512217 $ 331,385.59 80.00 0.250 0.017 0.358
8514535 $ 324,247.02 69.89 0.250 0.017 0.358
8518825 $ 351,850.31 75.00 0.250 0.017 0.233
8522513 $ 309,358.48 78.58 0.250 0.017 0.233
8522764 $ 395,491.13 95.00 12 0.250 0.017 1.108
8524559 $ 346,283.63 80.00 0.250 0.017 0.483
8525049 $ 648,506.17 67.60 0.250 0.017 0.358
8525200 $ 293,376.60 80.00 0.250 0.017 0.358
8528720 $ 416,705.68 63.66 0.250 0.017 0.733
8529750 $ 379,710.85 77.55 0.250 0.017 0.358
8529987 $ 379,448.18 69.09 0.250 0.017 0.608
8530469 $ 491,634.86 80.00 0.250 0.017 0.483
8531453 $ 627,088.07 80.00 0.250 0.017 0.608
8532386 $ 349,047.19 53.33 0.250 0.017 0.608
8532991 $ 553,588.85 76.73 0.250 0.017 0.483
8533795 $ 418,896.60 76.22 0.250 0.017 0.608
8534420 $ 430,871.89 74.34 0.250 0.017 0.358
8534490 $ 454,662.32 54.82 0.250 0.017 0.483
8535980 $ 503,635.22 80.00 0.250 0.017 0.608
8537542 $ 415,948.73 75.41 0.250 0.017 0.608
8538569 $ 599,543.45 68.65 0.250 0.017 0.358
8538580 $ 353,737.28 80.00 0.250 0.017 0.483
8540840 $ 534,612.78 69.93 0.250 0.017 0.608
8543434 $ 499,655.90 87.72 01 0.250 0.017 0.858
8544300 $ 329,755.09 78.57 0.250 0.017 0.483
8544994 $ 288,596.17 95.00 12 0.250 0.017 0.733
8546629 $ 414,676.26 78.30 0.250 0.017 0.233
8548274 $ 364,455.16 66.45 0.250 0.017 0.108
8548606 $ 362,730.60 66.00 0.250 0.017 0.483
8549722 $ 648,057.54 43.27 0.250 0.017 0.608
8552022 $ 323,753.46 80.00 0.250 0.017 0.358
8553519 $ 346,129.77 80.00 0.250 0.017 0.233
8554955 $ 280,571.04 62.17 0.250 0.017 0.358
8556197 $ 598,555.46 79.97 0.250 0.017 0.483
8556500 $ 395,698.68 80.00 0.250 0.017 0.358
8561803 $ 649,505.40 68.71 0.250 0.017 0.358
8566262 $ 353,131.09 95.00 01 0.250 0.017 0.358
8566553 $ 402,900.77 80.00 0.250 0.017 0.483
8568920 $ 631,019.48 75.00 0.250 0.017 0.358
8571014 $ 370,724.66 63.97 0.250 0.017 0.483
9001897 $ 297,396.13 69.14 0.250 0.017 0.983
9002461 $ 292,066.37 80.00 0.250 0.017 0.733
9011522 $ 335,265.78 80.00 0.250 0.017 0.608
9013201 $ 319,762.51 65.98 0.250 0.017 0.483
9013964 $ 399,447.63 57.14 0.250 0.017 0.858
9062005 $ 439,344.86 53.66 0.250 0.017 0.483
9067192 $ 284,586.13 73.08 0.250 0.017 0.608
9068839 $ 283,098.53 90.00 01 0.250 0.017 0.733
$344,858,889.87
EXHIBIT F-1B
[Schedule of Type 1 Mortgage Loans in Group II]
WFMBS
(i) (ii) (iii) (iv) (v) (vi) (vii)
-------- ----------------------------------------------- -------- -------- -------- ---------- --------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
-------- ----------------------------------------------- -------- -------- -------- ---------- --------
5123433 RISING FAWN GA 30738 SFD 7.375 6.500 $ 3,063.35 180
5802461 XXXXXXXX XX 00000 SFD 6.625 6.358 $ 6,145.96 180
5802633 GOLETA CA 93117 SFD 6.625 6.358 $ 2,458.39 180
5811479 XXXX XXX XXXX XX 00000 SFD 7.000 6.500 $ 8,988.29 180
5831542 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 4,521.11 180
5849848 XXXXXX XX 00000 SFD 8.000 6.500 $ 2,920.67 180
5861212 CREEDE CO 81130 SFD 7.250 6.500 $ 3,674.28 180
5864136 XXXXXX XX 00000 SFD 7.000 6.500 $ 3,595.32 180
5871790 XXXXXX XXXXXX XX 00000 SFD 7.500 6.500 $ 3,504.11 180
5871904 XXXX XXXXX XX 00000 SFD 7.250 6.500 $ 851.16 120
5876993 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,921.20 180
5877267 XXX XXXX XX 00000 SFD 7.125 6.500 $ 2,545.39 180
5878498 XXXXX XXXXXXXX XX 00000 SFD 7.750 6.500 $ 5,459.40 180
5879014 XXXXXXX XX 00000 SFD 7.625 6.500 $ 2,802.39 180
5881983 XXXXXXXX XX 00000 SFD 6.750 6.483 $ 5,751.92 180
5886207 XXXXXXXXX XXXXXXXX XX 00000 SFD 7.625 6.500 $ 3,474.96 180
5887240 XXXXX XXXX XX 00000 SFD 7.125 6.500 $ 3,867.90 180
5887770 XXXXXXXXX XX 00000 MF2 7.500 6.500 $ 3,059.15 180
5888296 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 4,224.50 180
5889485 ST LOUIS MO 63141 SFD 7.250 6.500 $ 3,057.18 180
5890404 XXXXXXXXXX XX 00000 SFD 6.625 6.358 $ 3,539.20 180
5890500 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 4,635.07 180
5890737 GROSS ILE MI 48138 LCO 7.500 6.500 $ 2,789.85 180
5891493 XXXX XXXXX XXXXXXXX XX 00000 SFD 7.875 6.500 $ 3,035.04 180
5892359 XXXXXXX XX 00000 SFD 7.500 6.500 $ 3,847.10 180
5892709 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 4,058.13 180
5894411 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,595.32 180
5894711 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 3,893.61 180
5895324 XXXXXX XX 00000 SFD 6.875 6.500 $ 4,700.08 180
5895909 XXXXXXXX XX 00000 SFD 8.000 6.500 $ 2,866.96 180
5896000 XXXXXXX XX 00000 LCO 7.125 6.500 $ 3,378.76 180
5896255 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,680.85 180
5896845 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,599.81 180
5896849 XXXXX XXXXX XXXXX XX 00000 SFD 8.125 6.500 $ 6,889.43 180
5896856 XX XXXX XX 00000 PUD 7.750 6.500 $ 6,117.36 180
5897540 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $ 4,860.61 180
5898056 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,235.79 180
5898245 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 7,359.39 180
5898483 XXXXX XX 00000 SFD 7.250 6.500 $ 9,128.63 180
5898695 XXXXXX XXXXX XX 00000 SFD 7.250 6.500 $ 9,128.63 180
5898931 XXX XXXX XX 00000 COP 7.500 6.500 $ 3,800.76 180
5899028 XXXXXXXX XX 00000 SFD 6.250 5.983 $ 2,435.09 180
5900769 SOLANA XXXXX XX 00000 LCO 7.750 6.500 $ 3,670.98 180
5901633 XXXXXXXX XXXX XX 00000 SFD 7.500 6.500 $ 3,337.25 180
5901764 XXXXXXX XXXXX XX 00000 SFD 7.625 6.500 $ 5,296.52 180
5902235 DANA XXXXX XX 00000 SFD 7.000 6.500 $ 3,595.32 180
5902495 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,742.74 180
5902581 XXXXX XX 00000 SFD 7.125 6.500 $ 5,059.07 180
5902616 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $ 3,879.57 180
5902716 XXXXXX XX 00000 SFD 7.125 6.500 $ 3,686.28 180
5902879 XXXXX XXXX XXXXX XX 00000 SFD 7.375 6.500 $ 6,761.44 180
5904336 XXXX XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,377.60 180
5904403 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 5,797.06 180
5904851 XXXXXXX XX 00000 SFD 6.875 6.500 $ 3,567.42 180
5904905 XXX XXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,170.41 180
5905181 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,013.35 180
5906269 XXXXXXX XX 00000 SFD 7.250 6.500 $ 4,883.82 180
5906288 XXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $ 2,857.27 180
5906650 XXXX XXXX XXXX XX 00000 SFD 7.000 6.500 $ 2,798.87 180
5906745 XXXXXXX XX 00000 SFD 7.250 6.500 $ 9,128.63 180
5907720 XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,862.43 180
5908617 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 2,707.73 180
5908685 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 4,853.68 180
5908700 XXXXX XX 00000 SFD 7.625 6.500 $ 2,970.07 180
5909122 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,047.14 180
5909774 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $ 4,717.91 180
5909850 XXXX XXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,824.67 168
5910363 XXXXX XX 00000 SFD 7.000 6.500 $ 2,831.31 180
5910751 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,855.02 180
5910977 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 5,979.51 180
5911022 XXXXXX XX 00000 SFD 7.000 6.500 $ 3,415.55 180
5912722 XXX XXXXXXX XX 00000 PUD 7.500 6.500 $ 3,615.35 180
5913008 XXXXXXXXX XX 00000 LCO 6.750 6.483 $ 2,982.15 180
5913295 XXXXX XXXXX XX 00000 HCO 7.375 6.500 $ 2,189.42 180
5913559 XXXXXXXXXXXX XX 00000 SFD 7.375 6.500 $ 5,979.51 180
5913618 XXX XXXX XX 00000 SFD 7.125 6.500 $ 3,433.11 180
5913778 XXXXX XXXX XX 00000 SFD 7.125 6.500 $ 3,623.33 180
5913802 XXXXXXX XXXX XX 00000 SFD 7.125 6.500 $ 3,623.33 180
5914363 XXXXXXX XX 00000 SFD 7.000 6.500 $ 4,134.62 180
5914755 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 8,988.28 180
5914871 XXX XXXX XX 00000 SFD 8.000 6.500 $ 4,214.43 180
5915839 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,675.57 180
5916017 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 5,362.53 180
5916256 XXXXXXX XXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,097.94 180
5916322 XXX XXXX XX 00000 SFD 7.125 6.500 $ 4,909.61 180
5917082 XXX XXXXX XX 00000 SFD 7.250 6.500 $ 3,423.24 180
5917184 XXXXXX XX 00000 SFD 6.875 6.500 $ 3,888.49 180
5917225 XXXXXXXXX XX 00000 SFD 7.500 6.500 $ 3,128.67 180
5917463 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,771.85 180
5917614 BRYN XXXXX XX 00000 SFD 6.875 6.500 $ 2,960.96 180
5917750 XXXX XX 00000 SFD 7.250 6.500 $ 4,412.78 180
5918124 XXX XXXXX XX 00000 SFD 7.375 6.500 $ 3,679.70 180
5919224 SOUTH XXX XXXXXXXXX XX 00000 SFD 7.875 6.500 $ 2,816.90 180
5919703 XXXXXXX XX 00000 SFD 7.250 6.500 $ 3,436.93 180
5920532 XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,954.84 180
5921617 XXX XXXXX XX 00000 SFD 7.000 6.500 $ 3,968.33 180
5922156 XXX XXXXX XX 00000 SFD 7.500 6.500 $ 4,774.12 180
5922238 XXXXXX XX 00000 HCO 6.875 6.500 $ 5,384.58 180
5922452 XXXX XXXX XX 00000 SFD 7.500 6.500 $ 4,245.72 180
5922576 XXXXXX XX 00000 SFD 7.000 6.500 $ 4,494.15 180
5922702 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,263.65 180
5923136 XXXXXXXX XX 00000 SFD 7.625 6.500 $ 2,690.30 180
5923166 XXXXXXXXXXXX XX 00000 SFD 7.500 6.500 $ 3,476.30 180
5924220 XXXXXX XXXXXX XX 00000 SFD 7.500 6.500 $ 4,171.56 180
5924640 XXXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 5,887.91 180
5925069 XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,227.17 180
5925148 XXXXX XX 00000 SFD 6.875 6.500 $ 5,072.42 180
5925193 XXXXXX XXXXXX XX 00000 SFD 7.500 6.500 $ 3,476.30 180
5925878 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,520.00 180
5926729 XXX XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,267.57 180
5926906 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,261.00 180
5926982 XXXXXXXXXX XX 00000 HCO 7.125 6.500 $ 3,193.06 180
5927096 XXXX XXXXXXX XX 00000 SFD 7.375 6.500 $ 3,021.95 180
5929174 XXX XXXXXXX XX 00000 SFD 7.250 6.500 $ 3,195.03 180
5929390 XXXXXX XX 00000 SFD 7.125 6.500 $ 4,438.57 180
5930114 XXXXXXXXX XX 00000 SFD 7.750 6.500 $ 4,047.49 180
5931007 XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 2,759.77 180
5931068 XXXXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $ 3,594.61 180
5931076 CHROMO CO 81128 SFD 6.875 6.500 $ 3,612.02 180
5931647 XXXXXXXX XX 00000 LCO 7.250 6.500 $ 2,738.59 180
5931769 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,432.37 180
5931834 XXXXX XX 00000 SFD 7.000 6.500 $ 3,043.89 180
5932200 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 1,710.34 180
5932479 XXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $ 5,751.91 180
5932642 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,682.24 180
5933148 COEUR D ALENE ID 83814 SFD 7.125 6.500 $ 2,762.79 180
5933500 XXXXXXX XX 00000 SFD 7.125 6.500 $ 4,529.16 180
5933640 LAGUNA NIGUEL CA 92677 LCO 6.875 6.500 $ 874.02 180
5933914 XXXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 3,235.79 180
5934166 XX XXXXX XX 00000 SFD 7.375 6.500 $ 6,807.44 180
5934282 XXXXXXX XX 00000 SFD 7.375 6.500 $ 3,426.72 180
5934663 XXXXXX XX 00000 HCO 7.750 6.500 $ 3,920.42 180
5934734 XXXXXXXX XX 00000 HCO 7.250 6.500 $ 3,058.10 180
5935599 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,460.40 180
5935672 XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $ 2,921.17 180
5936041 XXX XXXX XX 00000 SFD 7.500 6.500 $ 3,151.85 180
5936215 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 4,438.58 180
5936321 MENLO XXXX XX 00000 SFD 7.250 6.500 $ 4,107.89 180
5936793 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $ 3,633.70 180
5937017 XXXXXXXXX XX 00000 SFD 7.500 6.500 $ 5,237.62 180
5937056 XXXXXX XX 00000 SFD 7.375 6.500 $ 2,667.78 180
5939429 XXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $ 3,195.03 180
5940562 XXXXXXX XX 00000 SFD 7.750 6.500 $ 4,549.19 180
5941357 XXXXX XX 00000 SFD 7.375 6.500 $ 3,311.73 180
5941415 XXXXXX XXXXX XX 00000 SFD 7.250 6.500 $ 8,215.77 180
5941571 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 6,071.50 180
5941626 XXX XXXX XX 00000 SFD 7.625 6.500 $ 3,942.03 180
5942590 XXX XXXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,780.88 180
5943101 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 4,943.56 180
5943755 XXXXXX XX 00000 SFD 6.875 6.500 $ 2,963.19 180
5943778 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,188.53 180
5943787 XXX XXXXX XX 00000 SFD 7.250 6.500 $ 2,692.95 180
5943799 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,879.36 180
5943814 XXX XXXXX XX 00000 SFD 7.500 6.500 $ 3,429.95 180
5944230 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,170.41 180
5944928 XXXXX XX 00000 SFD 6.750 6.483 $ 6,968.67 180
5945121 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 4,564.31 180
5945929 XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,556.26 180
5946675 XXX XXXX XXXX XX 00000 SFD 7.500 6.500 $ 2,600.27 180
5946827 XXXXXXX XXXXX XX 00000 SFD 7.125 6.500 $ 7,699.57 180
5948640 XXXXXX XX 00000 SFD 8.000 6.500 $ 3,344.78 180
5949161 XXXX XXXXX XX 00000 SFD 7.375 6.500 $ 3,357.73 180
5949241 XXXXXXXXXX XX 00000 SFD 8.125 6.500 $ 3,228.06 180
5949952 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 6,025.59 180
5949993 XXXXXX XX 00000 PUD 7.375 6.500 $ 3,974.07 180
5950306 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,567.42 180
5950413 XXXX XX 00000 SFD 8.000 6.500 $ 4,243.10 180
5950425 XXXXXX XXXX XXXXXX XX 00000 HCO 8.375 6.500 $ 3,307.61 180
5950436 XXXXXX XX 00000 SFD 6.875 6.500 $ 4,414.68 180
5950445 XXXXX OK 74008 SFD 7.750 6.500 $ 4,235.74 180
5951093 XXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 4,305.39 180
5951524 XXXX XX 00000 SFD 7.250 6.500 $ 2,909.76 180
5955037 XXX XXXX XX 00000 SFD 7.375 6.500 $ 4,857.20 180
5955101 XXXXXX XX 00000 SFD 7.000 6.500 $ 4,494.14 180
5955165 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 5,020.75 180
5955171 XXXXX XXXX XX 00000 SFD 7.250 6.500 $ 2,777.85 180
5955286 XXXXXX XXXX XX 00000 LCO 7.375 6.500 $ 3,017.35 180
5955503 INCLINE VILLAGE NV 89451 SFD 7.375 6.500 $ 2,826.92 180
5960300 XXX XXXXXXXXX XX 00000 LCO 7.125 6.500 $ 2,717.50 180
5960325 XXX XXXX XX 00000 SFD 7.250 6.500 $ 4,336.10 180
5965733 XXXXX XXXXXXX XX 00000 SFD 7.375 6.500 $ 4,553.63 180
5969218 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,138.21 180
5971004 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 4,104.23 180
5972533 XXXXXXXX XXXXXXXX XX 00000 SFD 6.625 6.358 $ 5,706.96 180
5972551 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $ 2,764.75 180
5972613 THE XXX XXXXX XX 00000 SFD 6.250 5.983 $ 2,658.02 180
5973296 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 4,257.41 180
5974564 XXX XXXX XX 00000 SFD 7.000 6.500 $ 3,595.31 180
5974910 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 4,016.60 180
5976481 XXX XXXXX XX 00000 SFD 8.375 6.500 $ 3,220.67 170
0000000 XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,833.36 180
5977000 XXXXX XX 00000 SFD 7.250 6.500 $ 5,887.97 180
5977083 XXXXXX XXXXXX XX 00000 SFD 7.875 6.500 $ 2,845.35 180
5978749 XXXXXX XX 00000 PUD 7.500 6.500 $ 3,865.64 180
5980142 XXX XXXX XX 00000 SFD 7.250 6.500 $ 4,107.89 180
5981326 XXXXXX XX 00000 SFD 7.125 6.500 $ 4,194.00 180
5982125 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,012.45 180
5982143 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 5,367.64 180
5983685 XXXXXXXXX XX 00000 SFD 7.750 6.500 $ 2,838.89 180
5983698 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,679.69 180
5984602 XXXX XX 00000 SFD 7.125 6.500 $ 4,053.59 180
5984960 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,072.54 180
5992595 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,950.88 180
7648485 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 8,849.10 180
7963620 XXXXXXXXX XX 00000 SFD 7.625 6.500 $ 3,699.15 180
8045713 XXXXXXX XX 00000 SFD 7.375 6.500 $ 5,151.57 180
8108426 XXXXXXXX XX 00000 SFD 8.125 6.500 $ 3,196.77 180
8119641 XXXXXX XXX. XX 00000 SFD 6.750 6.483 $ 3,097.18 180
8200581 XXXX XX 00000 SFD 7.125 6.500 $ 4,608.87 180
8235771 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 2,566.24 180
8249303 XXXXXXXX XX 00000 SFD 7.000 6.500 $ 4,246.51 180
8265056 XXXXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 4,395.18 180
8323688 XXXXXXXX XXXX XX 00000 LCO 7.125 6.500 $ 4,076.24 180
8381648 XXXXXXXX XX 00000 SFD 6.625 6.358 $ 4,425.09 180
8417564 XXX XXXXX XX 00000 SFD 7.500 6.500 $ 2,899.23 180
8426610 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 4,130.59 180
8434224 XXXXXXXX XXXXXXX XX 00000 PUD 7.000 6.500 $ 5,842.38 180
8449957 XXXXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 4,494.14 180
8450672 XXX XXXXX XX 00000 SFD 7.000 6.500 $ 3,868.40 180
8455068 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,985.66 180
8458088 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 5,311.49 180
8463451 XXX XXXXX XX 00000 SFD 7.125 6.500 $ 4,891.49 180
8463725 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 4,982.07 180
8465892 XXXXXXXX XXXX XX 00000 SFD 7.625 6.500 $ 7,433.81 180
8467588 XXX XXXXXX XX 00000 SFD 7.250 6.500 $ 3,067.22 180
8468065 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 5,570.86 180
8468166 XXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $ 8,111.88 180
8473750 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,744.09 180
8473872 XXXXXX XX 00000 SFD 7.125 6.500 $ 3,532.74 180
8474105 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 8,988.27 180
8475076 XXX XXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,460.49 180
8475205 XX XXXX XX 00000 SFD 6.875 6.500 $ 5,640.98 180
8475937 XXXXXXXX XX 00000 SFD 7.500 6.500 $ 5,367.40 180
8476644 XXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,297.23 180
8479590 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 5,075.52 180
8480102 XXXXXX XX 00000 SFD 7.250 6.500 $ 4,009.29 180
8480158 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,231.53 180
8482107 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,062.66 180
8482520 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,235.78 180
8482590 XXXXXXX XX 00000 SFD 7.250 6.500 $ 5,020.75 180
8486304 XX. XXXX'X XXXXX XX 00000 SFD 7.000 6.500 $ 4,291.91 180
8489134 XXX XXXXX XX 00000 LCO 7.750 6.500 $ 4,206.56 180
8490209 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 5,020.75 180
8491779 XXXXXXX XX 00000 SFD 7.125 6.500 $ 3,623.32 180
8494186 SHARON MA 02067 SFD 6.875 6.500 $ 2,853.93 180
8494364 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $ 4,619.23 180
8494545 XXX XXX XX 00000 SFD 6.875 6.500 $ 3,567.42 180
8495065 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,532.78 180
8497146 XXXXXXX XX 00000 SFD 7.125 6.500 $ 2,654.09 180
8498327 XXXXXXX XX 00000 SFD 7.000 6.500 $ 3,091.97 180
8499069 XXXXXXX XX 00000 SFD 7.000 6.500 $ 2,966.13 180
8505793 XXXX XX 00000 SFD 6.750 6.483 $ 2,645.88 180
8508033 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 4,224.49 180
8509585 XXXXXXXX XX 00000 LCO 7.375 6.500 $ 3,380.72 180
8512708 XXXX XXXXX XX 00000 SFD 7.375 6.500 $ 3,789.16 180
8513283 XXXXXXX XX 00000 SFD 7.250 6.500 $ 5,933.61 180
8513881 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 4,564.31 180
8514144 XXXXX XXXX XX 00000 SFD 7.000 6.500 $ 5,842.38 180
8515156 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 3,145.90 180
8515303 XXXX XX 00000 SFD 7.000 6.500 $ 4,134.61 180
8516859 XXXXXX XX 00000 SFD 7.500 6.500 $ 7,578.63 180
8518070 XXXX XX 00000 SFD 7.375 6.500 $ 3,905.99 180
8518572 XXXXXXX XX 00000 SFD 7.000 6.500 $ 4,815.02 180
8518585 XXXXXXX XX 00000 SFD 7.125 6.500 $ 5,869.79 180
8522578 XXXXXXX XX 00000 SFD 7.000 6.500 $ 4,494.14 180
8523013 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,174.03 180
8524013 XXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,875.15 180
8524229 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 6,831.10 180
8524687 XXXXX XX 00000 SFD 7.250 6.500 $ 3,169.00 180
8524816 XXXX XXXXXX XX 00000 SFD 6.750 6.483 $ 4,087.74 120
8525534 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,459.27 180
8526827 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,644.74 180
8527602 XXXXX XXXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 6,340.82 180
8527702 XXXXXXXX XX 00000 SFD 7.250 6.500 $ 5,550.21 180
8528053 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $ 3,914.85 180
8528442 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,013.34 180
8528517 XXXXXXX XX 00000 SFD 6.750 6.483 $ 2,471.04 180
8528650 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 4,619.09 180
8530239 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 5,725.54 180
8530789 XXXXX XX 00000 SFD 7.000 6.500 $ 3,730.14 180
8532488 XXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $ 2,966.13 180
8532696 XXXXXXXX XX 00000 SFD 6.875 6.500 $ 4,587.25 180
8534329 XXXXXXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $ 4,529.16 180
8535006 TRABUCO XXXXXX XX 00000 LCO 7.250 6.500 $ 2,829.87 180
8536061 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,910.63 180
8539170 XXX XXXXXX XX 00000 SFD 7.000 6.500 $ 3,595.31 180
8541743 XXXXXXXXX XX 00000 SFD 7.250 6.500 $ 3,624.07 180
8543913 XXXXX XXXXXXXX XX 00000 SFD 7.375 6.500 $ 3,150.74 180
8545319 LODI CA 95242 SFD 7.000 6.500 $ 3,595.31 180
0000000 XXXXXXX XX 00000 SFD 7.000 6.500 $ 4,584.02 180
8549084 SPARTA NJ 07871 SFD 7.000 6.500 $ 2,696.48 180
8551409 XXX XXXX XX 00000 SFD 7.000 6.500 $ 4,516.61 180
8552160 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $ 3,025.48 180
8558092 XXX XXXX XX 00000 SFD 6.875 6.500 $ 3,745.79 180
8569297 XXXXXXXXX XX 00000 SFD 6.875 6.500 $ 3,019.82 180
8583831 XXXXXXX XX 00000 SFD 7.375 6.500 $ 2,796.57 180
8588443 XXXXXXXXXX XX 00000 HCO 7.750 6.500 $ 2,833.24 180
9061964 XXXXXX XXXXX XX 00000 SFD 7.500 6.500 $ 9,270.13 180
9071507 XXXXXXXX XX 00000 SFD 7.375 6.500 $ 9,199.24 180
COUNT: 299
WAC: 7.200525542
WAM: 178.1162123
WALTV: 62.18618671
WFMBS
Schedule of Type 1 Mortgage Loans in Group II (Cont'd)
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- --------- ---------------- ------ ------- --------- ------- ------- ---------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- --------- ---------------- ------ ------- --------- ------- ------- ---------
5123433 1-May-16 $ 333,000.00 90.00 11 0.250 0.017 0.608
5802461 1-Mar-16 $ 695,424.65 56.76 0.250 0.017 0.000
5802633 1-Apr-16 $ 279,087.44 42.89 0.250 0.017 0.000
5811479 1-May-16 $ 1,000,000.00 64.52 0.250 0.017 0.233
5831542 1-May-16 $ 503,000.00 66.71 0.250 0.017 0.233
5849848 1-Nov-15 $ 300,232.71 55.57 0.250 0.017 1.233
5861212 1-May-16 $ 402,500.00 70.00 0.250 0.017 0.483
5864136 1-Apr-16 $ 398,738.01 80.00 0.250 0.017 0.233
5871790 1-Apr-16 $ 376,858.39 66.32 0.250 0.017 0.733
5871904 1-Feb-11 $ 70,240.96 29.00 0.250 0.017 0.483
5876993 1-Mar-16 $ 322,943.28 88.32 33 0.250 0.017 0.233
5877267 1-Apr-16 $ 280,123.05 38.23 0.250 0.017 0.358
5878498 1-Xxx-16 $ 572,990.30 80.00 0.250 0.017 0.983
5879014 1-Oct-15 $ 293,606.17 65.65 0.250 0.017 0.858
5881983 1-May-16 $ 650,000.00 30.95 0.250 0.017 0.000
5886207 1-Mar-16 $ 369,770.52 80.00 0.250 0.017 0.858
5887240 1-Mar-16 $ 424,326.91 70.58 0.250 0.017 0.358
5887770 1-Mar-16 $ 327,997.16 75.00 0.250 0.017 0.733
5888296 1-Apr-16 $ 468,317.17 61.04 0.250 0.017 0.233
5889485 1-Feb-16 $ 331,779.74 75.26 0.250 0.017 0.483
5890404 1-Mar-16 $ 400,465.24 69.50 0.250 0.017 0.000
5890500 1-Apr-16 $ 498,489.93 77.64 0.250 0.017 0.733
5890737 1-Mar-16 $ 299,126.50 69.99 0.250 0.017 0.733
5891493 1-Feb-16 $ 317,176.43 80.00 0.250 0.017 1.108
5892359 1-Mar-16 $ 412,485.47 60.14 0.250 0.017 0.733
5892709 1-Mar-16 $ 445,195.44 79.29 0.250 0.017 0.358
5894411 1-Apr-16 $ 398,738.01 53.33 0.250 0.017 0.233
5894711 1-Apr-16 $ 438,508.00 40.00 0.250 0.017 0.000
5895324 1-May-16 $ 527,000.00 58.56 0.250 0.017 0.108
5895909 1-Dec-15 $ 295,501.45 75.19 0.250 0.017 1.233
5896000 1-May-16 $ 373,000.00 62.17 0.250 0.017 0.358
5896255 1-Apr-16 $ 405,081.85 64.50 0.250 0.017 0.358
5896845 1-Apr-16 $ 399,236.44 58.90 0.250 0.017 0.233
5896849 1-Dec-15 $ 704,390.26 76.94 0.250 0.017 1.358
5896856 1-Xxx-16 $ 642,144.92 68.41 0.250 0.017 0.983
5897540 1-Apr-16 $ 543,261.79 56.48 0.250 0.017 0.108
5898056 1-Mar-16 $ 357,721.79 42.35 0.250 0.017 0.233
5898245 1-Mar-16 $ 795,099.54 57.14 0.250 0.017 0.608
5898483 1-Mar-16 $ 993,807.43 48.08 0.250 0.017 0.483
5898695 1-Mar-16 $ 993,807.43 22.22 0.250 0.017 0.483
5898931 1-Apr-16 $ 408,761.74 39.05 0.250 0.017 0.733
5899028 1-May-16 $ 284,000.00 80.00 0.250 0.017 0.000
5900769 1-Apr-16 $ 388,847.77 53.79 0.250 0.017 0.983
5901633 1-Mar-16 $ 356,489.06 34.29 0.250 0.017 0.733
5901764 1-Mar-16 $ 563,601.82 64.80 0.250 0.017 0.858
5902235 1-Mar-16 $ 397,468.66 33.33 0.250 0.017 0.233
5902495 1-Mar-16 $ 407,461.04 53.25 0.250 0.017 0.483
5902581 1-Mar-16 $ 555,003.69 57.28 0.250 0.017 0.358
5902616 1-Apr-16 $ 433,612.62 68.50 GD 5YR 0.250 0.017 0.108
5902716 1-Mar-16 $ 404,402.43 66.39 0.250 0.017 0.358
5902879 1-Mar-16 $ 730,497.69 61.25 0.250 0.017 0.608
5904336 1-May-16 $ 370,000.00 79.57 0.250 0.017 0.483
5904403 1-Apr-16 $ 647,926.90 66.67 0.250 0.017 0.108
5904851 1-May-16 $ 400,000.00 61.54 0.250 0.017 0.108
5904905 1-Mar-16 $ 347,808.95 70.00 0.250 0.017 0.358
5905181 1-Apr-16 $ 448,564.78 40.91 0.250 0.017 0.108
5906269 1-Apr-16 $ 533,232.29 69.93 0.250 0.017 0.483
5906288 1-Mar-16 $ 311,061.70 34.21 0.250 0.017 0.483
5906650 1-Apr-16 $ 310,407.57 78.24 0.250 0.017 0.233
5906745 1-Mar-16 $ 993,052.90 50.00 0.250 0.017 0.483
5907720 1-Apr-16 $ 315,013.82 39.50 0.250 0.017 0.358
5908617 1-Mar-16 $ 299,343.58 78.86 0.250 0.017 0.233
5908685 1-Mar-16 $ 536,582.70 19.95 0.250 0.017 0.233
5908700 1-Mar-16 $ 316,044.44 76.61 0.250 0.017 0.858
5909122 1-Mar-16 $ 331,709.91 30.62 0.250 0.017 0.483
5909774 1-Apr-16 $ 527,312.82 73.47 0.250 0.017 0.108
5909850 1-Aug-14 $ 387,115.23 73.26 0.250 0.017 0.608
5910363 1-Apr-16 $ 314,006.19 69.25 0.250 0.017 0.233
5910751 1-Mar-16 $ 419,684.88 48.26 0.250 0.017 0.483
5910977 1-Apr-16 $ 648,015.28 68.42 0.250 0.017 0.608
5911022 1-Mar-16 $ 377,595.24 79.17 0.250 0.017 0.233
5912722 1-Feb-16 $ 383,762.28 76.47 0.250 0.017 0.733
5913008 1-Apr-16 $ 335,913.48 65.44 0.250 0.017 0.000
5913295 1-Mar-16 $ 236,542.11 70.00 0.250 0.017 0.608
5913559 1-Apr-16 $ 648,015.28 38.81 0.250 0.017 0.608
5913618 1-May-16 $ 379,000.00 63.38 0.250 0.017 0.358
5913778 1-Apr-16 $ 398,751.67 55.17 0.250 0.017 0.358
5913802 1-Mar-16 $ 397,495.93 74.07 0.250 0.017 0.358
5914363 1-May-16 $ 460,000.00 74.19 0.250 0.017 0.233
5914755 1-Apr-16 $ 996,845.05 62.50 0.250 0.017 0.233
5914871 1-Apr-16 $ 339,725.57 70.00 0.250 0.017 1.233
5915839 1-Feb-16 $ 297,113.07 44.12 0.250 0.017 0.108
5916017 1-Apr-16 $ 590,152.47 69.98 0.250 0.017 0.358
5916256 1-Apr-16 $ 340,932.69 90.00 01 0.250 0.017 0.358
5916322 1-Mar-16 $ 538,606.99 44.24 0.250 0.017 0.358
5917082 1-Mar-16 $ 372,677.78 61.98 0.250 0.017 0.483
5917184 1-Apr-16 $ 434,609.43 78.56 0.250 0.017 0.108
5917225 1-Mar-16 $ 335,455.04 75.00 0.250 0.017 0.733
5917463 1-Apr-16 $ 305,045.03 53.87 0.250 0.017 0.358
5917614 1-Mar-16 $ 329,876.19 80.00 0.250 0.017 0.108
5917750 1-Apr-16 $ 481,907.77 78.60 0.250 0.017 0.483
5918124 1-Mar-16 $ 397,549.76 43.96 0.250 0.017 0.608
5919224 1-Apr-16 $ 296,132.16 50.34 0.250 0.017 1.108
5919703 1-Apr-16 $ 375,337.76 75.00 0.250 0.017 0.483
5920532 1-Mar-16 $ 437,215.56 57.22 0.250 0.017 0.233
5921617 1-Mar-16 $ 438,706.05 80.00 0.250 0.017 0.233
5922156 1-Apr-16 $ 513,444.63 64.38 0.250 0.017 0.733
5922238 1-Apr-16 $ 601,824.40 70.00 0.250 0.017 0.108
5922452 1-Apr-16 $ 456,616.78 58.72 0.250 0.017 0.733
5922576 1-Apr-16 $ 498,422.52 64.94 0.250 0.017 0.233
5922702 1-May-16 $ 363,100.00 67.87 0.250 0.017 0.233
5923136 1-Mar-16 $ 286,273.93 80.00 0.250 0.017 0.858
5923166 1-Feb-16 $ 371,581.08 68.81 0.250 0.017 0.733
5924220 1-Apr-16 $ 448,640.94 56.25 0.250 0.017 0.733
5924640 1-Mar-16 $ 645,930.89 21.67 0.250 0.017 0.358
5925069 1-Apr-16 $ 327,755.77 79.79 0.250 0.017 0.233
5925148 1-Mar-16 $ 565,111.69 70.00 0.250 0.017 0.108
5925193 1-Mar-16 $ 372,727.82 56.82 0.250 0.017 0.733
5925878 1-Apr-16 $ 382,929.67 67.65 0.250 0.017 0.483
5926729 1-Apr-16 $ 354,115.43 53.41 0.250 0.017 0.608
5926906 1-Apr-16 $ 358,876.50 65.45 0.250 0.017 0.358
5926982 1-Apr-16 $ 351,399.91 75.00 0.250 0.017 0.358
5927096 1-Mar-16 $ 326,487.75 90.00 01 0.250 0.017 0.608
5929174 1-May-16 $ 350,000.00 71.43 0.250 0.017 0.483
5929390 1-Apr-16 $ 488,470.81 70.00 0.250 0.017 0.358
5930114 1-Apr-16 $ 427,777.08 44.79 0.250 0.017 0.983
5931007 1-Apr-16 $ 299,083.98 45.11 0.250 0.017 0.608
5931068 1-Mar-16 $ 388,356.41 77.53 0.250 0.017 0.608
5931076 1-May-16 $ 405,000.00 35.68 0.250 0.017 0.108
5931647 1-Apr-16 $ 299,073.91 80.00 0.250 0.017 0.483
5931769 1-Apr-16 $ 374,839.30 45.85 0.250 0.017 0.483
5931834 1-Apr-16 $ 337,581.57 82.40 13 0.250 0.017 0.233
5932200 1-Apr-16 $ 183,942.79 75.00 0.250 0.017 0.733
5932479 1-Apr-16 $ 647,904.34 42.43 0.250 0.017 0.000
5932642 1-Apr-16 $ 523,325.57 40.38 0.250 0.017 0.108
5933148 1-Mar-16 $ 303,081.14 70.11 0.250 0.017 0.358
5933500 1-May-16 $ 500,000.00 28.57 0.250 0.017 0.358
5933640 1-May-16 $ 98,000.00 70.00 0.250 0.017 0.108
5933914 1-May-16 $ 360,000.00 57.60 0.250 0.017 0.233
5934166 1-May-16 $ 740,000.00 46.25 0.250 0.017 0.608
5934282 1-Apr-16 $ 371,362.60 51.74 0.250 0.017 0.608
5934663 1-Apr-16 $ 415,269.48 70.00 0.250 0.017 0.983
5934734 1-Apr-16 $ 333,965.86 79.76 0.250 0.017 0.483
5935599 1-Apr-16 $ 386,762.52 80.00 0.250 0.017 0.108
5935672 1-Apr-16 $ 319,012.16 45.71 0.250 0.017 0.483
5936041 1-Apr-16 $ 338,973.15 72.34 0.250 0.017 0.733
5936215 1-May-16 $ 490,000.00 79.67 0.250 0.017 0.358
5936321 1-May-16 $ 450,000.00 26.47 0.250 0.017 0.483
5936793 1-May-16 $ 395,000.00 64.75 0.250 0.017 0.608
5937017 1-Apr-16 $ 563,293.63 72.44 0.250 0.017 0.733
5937056 1-Apr-16 $ 289,114.51 11.15 0.250 0.017 0.608
5939429 1-Apr-16 $ 348,919.55 67.31 0.250 0.017 0.483
5940562 1-May-16 $ 483,300.00 38.66 0.250 0.017 0.983
5941357 1-Mar-16 $ 357,794.78 70.59 0.250 0.017 0.608
5941415 1-Apr-16 $ 897,221.73 66.67 0.250 0.017 0.483
5941571 1-May-16 $ 660,000.00 18.86 0.250 0.017 0.608
5941626 1-Apr-16 $ 420,739.43 50.24 0.250 0.017 0.858
5942590 1-Apr-16 $ 409,745.06 57.89 0.250 0.017 0.608
5943101 1-Mar-16 $ 546,519.42 63.95 0.250 0.017 0.233
5943755 1-Mar-16 $ 330,124.58 75.00 0.250 0.017 0.108
5943778 1-Mar-16 $ 349,796.42 77.02 0.250 0.017 0.358
5943787 1-Mar-16 $ 293,173.18 65.56 0.250 0.017 0.483
5943799 1-Mar-16 $ 311,082.70 44.71 0.250 0.017 0.608
5943814 1-Feb-16 $ 366,626.66 75.05 0.250 0.017 0.733
5944230 1-May-16 $ 350,000.00 66.04 0.250 0.017 0.358
5944928 1-May-16 $ 787,500.00 75.00 0.250 0.017 0.000
5945121 1-Apr-16 $ 498,456.53 46.95 0.250 0.017 0.483
5945929 1-May-16 $ 282,200.00 62.71 0.250 0.017 0.358
5946675 1-Apr-16 $ 279,652.86 75.00 0.250 0.017 0.733
5946827 1-Apr-16 $ 847,347.31 35.42 0.250 0.017 0.358
5948640 1-Dec-15 $ 344,874.86 51.85 0.250 0.017 1.233
5949161 1-May-16 $ 365,000.00 52.14 0.250 0.017 0.608
5949241 1-Sep-15 $ 323,905.73 90.00 06 0.250 0.017 1.358
5949952 1-Feb-16 $ 643,997.91 74.71 0.250 0.017 0.733
5949993 1-Mar-16 $ 429,353.75 80.00 0.250 0.017 0.608
5950306 1-May-16 $ 400,000.00 64.00 GD 3YR 0.250 0.017 0.108
5950413 1-Dec-15 $ 437,498.40 37.00 0.250 0.017 1.233
5950425 1-Jun-15 $ 325,502.95 80.00 0.250 0.017 1.608
5950436 1-Apr-16 $ 493,421.26 52.38 0.250 0.017 0.108
5950445 1-Feb-16 $ 445,985.72 58.06 0.250 0.017 0.983
5951093 1-Mar-16 $ 475,968.74 55.70 0.250 0.017 0.233
5951524 1-May-16 $ 318,750.00 74.56 0.250 0.017 0.483
5955037 1-Mar-16 $ 524,765.69 66.84 0.250 0.017 0.608
5955101 1-Mar-16 $ 496,835.85 66.67 0.250 0.017 0.233
5955165 1-Apr-16 $ 548,302.17 28.95 0.250 0.017 0.483
5955171 1-Apr-16 $ 303,360.63 71.60 0.250 0.017 0.483
5955286 1-Mar-16 $ 325,990.82 67.63 0.250 0.017 0.608
5955503 1-Mar-16 $ 305,417.63 70.00 0.250 0.017 0.608
5960300 1-May-16 $ 300,000.00 58.82 0.250 0.017 0.358
5960325 1-May-16 $ 475,000.00 61.69 0.250 0.017 0.483
5965733 1-May-16 $ 495,000.00 33.56 0.250 0.017 0.608
5969218 1-Mar-16 $ 461,031.77 80.00 0.250 0.017 0.108
5971004 1-Apr-16 $ 448,212.10 80.00 0.250 0.017 0.483
5972533 1-Mar-16 $ 645,751.47 50.00 0.250 0.017 0.000
5972551 1-Mar-16 $ 308,016.92 70.14 0.250 0.017 0.108
5972613 1-Mar-16 $ 307,907.69 65.26 0.250 0.017 0.000
5973296 1-Feb-16 $ 464,767.10 68.31 0.250 0.017 0.358
5974564 1-Apr-16 $ 398,738.03 66.12 0.250 0.017 0.233
5974910 1-Mar-16 $ 437,275.26 80.00 0.250 0.017 0.483
5976481 1-Mar-15 $ 316,009.11 80.00 0.250 0.017 1.608
5976971 1-Mar-16 $ 306,113.34 74.22 0.250 0.017 0.608
5977000 1-Mar-16 $ 641,005.79 68.25 0.250 0.017 0.483
5977083 1-Apr-16 $ 299,123.40 46.88 0.250 0.017 1.108
5978749 1-May-16 $ 417,000.00 79.43 0.250 0.017 0.733
5980142 1-Apr-16 $ 448,610.86 62.07 0.250 0.017 0.483
5981326 1-Apr-16 $ 461,555.07 74.08 0.250 0.017 0.358
5982125 1-Apr-16 $ 328,981.30 75.34 0.250 0.017 0.483
5982143 1-Mar-16 $ 584,358.77 70.84 0.250 0.017 0.483
5983685 1-Nov-15 $ 296,022.92 79.79 0.250 0.017 0.983
5983698 1-Apr-16 $ 398,778.65 59.00 0.250 0.017 0.608
5984602 1-Feb-15 $ 425,658.01 71.60 0.250 0.017 0.358
5984960 1-Feb-15 $ 318,026.56 51.60 0.250 0.017 0.608
5992595 1-May-16 $ 432,800.00 80.00 0.250 0.017 0.483
7648485 1-Mar-16 $ 993,533.66 68.97 0.250 0.017 0.000
7963620 1-Feb-16 $ 392,427.84 80.00 0.250 0.017 0.858
8045713 1-Mar-16 $ 556,569.69 76.94 0.250 0.017 0.608
8108426 1-Dec-15 $ 327,191.05 83.00 11 0.250 0.017 1.358
8119641 1-Mar-16 $ 347,736.79 35.54 0.250 0.017 0.000
8200581 1-Mar-16 $ 505,614.83 80.00 0.250 0.017 0.358
8235771 1-Mar-16 $ 288,124.76 75.01 0.250 0.017 0.000
8249303 1-Apr-16 $ 470,959.45 80.00 0.250 0.017 0.233
8265056 1-Mar-16 $ 485,895.52 61.20 0.250 0.017 0.233
8323688 1-Mar-16 $ 447,182.94 71.78 0.250 0.017 0.358
8381648 1-Apr-16 $ 502,357.41 79.92 0.250 0.017 0.000
8417564 1-Mar-16 $ 309,073.39 90.65 01 0.250 0.017 0.733
8426610 1-Mar-16 $ 453,145.37 60.49 0.250 0.017 0.358
8434224 1-Mar-16 $ 645,886.61 68.06 0.250 0.017 0.233
8449957 1-Mar-16 $ 496,609.83 35.84 0.250 0.017 0.233
8450672 1-Mar-16 $ 427,659.42 70.00 0.250 0.017 0.233
8455068 1-Mar-16 $ 437,245.53 80.00 0.250 0.017 0.358
8458088 1-Feb-16 $ 576,428.93 66.50 0.250 0.017 0.483
8463451 1-Mar-16 $ 536,619.51 69.68 0.250 0.017 0.358
8463725 1-Mar-16 $ 546,556.92 64.64 0.250 0.017 0.358
8465892 1-Mar-16 $ 791,030.57 79.58 0.250 0.017 0.858
8467588 1-Mar-16 $ 333,718.69 79.06 0.250 0.017 0.483
8468065 1-Mar-16 $ 611,150.01 79.35 0.250 0.017 0.358
8468166 1-Mar-16 $ 876,398.49 69.98 0.250 0.017 0.608
8473750 1-Mar-16 $ 404,506.89 77.89 0.250 0.017 0.608
8473872 1-Mar-16 $ 387,558.55 79.59 0.250 0.017 0.358
8474105 1-Mar-16 $ 993,670.71 54.23 0.250 0.017 0.233
8475076 1-Mar-16 $ 382,563.60 77.00 0.250 0.017 0.233
8475205 1-Apr-16 $ 626,901.86 70.28 0.250 0.017 0.108
8475937 1-Mar-16 $ 575,491.77 41.36 0.250 0.017 0.733
8476644 1-Mar-16 $ 361,721.30 70.00 0.250 0.017 0.358
8479590 1-Mar-16 $ 552,556.93 69.50 0.250 0.017 0.483
8480102 1-Mar-16 $ 436,480.23 80.00 0.250 0.017 0.483
8480158 1-Mar-16 $ 343,771.59 68.08 0.250 0.017 0.483
8482107 1-Apr-16 $ 333,440.90 49.70 0.250 0.017 0.483
8482520 1-Mar-16 $ 357,721.81 80.00 0.250 0.017 0.233
8482590 1-Mar-16 $ 546,292.61 50.00 0.250 0.017 0.483
8486304 1-Mar-16 $ 473,975.31 63.67 0.250 0.017 0.233
8489134 1-Apr-16 $ 445,579.67 68.23 0.250 0.017 0.983
8490209 1-Apr-16 $ 548,302.17 36.67 0.250 0.017 0.483
8491779 1-Mar-16 $ 397,495.95 72.73 0.250 0.017 0.358
8494186 1-Apr-16 $ 318,979.40 68.09 0.250 0.017 0.108
8494364 1-Mar-16 $ 518,624.57 56.43 0.250 0.017 0.000
8494545 1-Apr-16 $ 398,724.25 43.72 0.250 0.017 0.108
8495065 1-Mar-16 $ 384,603.48 77.40 0.250 0.017 0.483
8497146 1-Apr-16 $ 292,085.60 73.25 0.250 0.017 0.358
8498327 1-Mar-16 $ 341,823.07 80.00 0.250 0.017 0.233
8499069 1-Mar-16 $ 327,911.67 64.08 0.250 0.017 0.233
8505793 1-Apr-16 $ 297,681.88 42.71 0.250 0.017 0.000
8508033 1-Mar-16 $ 467,025.71 79.80 0.250 0.017 0.233
8509585 1-Apr-16 $ 366,377.87 75.00 0.250 0.017 0.608
8512708 1-Mar-16 $ 409,376.89 79.98 0.250 0.017 0.608
8513283 1-Apr-16 $ 647,993.47 61.90 0.250 0.017 0.483
8513881 1-Mar-16 $ 490,552.28 64.53 0.250 0.017 0.483
8514144 1-Mar-16 $ 645,885.24 68.78 0.250 0.017 0.233
8515156 1-Mar-16 $ 347,785.10 50.00 0.250 0.017 0.233
8515303 1-Mar-16 $ 457,028.63 80.00 0.250 0.017 0.233
8516859 1-Mar-16 $ 812,064.45 60.56 0.250 0.017 0.733
8518070 1-Mar-16 $ 421,999.09 78.48 0.250 0.017 0.608
8518572 1-Apr-16 $ 534,009.90 53.57 0.250 0.017 0.233
8518585 1-Mar-16 $ 643,943.41 76.69 0.250 0.017 0.358
8522578 1-Apr-16 $ 498,422.53 43.48 0.250 0.017 0.233
8523013 1-Apr-16 $ 349,306.47 79.10 0.250 0.017 0.358
8524013 1-Mar-16 $ 425,121.90 70.02 0.250 0.017 0.358
8524229 1-Mar-16 $ 755,190.48 22.35 0.250 0.017 0.233
8524687 1-Apr-16 $ 346,078.36 38.57 0.250 0.017 0.483
8524816 1-Apr-11 $ 353,914.76 70.63 0.250 0.017 0.000
8525534 1-Apr-16 $ 498,405.31 78.13 0.250 0.017 0.108
8526827 1-Mar-16 $ 393,773.04 79.56 0.250 0.017 0.608
8527602 1-Apr-16 $ 697,815.43 63.64 0.250 0.017 0.358
8527702 1-Apr-16 $ 606,123.12 80.00 0.250 0.017 0.483
8528053 1-Apr-16 $ 434,175.86 60.92 0.250 0.017 0.233
8528442 1-Apr-16 $ 448,564.79 57.69 0.250 0.017 0.108
8528517 1-Apr-16 $ 278,341.70 57.10 0.250 0.017 0.000
8528650 1-Apr-16 $ 504,373.14 69.32 0.250 0.017 0.483
8530239 1-Apr-16 $ 634,990.29 68.86 0.250 0.017 0.233
8530789 1-Mar-16 $ 412,373.75 55.33 0.250 0.017 0.233
8532488 1-Apr-16 $ 328,958.87 78.57 0.250 0.017 0.233
8532696 1-Apr-16 $ 512,709.55 42.16 0.250 0.017 0.108
8534329 1-Apr-16 $ 498,439.59 45.45 0.250 0.017 0.358
8535006 1-Apr-16 $ 309,043.05 74.70 0.250 0.017 0.483
8536061 1-Apr-16 $ 427,069.57 71.40 0.250 0.017 0.483
8539170 1-Apr-16 $ 398,738.02 50.00 0.250 0.017 0.233
8541743 1-Apr-16 $ 395,774.47 66.17 0.250 0.017 0.483
8543913 1-Apr-16 $ 341,454.21 70.62 0.250 0.017 0.608
8545319 1-Apr-16 $ 398,738.02 58.14 0.250 0.017 0.233
8547783 1-Apr-16 $ 508,390.98 63.35 0.250 0.017 0.233
8549084 1-Apr-16 $ 299,053.52 50.00 0.250 0.017 0.233
8551409 1-Apr-16 $ 500,914.64 56.46 0.250 0.017 0.233
8552160 1-Apr-16 $ 332,897.54 68.87 0.250 0.017 0.358
8558092 1-Apr-16 $ 418,660.46 62.69 0.250 0.017 0.108
8569297 1-Apr-16 $ 337,520.08 54.18 0.250 0.017 0.108
8583831 1-Apr-16 $ 303,071.76 80.00 0.250 0.017 0.608
8588443 1-Apr-16 $ 300,110.72 70.00 0.250 0.017 0.983
9061964 1-Mar-16 $ 993,940.86 33.33 0.250 0.017 0.733
9071507 1-Apr-16 $ 996,946.59 30.77 0.250 0.017 0.608
$ 133,893,504.61
EXHIBIT F-2
[Schedule of Type 2 Mortgage Loans in Group I]
WFMBS
(i) (ii) (iii) (iv) (v) (vi) (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
-------- -------------------------------------- -------- -------- -------- ---------- -------- ----------
8185713 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,437.86 360 1-Jul-30
8244098 XXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,991.98 360 1-Aug-30
COUNT: 2
WAC: 7.875
WAM: 350.5512079
WALTV: 77.24396059
WFMBS
(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
-------- ------------ ------ ------- --------- ------- ------- --------
8185713 $ 333,840.43 80.00 0.250 0.017 0.858
8244098 $ 410,023.86 75.00 0.250 0.017 0.858
$ 743,864.29
EXHIBIT F-3A
[Schedule of Other Servicer Mortgage Loans in Group I]
(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
-------- -------------------------------------- -------- -------- -------- ---------- -------- ----------
5854552 XXXXXXXXX XX 00000 SFD 8.500 6.750 $ 1,091.86 360 1-Nov-30
5855750 XXX XXXXXXXXX XX 00000 SFD 8.500 6.750 $ 2,878.81 360 1-Nov-30
5856378 XXXX XXXXX XX 00000 PUD 8.250 6.750 $ 5,288.92 360 1-Nov-30
5859020 XXXXXX XXXXX XX 00000 SFD 8.250 6.750 $ 6,310.64 360 1-Nov-30
5871415 XXXXXXXXX XX 00000 SFD 8.750 6.750 $ 424.82 360 1-Dec-30
5874828 XXXXXX XXXXXX XX 00000 SFD 8.250 6.750 $ 3,863.96 360 1-Oct-30
5875624 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,675.36 360 1-Nov-30
5876175 XXXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,630.31 360 1-Dec-30
5877546 XXXX XXXXX XX 00000 SFD 8.625 6.750 $ 2,061.54 360 1-Dec-30
5877609 XXXXXXX XX 00000 SFD 8.250 6.750 $ 2,568.59 360 1-Dec-30
5880050 XXXXXXX XX 00000 SFD 8.750 6.750 $ 2,787.00 360 1-Nov-30
5883983 ST XXXXXXX IL 60175 SFD 7.500 6.750 $ 2,349.36 360 1-Apr-31
5889198 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,368.57 360 1-Dec-30
5889317 SAG XXXXXX XX 00000 SFD 8.500 6.750 $ 2,214.48 360 1-Xxx-31
5889469 XXX XXXX XX 00000 SFD 8.375 6.750 $ 3,259.19 360 1-Xxx-31
5889592 XXXXXXX XXXXX XX 00000 SFD 8.375 6.750 $ 2,975.69 360 1-Dec-30
5889879 XXXXXXX XXXXX XX 00000 PUD 7.875 6.750 $ 5,634.52 360 1-Xxx-31
5889886 XXXX XX 00000 SFD 8.750 6.750 $ 3,807.63 360 1-Xxx-31
5891596 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,836.99 360 1-Xxx-31
5892634 XXXXXXX XX 00000 SFD 9.000 6.750 $ 2,234.03 360 1-Dec-30
5894194 XXXXXXXX XX 00000 SFD 8.250 6.750 $ 2,253.80 360 1-Dec-30
5895703 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 4,712.95 360 1-Xxx-31
5895850 XXXXXX XXXXXXX XX 00000 PUD 8.250 6.750 $ 6,348.21 360 1-Dec-30
5898734 LAKE XXXXXXXXX XX 00000 SFD 8.375 6.750 $ 6,384.61 360 1-Dec-30
5898752 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,255.74 360 1-Xxx-31
5898783 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 5,358.41 360 1-Dec-30
5899293 XXXXXXX XX 00000 MF2 8.250 6.750 $ 3,756.33 360 1-Dec-30
5899888 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 5,634.51 360 1-Xxx-31
5902621 XXXXXX XX 00000 SFD 8.375 6.750 $ 3,344.32 360 1-Xxx-31
5903698 XXXXXXXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $ 5,662.35 360 1-Feb-31
5903933 XXXXXXXXX XX 00000 PUD 7.500 6.750 $ 2,908.73 360 1-Dec-30
5904408 XXXXXX XX 00000 SFD 8.500 6.750 $ 2,663.52 360 1-Xxx-31
5904688 XXXXXXX XXXX XX 00000 SFD 8.250 6.750 $ 2,270.70 360 1-Xxx-31
5904805 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,288.94 360 1-Xxx-31
5904814 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,211.46 360 1-Xxx-31
5905010 XXX XXXXX XX 00000 SFD 8.125 6.750 $ 3,712.49 360 1-Xxx-31
5905037 XXX XXXX XX 00000 SFD 8.250 6.750 $ 2,394.66 360 1-Xxx-31
5905348 XXXXXXX XX 00000 SFD 8.125 6.750 $ 2,041.87 360 1-Dec-30
5905438 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,088.79 360 1-Dec-30
5906082 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,094.22 360 1-Xxx-31
5906565 XXXXX XX 00000 PUD 8.125 6.750 $ 2,221.92 360 1-Dec-30
5906767 XXXXXXX XXXXX XX 00000 SFD 8.500 6.750 $ 2,575.86 360 1-Dec-30
5907063 COLTS NECK NJ 07722 SFD 8.500 6.750 $ 5,174.79 360 1-Dec-30
5907361 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $ 4,324.47 360 1-Mar-31
5907518 XXX XXXXX XX 00000 SFD 8.875 6.750 $ 5,612.28 360 1-Oct-30
5907607 SEA ISLE NJ 08423 HCO 8.250 6.750 $ 4,778.06 360 1-Dec-30
5908575 XXXXXXXXX XX 00000 SFD 8.250 6.750 $ 4,687.91 360 1-Xxx-31
5909679 FISHERS IN 46038 SFD 8.750 6.750 $ 3,110.08 360 1-Dec-30
5909698 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,567.74 360 1-Nov-30
5909727 MATINECOCK NY 11560 SFD 7.500 6.750 $ 5,768.52 360 1-Xxx-31
5911390 XXXXXX XX 00000 SFD 8.250 6.750 $ 2,390.91 360 1-Dec-30
5913345 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,320.67 360 1-Apr-31
5914572 XXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 2,142.08 360 1-Xxx-31
5914641 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 7,424.98 360 1-Xxx-31
5914658 XXXXXXXXXX XXXXX XX 00000 SFD 8.000 6.750 $ 2,729.61 360 1-Xxx-31
5914992 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,434.79 360 1-Apr-31
5915051 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,681.14 360 1-Apr-31
5915810 XXXXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,173.71 360 1-Xxx-31
5915995 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,005.96 360 1-Xxx-31
5916021 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,963.09 360 1-Xxx-31
5916024 XXXX XX 00000 SFD 7.500 6.750 $ 2,194.02 360 1-Mar-31
5916063 XXXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,486.84 360 1-Xxx-31
5916274 XXXXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,396.21 360 1-Xxx-31
5916352 XXXXXXX XX 00000 SFD 8.125 6.750 $ 4,454.99 360 1-Xxx-31
5916387 XXXXXX XX 00000 SFD 8.250 6.750 $ 2,606.90 360 1-Xxx-31
5919175 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,036.44 360 1-Mar-31
5920405 XXX XXXX XX 00000 HCO 8.000 6.750 $ 2,054.55 360 1-Feb-31
5921249 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $ 2,496.20 360 1-Apr-31
5923010 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,057.67 360 1-Mar-31
5934968 XXXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,568.18 360 1-Mar-31
5938038 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,375.92 360 1-Xxx-31
5938239 XXX XXXXX XX 00000 HCO 8.000 6.750 $ 657.45 360 1-Mar-31
5940336 XXXXXX XX 00000 SFD 8.500 6.750 $ 1,537.83 360 1-Mar-31
5940501 XXXXX XXXX XX 00000 SFD 7.250 6.750 $ 3,028.86 360 1-Mar-31
5942486 XXX XXXXX XX 00000 SFD 7.250 6.750 $ 2,836.08 360 1-Mar-31
5942517 XXXXX XX 00000 SFD 7.875 6.750 $ 3,253.39 360 1-Mar-31
5942529 XXXXXXXXX XXXXX XXXX XX 00000 SFD 7.750 6.750 $ 3,084.87 360 1-Mar-31
5942773 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,293.42 360 1-Mar-31
5942805 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,789.17 360 1-Mar-31
5942828 XXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,465.24 360 1-Mar-31
5942843 XXX XXXX XX 00000 SFD 7.500 6.750 $ 2,307.41 360 1-Mar-31
5942864 XXXXXXXXXX XX 00000 LCO 7.875 6.750 $ 2,943.78 360 1-Mar-31
5942927 PISMO XXXXX XX 00000 SFD 7.375 6.750 $ 2,956.09 360 1-Mar-31
5942976 XXX XXXX XX 00000 SFD 7.875 6.750 $ 2,922.03 360 1-Mar-31
5943034 XXXXXX XX 00000 SFD 7.375 6.750 $ 3,166.05 360 1-Mar-31
5943127 XXXXXXX XXXXX XX 00000 LCO 7.625 6.750 $ 2,448.97 360 1-Mar-31
5943143 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 3,239.57 360 1-Mar-31
5943175 XXXXX XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,314.40 360 1-Mar-31
5943184 NORTH XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,455.83 360 1-Mar-31
5943192 XXXXXXX XX 00000 SFD 8.375 6.750 $ 2,790.99 360 1-Xxx-31
5943204 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,868.51 360 1-Mar-31
5943213 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,865.15 360 1-Mar-31
5943226 XXXXXXX XX 00000 SFD 8.000 6.750 $ 3,378.99 360 1-Mar-31
5943253 XXXXXX XX 00000 SFD 7.750 6.750 $ 2,256.70 360 1-Mar-31
5943264 XXXXXXX XX 00000 SFD 8.500 6.750 $ 2,399.01 360 1-Mar-31
5943492 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 4,083.27 360 1-Mar-31
5943514 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,447.25 360 1-Mar-31
5943850 XXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,170.73 360 1-Mar-31
5943864 XXXXX XXXX XX 00000 SFD 7.625 6.750 $ 2,717.93 360 1-Xxx-31
5943910 XXXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,672.99 360 1-Feb-31
5943929 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 1,150.87 360 1-Mar-31
5944103 XXXXXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,307.41 360 1-Mar-31
5944163 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,629.85 360 1-Mar-31
5944187 XXXXXXX XX 00000 SFD 8.250 6.750 $ 4,131.97 360 1-Dec-30
5944218 XXXXXXXX XX 00000 PUD 8.375 6.750 $ 2,261.22 360 1-Mar-31
5944321 XXXXX XX 00000 SFD 7.250 6.750 $ 2,281.20 360 1-Apr-31
5944519 XXX XXXXX XX 00000 SFD 8.000 6.750 $ 4,035.71 360 1-Feb-31
5945105 XXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 3,099.67 360 1-Feb-31
5946496 XXXXX XX 00000 SFD 7.500 6.750 $ 3,159.40 360 1-Mar-31
5947112 XXXXXXX XX 00000 SFD 8.000 6.750 $ 2,935.06 360 1-Feb-31
5947860 XXXXXX XX 00000 HCO 8.000 6.750 $ 3,228.57 360 1-Dec-30
5948553 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,216.39 360 1-Mar-31
5948646 XXXXX XX 00000 SFD 8.000 6.750 $ 1,320.78 360 1-Mar-31
5949782 XXXXXXX XX 00000 SFD 8.375 6.750 $ 3,800.37 360 1-Feb-31
5949798 XXXXXX XX 00000 SFD 8.625 6.750 $ 1,361.13 360 1-Mar-31
5949808 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 3,291.24 360 1-Mar-31
5949822 XXXXXXXXX XX 00000 SFD 8.500 6.750 $ 1,138.00 360 1-Feb-31
5949846 XXXXXX XX 00000 SFD 7.875 6.750 $ 2,746.20 360 1-Mar-31
5949867 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,352.34 360 1-Feb-31
5949899 XXXXXX XX 00000 SFD 8.250 6.750 $ 2,328.93 360 1-Xxx-31
5949930 XXXXXXX XX 00000 SFD 7.375 6.750 $ 3,071.43 360 1-Mar-31
5949947 XXXXXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,427.67 360 1-Xxx-31
5949970 XXXXXX XX 00000 SFD 7.375 6.750 $ 1,174.15 360 1-Mar-31
5950163 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 934.29 360 1-Mar-31
5951528 XXXXX XX 00000 SFD 8.625 6.750 $ 2,216.70 360 1-Mar-31
5951592 CREVE XXXXX XX 00000 SFD 7.625 6.750 $ 2,399.43 360 1-Mar-31
5951596 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,718.55 360 1-Mar-31
5952150 XXX XXXXX XX 00000 SFD 7.750 6.750 $ 3,832.81 360 1-Mar-31
5952178 XXXXXXX XX 00000 SFD 7.625 6.750 $ 4,529.89 360 1-Mar-31
5952199 XXX XXXX XX 00000 SFD 7.375 6.750 $ 2,259.89 360 1-Feb-31
5952217 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 1,810.01 360 1-Feb-31
5952223 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,018.11 360 1-Feb-31
5952233 XXXX XXXX XX 00000 SFD 8.000 6.750 $ 2,179.29 360 1-Feb-31
5952278 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,175.21 360 1-Mar-31
5952293 XXXXXXXXXX XXXX XX 00000 SFD 7.125 6.750 $ 3,611.14 360 1-Mar-31
5952334 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,359.85 360 1-Mar-31
5952363 XXXXXXX XX 00000 SFD 7.750 6.750 $ 2,378.49 360 1-Mar-31
5952370 XXXXXXXXXXXX XX 00000 LCO 7.375 6.750 $ 3,038.98 360 1-Mar-31
5952388 XXXXXXX XX 00000 SFD 8.125 6.750 $ 3,754.07 360 1-Mar-31
5952620 XXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,761.17 360 1-Xxx-31
5952658 XXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,550.43 360 1-Mar-31
5952680 XXXX XXXXXXX XX 00000 SFD 7.375 6.750 $ 4,144.06 360 1-Feb-31
5952743 LEANDER TX 78641 SFD 7.750 6.750 $ 1,665.66 360 1-Feb-31
5952755 XXXXXXX XX 00000 SFD 7.750 6.750 $ 4,649.52 360 1-Feb-31
5952828 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 1,949.09 360 1-Mar-31
5953717 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,633.00 360 1-Mar-31
5953739 XXXXXXX XX 00000 SFD 7.625 6.750 $ 2,787.30 360 1-Mar-31
5953747 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $ 3,263.54 360 1-Mar-31
5953762 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,821.33 360 1-Mar-31
5953774 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,385.73 360 1-Mar-31
5953792 XXXXXXXX XXX XX 00000 SFD 7.375 6.750 $ 3,916.13 360 1-Feb-31
5953803 XXXXX XX 00000 SFD 7.625 6.750 $ 2,250.79 360 1-Mar-31
5953808 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,307.41 360 1-Mar-31
5953822 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,793.90 360 1-Mar-31
5953846 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,583.32 357 1-Dec-30
5953911 XXX XXXXX XX 00000 SFD 7.625 6.750 $ 2,583.45 360 1-Mar-31
5953931 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,309.51 360 1-Mar-31
5953940 XXXXXXXXX XX 00000 SFD 7.750 6.750 $ 2,937.30 360 1-Mar-31
5953946 XXXXXXXXX XXXX XX 00000 SFD 7.000 6.733 $ 2,874.11 360 1-Mar-31
5953959 ST LOUIS MO 63141 SFD 8.125 6.750 $ 4,499.54 360 1-Feb-31
5954008 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,897.20 360 1-Mar-31
5954023 TRACY CA 95377 SFD 7.250 6.750 $ 2,087.46 360 1-Mar-31
5954040 XXXXXXXXXX XX 00000 SFD 8.500 6.750 $ 4,882.61 360 1-Mar-31
5954059 XXXXXXXX XX 00000 SFD 8.000 6.750 $ 2,542.49 360 1-Mar-31
5954090 XXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 3,053.15 360 1-Feb-31
5954113 XXXXXXXXX XX 00000 LCO 7.875 6.750 $ 1,087.61 360 1-Mar-31
5954134 PROSPECT KY 40059 SFD 7.625 6.750 $ 3,536.49 360 1-Feb-31
5954143 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,006.75 360 1-Mar-31
5954198 XXXXXXXXXX XX 00000 SFD 8.500 6.750 $ 4,997.94 360 1-Feb-31
5954245 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,321.27 360 1-Mar-31
5954259 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $ 3,582.07 360 1-Mar-31
5954285 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $ 1,939.42 360 1-Mar-31
5954286 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,515.44 360 1-Mar-31
5954305 XXXXXXXX XXXXXXX XX 00000 SFD 6.875 6.608 $ 2,286.12 360 1-Mar-31
5954306 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,993.97 360 1-Mar-31
5954313 TRACY CA 95376 SFD 7.500 6.750 $ 2,625.56 360 1-Mar-31
5954314 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,766.80 360 1-Mar-31
5954323 MONETA VA 24121 SFD 7.500 6.750 $ 4,335.14 360 1-Mar-31
5954326 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $ 4,115.83 360 1-Mar-31
5954351 XXXXXXXX XXXX XX 00000 SFD 8.750 6.750 $ 3,996.44 360 1-Mar-31
5954358 XXXXXXXXX XX 00000 SFD 7.375 6.750 $ 3,626.04 360 1-Mar-31
5954369 XXXXXX XX 00000 SFD 7.750 6.750 $ 1,654.92 360 1-Feb-31
5954432 XXXXXX XXXX XX 00000 SFD 7.500 6.750 $ 2,342.37 360 1-Mar-31
5954443 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,589.89 360 1-Feb-31
5954446 XXXXXXXX XXXX XX 00000 SFD 8.375 6.750 $ 2,850.28 360 1-Feb-31
5954453 XXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $ 4,600.66 360 1-Feb-31
5954459 XXXXX XX 00000 SFD 7.625 6.750 $ 3,715.92 360 1-Mar-31
5954464 XXXXXXXXX XX 00000 PUD 8.500 6.750 $ 3,537.01 360 1-Feb-31
5954479 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $ 3,342.67 360 1-Mar-31
5954493 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 4,391.07 360 1-Mar-31
5954736 XXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 377.58 360 1-Mar-31
5954747 XXXXXXXX XX 00000 SFD 7.375 6.750 $ 2,762.71 360 1-Mar-31
5954753 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,796.86 360 1-Mar-31
5954762 XXXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,303.73 360 1-Mar-31
5954766 XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,629.05 360 1-Mar-31
5954772 XXXX XX XXXXX XX 00000 SFD 7.125 6.750 $ 3,166.48 360 1-Mar-31
5954782 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,782.88 360 1-Mar-31
5954801 XXXXXXX XX 00000 SFD 7.375 6.750 $ 2,141.10 360 1-Mar-31
5954804 XXXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $ 2,768.89 360 1-Mar-31
5954808 XXXXXX XXX XX 00000 SFD 7.500 6.750 $ 2,209.52 360 1-Mar-31
5954812 XXXXXX XX 00000 SFD 8.375 6.750 $ 1,317.59 360 1-Mar-31
5954815 XXXXXX XX 00000 SFD 7.500 6.750 $ 2,181.55 360 1-Mar-31
5954818 XXXXXXXX XX 00000 SFD 7.625 6.750 $ 2,298.92 360 1-Feb-31
5954825 XXXXXXX XX 00000 SFD 8.250 6.750 $ 2,466.53 353 1-Jul-30
5954852 COLUMBIA MD 21044 SFD 7.500 6.750 $ 2,202.53 360 1-Mar-31
5954859 XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,273.50 360 1-Mar-31
5954892 XXXXXXX XX 00000 SFD 7.750 6.750 $ 3,131.80 360 1-Mar-31
5954903 XXX XXXXX XX 00000 SFD 7.375 6.750 $ 2,445.96 360 1-Mar-31
5954918 XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,472.49 360 1-Mar-31
5954973 PROSPECT KY 40059 SFD 7.625 6.750 $ 2,795.43 360 1-Feb-31
5955114 XXXX XX 00000 PUD 7.625 6.750 $ 2,477.28 360 1-Mar-31
5955126 NEW XXXXXX XX 00000 PUD 7.375 6.750 $ 2,394.58 360 1-Mar-31
5955135 XXXXXXXXXXXX XX 00000 SFD 8.250 6.750 $ 1,753.46 360 1-Mar-31
5955210 XXX XXXX XXXXXX XX 00000 SFD 7.875 6.750 $ 3,083.72 360 1-Mar-31
5955225 XXXXXXXXXXX XX 00000 SFD 8.125 6.750 $ 2,103.87 360 1-Dec-30
5955262 XXXXX XXXXXXXXX XX 00000 SFD 8.250 6.750 $ 3,485.88 360 1-Mar-31
5955290 NORTH XXXXXXX XX 00000 SFD 7.875 6.750 $ 2,247.72 360 1-Mar-31
5955313 XXXXXXX XX 00000 SFD 8.250 6.750 $ 2,968.25 360 1-Mar-31
5958476 XXXXXXX XX 00000 SFD 7.250 6.750 $ 2,455.83 360 1-Mar-31
5958488 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $ 2,447.25 360 1-Mar-31
5958491 YORBA LINDA CA 92887 SFD 8.125 6.750 $ 3,638.24 360 1-Xxx-31
5958506 XXXXXXXXX XX 00000 SFD 7.875 6.750 $ 2,755.26 360 1-Feb-31
5958512 XXXXXX XX 00000 SFD 8.375 6.750 $ 4,241.20 360 1-Xxx-31
5958523 XXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,146.47 360 1-Mar-31
5958534 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $ 2,893.03 360 1-Mar-31
5958536 XXX XXXXXXXXX XX 00000 SFD 7.500 6.750 $ 3,006.62 360 1-Feb-31
5958546 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $ 3,538.97 360 1-Mar-31
5958547 XXXXXXX XX 00000 SFD 8.125 6.750 $ 4,083.73 360 1-Xxx-31
5958554 KENSINGTON CA 94707 SFD 7.875 6.750 $ 2,769.77 360 1-Feb-31
5958559 LOS GATOS CA 95030 SFD 8.375 6.750 $ 2,280.22 360 1-Jan-31
5958567 LAGUNA NIGUEL CA 92677 SFD 7.625 6.750 $ 2,300.33 360 1-Mar-31
5958577 SAN JOSE CA 95138 SFD 7.625 6.750 $ 4,600.66 360 1-Feb-31
5958589 FREMONT CA 94539 SFD 8.250 6.750 $ 3,005.07 360 1-Jan-31
5958595 PLEASANTON CA 94566 SFD 7.500 6.750 $ 2,747.91 360 1-Feb-31
5958612 FAIRFAX STATION VA 22039 SFD 7.750 6.750 $ 2,063.27 360 1-Feb-31
5958619 NEWPORT BEACH CA 92663 SFD 8.125 6.750 $ 2,413.12 360 1-Jan-31
5958636 TIBURON CA 94920 SFD 8.000 6.750 $ 2,201.29 360 1-Mar-31
5958645 SAN FRANCISCO CA 94127 SFD 7.500 6.750 $ 4,544.89 360 1-Feb-31
5958659 SAN FRANCISCO CA 94127 SFD 7.625 6.750 $ 2,590.53 360 1-Feb-31
5958661 LAFAYETTE CA 94549 SFD 8.125 6.750 $ 3,051.66 360 1-Jan-31
5958859 MAMARONECK NY 10543 SFD 7.750 6.750 $ 3,223.86 360 1-Feb-31
5958884 RYE NY 10580 SFD 7.625 6.750 $ 4,246.76 360 1-Mar-31
5958917 MANHASSET NY 11030 SFD 7.000 6.733 $ 2,661.21 360 1-Mar-31
5959017 GREAT NECK NY 11020 SFD 7.750 6.750 $ 4,656.68 360 1-Feb-31
5959043 NEWARK CA 94560 SFD 7.625 6.750 $ 2,229.55 360 1-Mar-31
5959064 PALO ALTO CA 94306 SFD 8.375 6.750 $ 3,800.36 360 1-Dec-30
5959066 NEW ROCHELLE NY 10804 SFD 7.375 6.750 $ 2,365.91 360 1-Mar-31
5959078 LAWRENCE NY 11559 SFD 6.875 6.608 $ 3,054.72 360 1-Mar-31
5959097 MORGAN HILL CA 95037 SFD 7.500 6.750 $ 3,335.25 360 1-Feb-31
5959179 NEW HEMPSTEAD NY 10977 SFD 6.625 6.358 $ 3,201.55 360 1-Mar-31
5959189 SAN CARLOS CA 94070 SFD 7.500 6.750 $ 2,587.09 360 1-Mar-31
5959198 LAGUNA HILLS CA 92653 SFD 7.875 6.750 $ 2,523.24 360 1-Mar-31
5959232 ROCKVILLE CENTRE NY 11750 SFD 7.500 6.750 $ 4,544.89 360 1-Mar-31
5959262 LAFAYETTE CA 94549 SFD 8.125 6.750 $ 2,969.99 360 1-Jan-31
5959298 PLEASANTON CA 94566 SFD 7.875 6.750 $ 2,936.53 360 1-Mar-31
5959879 ENCINITAS CA 92024 SFD 7.750 6.750 $ 2,599.14 360 1-Jan-31
5959892 SAN JOSE CA 95136 SFD 7.750 6.750 $ 2,246.67 360 1-Jan-31
5959896 SAN JOSE CA 95127 SFD 7.500 6.750 $ 3,326.72 360 1-Feb-31
5959905 UKIAH CA 95482 SFD 7.750 6.750 $ 3,725.34 360 1-Jan-31
5959909 MORAGA CA 94556 SFD 7.625 6.750 $ 2,802.86 360 1-Feb-31
5959917 SAN FRANCISCO CA 94112 SFD 7.625 6.750 $ 2,388.80 360 1-Feb-31
5959921 SUNNYVALE CA 90486 SFD 7.625 6.750 $ 2,972.73 360 1-Jan-31
5960084 GARDEN CITY NY 11530 SFD 7.125 6.750 $ 2,021.16 360 1-Mar-31
5960123 FORT LEE NJ 07024 MF2 7.625 6.750 $ 3,892.87 360 1-Jan-31
5960143 WHITESTONE NY 11357 MF2 8.125 6.750 $ 2,969.99 360 1-Jan-31
5960161 EL DORADO HILLS CA 95762 SFD 7.625 6.750 $ 2,769.46 360 1-Feb-31
5960168 SAN RAMON CA 94583 SFD 7.875 6.750 $ 3,552.84 360 1-Jan-31
5960200 MANHATTAN BEACH CA 90266 SFD 7.625 6.750 $ 4,374.17 360 1-Feb-31
5960220 SUNNYVALE CA 95050 SFD 7.500 6.750 $ 2,321.39 360 1-Jan-31
5960241 WALNUT CREEK CA 94596 SFD 7.875 6.750 $ 4,343.17 360 1-Feb-31
5960252 SAN JOSE CA 95118 SFD 7.750 6.750 $ 2,808.34 360 1-Jan-31
5960262 SANTA CLARA CA 95050 SFD 7.750 6.750 $ 2,836.99 360 1-Jan-31
5960270 OAKLAND CA 94618 SFD 8.000 6.750 $ 2,935.06 360 1-Jan-31
5960287 TRACY CA 95376 SFD 7.875 6.750 $ 2,175.21 360 1-Jan-31
5960316 SAN FRANCISCO CA 94122 SFD 8.375 6.750 $ 3,356.48 360 1-Oct-30
5960324 SAN JOSE CA 95127 SFD 7.500 6.750 $ 3,081.79 360 1-Feb-31
5960336 GREAT FALLS VA 22066 SFD 7.625 6.750 $ 3,567.28 360 1-Mar-31
5960374 GARDEN CITY NY 11530 SFD 7.750 6.750 $ 3,188.03 360 1-Feb-31
5960396 GREAT NECK NY 11023 SFD 7.500 6.750 $ 2,517.17 360 1-Mar-31
5960423 UP MONTCLAIR NJ 07043 SFD 7.500 6.750 $ 2,120.02 360 1-Mar-31
5960613 WILMINGTON NC 28405 SFD 7.875 6.750 $ 3,081.54 360 1-Jan-31
5960669 BROOKLYN NY 11209 SFD 7.375 6.750 $ 2,969.90 360 1-Feb-31
5960719 HARSENS ISLAND MI 48028 SFD 7.625 6.750 $ 2,158.77 360 1-Mar-31
5960751 ST CHARLES IL 60174 SFD 7.750 6.750 $ 2,806.90 360 1-Mar-31
5960767 BOCA RATON FL 33433 SFD 7.750 6.750 $ 2,407.15 360 1-Feb-31
5960793 RIVERSIDE CA 92503 SFD 7.750 6.750 $ 2,132.41 360 1-Feb-31
5960799 ANAHEIM CA 92808 SFD 7.500 6.750 $ 3,445.73 360 1-Jan-31
5960805 PHILADELPHIA PA 19103 SFD 7.750 6.750 $ 3,940.27 360 1-Mar-31
5960811 FOSTER CITY CA 94404 SFD 7.875 6.750 $ 4,495.43 360 1-Feb-31
5960821 CHICAGO IL 60646 PUD 8.375 6.750 $ 2,233.10 360 1-Feb-31
5960831 NEWPORT BEACH CA 92663 SFD 7.500 6.750 $ 3,663.88 360 1-Feb-31
5960842 HONEY BROOK PA 19344 SFD 7.750 6.750 $ 3,223.85 360 1-Mar-31
5960852 ORADELL NJ 07649 SFD 7.625 6.750 $ 2,477.28 360 1-Mar-31
5960858 MORGAN HILL CA 95037 SFD 8.250 6.750 $ 2,178.67 360 1-Mar-31
5960869 WESTBURY NY 11590 SFD 7.875 6.750 $ 2,066.45 360 1-Feb-31
5960871 BOSTON MA 02108 HCO 7.500 6.750 $ 2,677.99 360 1-Mar-31
5960877 IRVINE CA 92612 SFD 7.875 6.750 $ 2,314.43 360 1-Feb-31
5960928 CONGERS NY 10920 SFD 7.875 6.750 $ 2,486.03 240 1-Feb-21
5961122 HOLMDEL NJ 07733 SFD 7.625 6.750 $ 3,496.50 360 1-Feb-31
5961130 PISMO BEACH CA 93449 SFD 7.750 6.750 $ 2,836.99 360 1-Feb-31
5961134 RANCHO PALOS VERDES CA 90275 SFD 7.750 6.750 $ 3,080.57 360 1-Feb-31
5961138 QUOGUE NY 11959 SFD 7.500 6.750 $ 3,034.59 360 1-Mar-31
5961142 DALY CITY CA 94015 SFD 7.625 6.750 $ 2,484.36 360 1-Mar-31
5961145 OAKLAND CA 94618 SFD 7.625 6.750 $ 3,892.87 360 1-Mar-31
5961148 SAN JOSE CA 95120 SFD 7.750 6.750 $ 2,464.46 360 1-Feb-31
5961163 WALNUT CA 91789 SFD 7.500 6.750 $ 2,167.56 360 1-Feb-31
5961169 ARCADIA CA 91006 SFD 7.750 6.750 $ 3,381.47 360 1-Feb-31
5961511 ELLENTON FL 34222 SFD 7.625 6.750 $ 2,901.95 360 1-Mar-31
5961569 GAMBRILLS MD 21054 SFD 7.125 6.750 $ 2,344.54 360 1-Mar-31
5961638 VIRGINIA BEACH VA 23454 SFD 7.125 6.750 $ 3,082.26 360 1-Mar-31
5962248 CUDJOE KEY FL 33042 SFD 8.250 6.750 $ 2,478.43 360 1-Jan-31
5962382 SPRINGFIELD MO 65810 SFD 7.750 6.750 $ 2,309.71 360 1-Mar-31
5962406 MEQUON WI 53092 SFD 7.875 6.750 $ 3,081.54 360 1-Mar-31
5962438 ORLANDO FL 32804 SFD 7.750 6.750 $ 2,463.03 360 1-Feb-31
5962928 NEWARK DE 19711 SFD 7.750 6.750 $ 2,686.55 360 1-Mar-31
5963896 NEW PROVIDENCE NJ 07974 SFD 7.625 6.750 $ 2,095.07 360 1-Mar-31
5965946 ISLE OF PALMS SC 29451 SFD 7.625 6.750 $ 2,477.28 360 1-Mar-31
COUNT: 317
WAC: 7.794888767
WAM: 356.7024418
WALTV: 71.78301128
Schedule of Other Servicer Mortgage Loans in Group I (Cont'd)
(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
-------- --------------- ------ ------- --------- ------- ------- --------
5854552 $ 141,474.46 66.82 0.250 0.017 1.483
5855750 $ 373,014.82 80.00 0.250 0.017 1.483
5856378 $ 701,259.76 80.00 0.250 0.017 1.233
5859020 $ 836,730.42 70.00 0.250 0.017 1.233
5871415 $ 51,014.92 72.97 0.250 0.017 1.733
5874828 $ 511,982.33 77.93 0.250 0.017 1.233
5875624 $ 493,024.02 75.00 0.250 0.017 1.108
5876175 $ 481,662.97 85.00 12 0.250 0.017 1.233
5877546 $ 264,256.21 95.00 33 0.250 0.017 1.608
5877609 $ 340,794.75 90.00 12 0.250 0.017 1.233
5880050 $ 353,018.53 77.01 0.250 0.017 1.733
5883983 $ 335,750.64 80.00 0.250 0.017 0.483
5889198 $ 317,942.41 50.63 0.250 0.017 1.108
5889317 $ 287,294.63 80.00 0.250 0.017 1.483
5889469 $ 427,722.70 80.00 0.250 0.017 1.358
5889592 $ 390,266.14 90.00 06 0.250 0.017 1.358
5889879 $ 773,463.27 70.00 0.250 0.017 0.858
5889886 $ 482,873.89 80.00 0.250 0.017 1.733
5891596 $ 394,871.16 80.00 0.250 0.017 0.733
5892634 $ 276,880.27 90.00 06 0.250 0.017 1.983
5894194 $ 299,030.25 40.61 0.250 0.017 1.233
5895703 $ 647,954.25 66.33 0.250 0.017 0.858
5895850 $ 842,268.58 65.00 0.250 0.017 1.233
5898734 $ 837,352.76 60.00 0.250 0.017 1.358
5898752 $ 317,768.50 90.00 11 0.250 0.017 0.608
5898783 $ 710,944.44 59.19 0.250 0.017 1.233
5899293 $ 498,194.67 75.19 0.250 0.017 1.233
5899888 $ 748,067.14 40.54 0.250 0.017 1.233
5902621 $ 438,724.97 80.00 0.250 0.017 1.358
5903698 $ 798,251.88 78.05 0.250 0.017 0.608
5903933 $ 414,436.94 79.97 0.250 0.017 0.483
5904408 $ 345,040.93 80.00 0.250 0.017 1.483
5904688 $ 301,471.09 75.00 0.250 0.017 1.233
5904805 $ 318,589.22 90.00 11 0.250 0.017 0.733
5904814 $ 304,152.11 70.93 0.250 0.017 0.858
5905010 $ 498,678.36 74.07 0.250 0.017 1.108
5905037 $ 317,928.57 75.00 0.250 0.017 1.233
5905348 $ 274,025.78 79.02 0.250 0.017 1.108
5905438 $ 414,620.83 80.00 0.250 0.017 1.108
5906082 $ 446,623.83 80.00 0.250 0.017 0.358
5906565 $ 297,863.74 95.00 12 0.250 0.017 1.108
5906767 $ 333,970.81 91.78 06 0.250 0.017 1.483
5907063 $ 670,932.39 80.00 0.250 0.017 1.483
5907361 $ 648,926.29 56.52 0.250 0.017 0.000
5907518 $ 694,588.95 70.00 0.250 0.017 1.858
5907607 $ 633,944.12 80.00 0.250 0.017 1.233
5908575 $ 622,391.87 80.00 0.250 0.017 1.233
5909679 $ 394,178.04 80.00 0.250 0.017 1.733
5909698 $ 495,674.85 80.00 0.250 0.017 0.733
5909727 $ 822,527.86 67.35 0.250 0.017 0.483
5911390 $ 317,221.24 79.99 0.250 0.017 1.233
5913345 $ 335,744.33 73.04 0.250 0.017 0.358
5914572 $ 298,147.64 78.78 0.250 0.017 0.733
5914641 $ 997,356.71 68.97 0.250 0.017 1.108
5914658 $ 370,991.53 80.00 0.250 0.017 0.983
5914992 $ 343,747.97 80.00 0.250 0.017 0.608
5915051 $ 383,165.42 57.45 0.250 0.017 0.483
5915810 $ 441,737.15 79.99 0.250 0.017 0.733
5915995 $ 279,201.80 80.00 0.250 0.017 0.733
5916021 $ 412,420.94 80.00 0.250 0.017 0.733
5916024 $ 312,909.01 90.00 06 0.250 0.017 0.483
5916063 $ 350,323.05 80.00 0.250 0.017 0.608
5916274 $ 341,673.10 79.98 0.250 0.017 0.483
5916352 $ 598,229.64 63.83 0.250 0.017 1.108
5916387 $ 346,105.73 79.95 0.250 0.017 1.233
5919175 $ 428,377.02 66.00 0.250 0.017 0.608
5920405 $ 279,432.58 70.00 0.250 0.017 0.983
5921249 $ 356,735.05 59.50 0.250 0.017 0.483
5923010 $ 431,372.67 80.00 0.250 0.017 0.608
5934968 $ 349,528.74 53.85 0.250 0.017 0.983
5938038 $ 342,943.30 80.00 0.250 0.017 0.358
5938239 $ 89,479.36 80.00 0.250 0.017 0.983
5940336 $ 199,551.84 52.63 0.250 0.017 1.483
5940501 $ 443,305.19 80.00 0.250 0.017 0.233
5942486 $ 415,089.40 80.00 0.250 0.017 0.233
5942517 $ 448,080.38 70.00 0.250 0.017 0.858
5942529 $ 429,990.22 79.99 0.250 0.017 0.733
5942773 $ 327,511.64 80.00 0.250 0.017 0.483
5942805 $ 398,306.06 73.46 0.250 0.017 0.483
5942828 $ 339,530.48 80.00 0.250 0.017 0.858
5942843 $ 329,508.65 72.53 0.250 0.017 0.483
5942864 $ 405,439.36 70.00 0.250 0.017 0.858
5942927 $ 427,346.66 79.85 0.250 0.017 0.358
5942976 $ 402,443.50 72.61 0.250 0.017 0.858
5943034 $ 457,700.26 80.00 0.250 0.017 0.358
5943127 $ 345,497.55 89.89 06 0.250 0.017 0.608
5943143 $ 457,035.36 79.99 0.250 0.017 0.608
5943175 $ 330,507.16 76.98 0.250 0.017 0.483
5943184 $ 359,436.64 53.73 0.250 0.017 0.233
5943192 $ 366,277.44 80.00 0.250 0.017 1.358
5943204 $ 399,832.99 79.76 0.250 0.017 0.733
5943213 $ 419,342.72 75.00 0.250 0.017 0.233
5943226 $ 459,879.96 68.73 0.250 0.017 0.983
5943253 $ 314,553.91 74.12 0.250 0.017 0.733
5943264 $ 311,620.64 60.58 0.250 0.017 1.483
5943492 $ 590,297.53 80.00 0.250 0.017 0.358
5943514 $ 349,478.88 93.33 06 0.250 0.017 0.483
5943850 $ 302,570.90 70.47 0.250 0.017 0.733
5943864 $ 382,877.64 80.00 0.250 0.017 0.608
5943910 $ 359,288.74 80.00 0.250 0.017 1.108
5943929 $ 154,796.53 65.40 0.250 0.017 1.108
5944103 $ 329,508.65 62.15 0.250 0.017 0.483
5944163 $ 524,547.72 70.00 0.250 0.017 0.358
5944187 $ 548,222.13 43.31 0.250 0.017 1.233
5944218 $ 297,128.87 79.33 0.250 0.017 1.358
5944321 $ 334,139.13 80.00 0.250 0.017 0.233
5944519 $ 548,885.48 45.83 0.250 0.017 0.983
5945105 $ 426,611.59 71.25 0.250 0.017 0.858
5946496 $ 451,177.23 74.56 0.250 0.017 0.483
5947112 $ 399,189.45 65.57 0.250 0.017 0.983
5947860 $ 438,504.00 80.00 0.250 0.017 0.983
5948553 $ 459,315.09 76.67 0.250 0.017 0.483
5948646 $ 179,757.63 75.00 0.250 0.017 0.983
5949782 $ 448,712.15 72.99 0.250 0.017 1.358
5949798 $ 174,792.62 70.00 0.250 0.017 1.608
5949808 $ 464,324.76 79.49 0.250 0.017 0.608
5949822 $ 147,545.27 47.33 0.250 0.017 1.483
5949846 $ 378,226.99 75.00 0.250 0.017 0.858
5949867 $ 327,650.26 78.74 0.250 0.017 0.733
5949899 $ 309,129.77 75.43 0.250 0.017 1.233
5949930 $ 444,021.16 79.98 0.250 0.017 0.358
5949947 $ 346,038.24 80.00 0.250 0.017 0.483
5949970 $ 169,740.49 63.43 0.250 0.017 0.358
5950163 $ 131,707.67 75.00 0.250 0.017 0.608
5951528 $ 284,662.27 66.43 0.250 0.017 1.608
5951592 $ 338,507.70 84.12 11 0.250 0.017 0.608
5951596 $ 388,221.10 76.69 0.250 0.017 0.483
5952150 $ 534,242.36 62.94 0.250 0.017 0.733
5952178 $ 639,070.61 80.00 0.250 0.017 0.608
5952199 $ 326,448.49 80.00 0.250 0.017 0.358
5952217 $ 249,113.21 79.80 0.250 0.017 0.858
5952223 $ 415,384.94 79.29 0.250 0.017 0.858
5952233 $ 296,385.60 87.05 33 0.250 0.017 0.983
5952278 $ 299,585.73 42.86 0.250 0.017 0.858
5952293 $ 535,140.17 80.00 0.250 0.017 0.108
5952334 $ 336,997.49 75.00 0.250 0.017 0.483
5952363 $ 331,529.84 79.05 0.250 0.017 0.733
5952370 $ 439,328.32 63.86 0.250 0.017 0.358
5952388 $ 504,936.28 80.90 0.250 0.017 1.108
5952620 $ 523,503.39 79.16 0.250 0.017 0.733
5952658 $ 355,495.85 79.46 0.250 0.017 0.733
5952680 $ 598,621.88 75.00 0.250 0.017 0.358
5952743 $ 231,157.15 66.43 0.250 0.017 0.733
5952755 $ 647,616.92 78.67 0.250 0.017 0.733
5952828 $ 281,769.20 85.00 0.250 0.017 0.358
5953717 $ 371,459.79 79.91 0.250 0.017 0.608
5953739 $ 393,228.13 75.01 0.250 0.017 0.608
5953747 $ 449,478.45 77.60 0.250 0.017 0.858
5953762 $ 402,899.22 79.98 0.250 0.017 0.483
5953774 $ 340,691.96 74.99 0.250 0.017 0.483
5953792 $ 565,394.77 75.60 0.250 0.017 0.358
5953803 $ 317,538.21 79.50 0.250 0.017 0.608
5953808 $ 329,491.92 88.95 06 0.250 0.017 0.483
5953822 $ 504,353.74 70.14 0.250 0.017 1.233
5953846 $ 350,866.42 79.85 0.250 0.017 0.983
5953911 $ 364,469.96 78.49 0.250 0.017 0.608
5953931 $ 329,808.20 79.99 0.250 0.017 0.483
5953940 $ 409,419.37 71.30 0.250 0.017 0.733
5953946 $ 431,289.71 80.00 0.250 0.017 0.000
5953959 $ 604,802.68 75.75 0.250 0.017 1.108
5954008 $ 413,733.06 77.45 0.250 0.017 0.483
5954023 $ 305,521.14 90.00 11 0.250 0.017 0.233
5954040 $ 627,563.63 45.36 0.250 0.017 1.483
5954059 $ 346,033.47 90.00 11 0.250 0.017 0.983
5954090 $ 410,387.58 80.00 0.250 0.017 1.108
5954113 $ 149,792.86 77.18 0.250 0.017 0.858
5954134 $ 498,558.20 68.26 0.250 0.017 0.608
5954143 $ 286,571.99 70.00 0.250 0.017 0.483
5954198 $ 648,810.30 66.33 0.250 0.017 1.483
5954245 $ 474,292.76 63.76 0.250 0.017 0.483
5954259 $ 499,291.92 51.02 0.250 0.017 0.733
5954285 $ 280,371.35 79.99 0.250 0.017 0.358
5954286 $ 363,424.25 59.70 0.250 0.017 0.358
5954305 $ 347,413.59 80.00 0.250 0.017 0.000
5954306 $ 422,385.74 72.93 0.250 0.017 0.608
5954313 $ 374,940.89 64.74 0.250 0.017 0.483
5954314 $ 395,110.82 47.96 0.250 0.017 0.483
5954323 $ 619,076.84 80.00 0.250 0.017 0.483
5954326 $ 580,655.56 79.12 0.250 0.017 0.608
5954351 $ 507,413.33 80.00 0.250 0.017 1.733
5954358 $ 523,877.02 77.21 0.250 0.017 0.358
5954369 $ 230,507.69 74.52 0.250 0.017 0.733
5954432 $ 334,501.21 79.76 0.250 0.017 0.483
5954443 $ 369,570.16 80.00 0.250 0.017 0.483
5954446 $ 374,295.83 51.02 0.250 0.017 1.358
5954453 $ 648,579.66 74.29 0.250 0.017 0.608
5954459 $ 524,237.62 75.00 0.250 0.017 0.608
5954464 $ 459,158.03 56.79 0.250 0.017 1.483
5954479 $ 489,233.19 58.33 0.250 0.017 0.233
5954493 $ 624,283.85 67.17 0.250 0.017 0.483
5954736 $ 53,864.80 35.06 0.250 0.017 0.483
5954747 $ 399,389.37 59.26 0.250 0.017 0.358
5954753 $ 399,404.42 80.00 0.250 0.017 0.483
5954762 $ 325,007.35 80.00 0.250 0.017 0.608
5954766 $ 375,440.16 80.00 0.250 0.017 0.483
5954772 $ 469,058.15 70.20 0.250 0.017 0.108
5954782 $ 397,407.39 79.60 0.250 0.017 0.483
5954801 $ 309,526.77 72.94 0.250 0.017 0.358
5954804 $ 395,404.24 80.00 0.250 0.017 0.483
5954808 $ 315,328.86 71.14 0.250 0.017 0.483
5954812 $ 173,133.75 80.00 0.250 0.017 1.358
5954815 $ 311,535.45 80.00 0.250 0.017 0.483
5954818 $ 323,118.95 80.00 0.250 0.017 0.608
5954825 $ 325,931.96 79.66 0.250 0.017 1.233
5954852 $ 314,128.48 88.73 13 0.250 0.017 0.483
5954859 $ 324,552.19 79.99 0.250 0.017 0.483
5954892 $ 436,530.93 79.48 0.250 0.017 0.733
5954903 $ 353,377.03 80.00 0.250 0.017 0.358
5954918 $ 340,529.10 72.55 0.250 0.017 0.858
5954973 $ 394,086.98 78.99 0.250 0.017 0.608
5955114 $ 349,491.75 65.67 0.250 0.017 0.608
5955126 $ 346,170.74 80.00 0.250 0.017 0.358
5955135 $ 233,101.31 58.35 0.250 0.017 1.233
5955210 $ 424,712.70 79.64 0.250 0.017 0.858
5955225 $ 282,410.60 79.99 0.250 0.017 1.108
5955262 $ 463,406.21 80.00 0.250 0.017 1.233
5955290 $ 309,571.91 68.89 0.250 0.017 0.858
5955313 $ 394,594.39 90.00 11 0.250 0.017 1.233
5958476 $ 359,436.64 54.14 0.250 0.017 0.233
5958488 $ 349,478.88 45.57 0.250 0.017 0.483
5958491 $ 488,704.79 68.06 0.250 0.017 1.108
5958506 $ 379,210.31 64.41 0.250 0.017 0.858
5958512 $ 556,598.11 55.80 0.250 0.017 1.358
5958523 $ 449,329.97 64.29 0.250 0.017 0.483
5958534 $ 398,449.02 60.92 0.250 0.017 0.858
5958536 $ 428,935.39 53.82 0.250 0.017 0.483
5958546 $ 499,273.92 46.00 0.250 0.017 0.608
5958547 $ 548,546.23 51.64 0.250 0.017 1.108
5958554 $ 381,206.13 46.59 0.250 0.017 0.858
5958559 $ 299,186.10 38.46 0.250 0.017 1.358
5958567 $ 324,528.05 69.89 0.250 0.017 0.608
5958577 $ 648,579.66 53.24 0.250 0.017 0.608
5958589 $ 398,969.15 61.54 0.250 0.017 1.233
5958595 $ 392,119.54 66.61 0.250 0.017 0.483
5958612 $ 287,386.25 61.28 0.250 0.017 0.733
5958619 $ 324,140.92 31.65 0.250 0.017 1.108
5958636 $ 299,596.08 30.00 0.250 0.017 0.983
5958645 $ 648,543.77 63.41 0.250 0.017 0.483
5958659 $ 364,785.54 59.03 0.250 0.017 0.608
5958661 $ 409,913.63 68.50 0.250 0.017 1.108
5958859 $ 449,041.00 65.69 0.250 0.017 0.733
5958884 $ 599,128.72 48.04 0.250 0.017 0.608
5958917 $ 399,342.33 32.65 0.250 0.017 0.000
5959017 $ 648,614.80 42.62 0.250 0.017 0.733
5959043 $ 314,542.57 47.37 0.250 0.017 0.608
5959064 $ 498,037.56 33.90 0.250 0.017 1.358
5959066 $ 342,027.09 65.00 0.250 0.017 0.358
5959078 $ 464,216.44 46.97 0.250 0.017 0.000
5959097 $ 475,931.35 64.46 0.250 0.017 0.483
5959179 $ 499,115.30 67.66 0.250 0.017 0.000
5959189 $ 358,892.85 55.22 0.250 0.017 0.483
5959198 $ 347,519.45 42.44 0.250 0.017 0.858
5959232 $ 649,032.21 65.20 0.250 0.017 0.483
5959262 $ 398,942.69 41.28 0.250 0.017 1.108
5959298 $ 404,257.28 63.78 0.250 0.017 0.858
5959879 $ 361,763.18 80.00 0.250 0.017 0.733
5959892 $ 312,706.04 80.00 0.250 0.017 0.733
5959896 $ 471,486.54 80.00 0.250 0.017 0.483
5959905 $ 518,517.69 80.00 0.250 0.017 0.733
5959909 $ 395,134.70 80.00 0.250 0.017 0.608
5959917 $ 336,762.53 75.00 0.250 0.017 0.608
5959921 $ 418,772.44 80.00 0.250 0.017 0.608
5960084 $ 299,404.00 71.43 0.250 0.017 0.108
5960123 $ 548,392.45 77.46 0.250 0.017 0.608
5960143 $ 398,942.69 76.92 0.250 0.017 1.108
5960161 $ 390,424.99 79.65 0.250 0.017 0.608
5960168 $ 488,630.59 80.00 0.250 0.017 0.858
5960200 $ 616,649.57 79.23 0.250 0.017 0.608
5960220 $ 331,005.16 80.00 0.250 0.017 0.483
5960241 $ 597,755.17 79.87 0.250 0.017 0.858
5960252 $ 390,882.54 80.00 0.250 0.017 0.733
5960262 $ 394,871.16 80.00 0.250 0.017 0.733
5960270 $ 398,915.65 70.80 0.250 0.017 0.983
5960287 $ 299,166.00 78.10 0.250 0.017 0.858
5960316 $ 439,637.94 80.00 0.250 0.017 1.358
5960324 $ 439,762.55 79.99 0.250 0.017 0.483
5960336 $ 503,268.12 78.14 0.250 0.017 0.608
5960374 $ 444,051.69 71.77 0.250 0.017 0.733
5960396 $ 359,463.99 80.00 0.250 0.017 0.483
5960423 $ 302,748.55 80.00 0.250 0.017 0.483
5960613 $ 423,818.42 48.57 0.250 0.017 0.858
5960669 $ 429,012.38 74.14 0.250 0.017 0.358
5960719 $ 304,557.10 38.13 0.250 0.017 0.608
5960751 $ 391,245.16 79.98 0.250 0.017 0.733
5960767 $ 335,283.95 80.00 0.250 0.017 0.733
5960793 $ 297,015.60 79.99 0.250 0.017 0.733
5960799 $ 491,323.30 80.00 0.250 0.017 0.483
5960805 $ 549,221.12 69.18 0.250 0.017 0.733
5960811 $ 618,483.81 77.50 0.250 0.017 0.858
5960821 $ 293,248.33 79.41 0.250 0.017 1.358
5960831 $ 522,826.05 73.80 0.250 0.017 0.483
5960842 $ 448,878.10 75.00 0.250 0.017 0.733
5960852 $ 314,269.35 76.09 0.250 0.017 0.608
5960858 $ 289,628.89 47.93 0.250 0.017 1.233
5960869 $ 284,407.72 78.51 0.250 0.017 0.858
5960871 $ 382,429.74 69.64 0.250 0.017 0.483
5960877 $ 318,536.63 89.98 33 0.250 0.017 0.858
5960928 $ 298,437.96 70.59 0.250 0.017 0.858
5961122 $ 492,920.55 79.94 0.250 0.017 0.608
5961130 $ 395,156.10 75.00 0.250 0.017 0.733
5961134 $ 429,083.62 76.11 0.250 0.017 0.733
5961138 $ 433,353.81 80.00 0.250 0.017 0.483
5961142 $ 350,490.29 79.95 0.250 0.017 0.608
5961145 $ 549,201.31 79.14 0.250 0.017 0.608
5961148 $ 343,266.91 55.48 0.250 0.017 0.733
5961163 $ 309,305.50 75.61 0.250 0.017 0.483
5961169 $ 470,994.12 52.44 0.250 0.017 0.733
5961511 $ 409,404.63 78.10 0.250 0.017 0.608
5961569 $ 347,441.77 80.00 0.250 0.017 0.108
5961638 $ 456,766.12 75.00 0.250 0.017 0.108
5962248 $ 329,049.81 79.99 0.250 0.017 1.233
5962382 $ 321,893.12 80.00 0.250 0.017 0.733
5962406 $ 424,413.12 62.50 0.250 0.017 0.858
5962438 $ 339,269.19 90.00 11 0.250 0.017 0.733
5962928 $ 374,468.94 75.00 0.250 0.017 0.733
5963896 $ 295,570.16 80.00 0.250 0.017 0.608
5965946 $ 349,491.75 70.00 0.250 0.017 0.608
$129,588,801.47
EXHIBIT F-3A
Schedule of Other Servicer Mortgage Loans in Group I (Cont'd)
WFMBS
(i) (xvii) (xviii)
-------- ---------------------------- ----------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ---------------------------- ----------------------------
5854552 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5855750 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5856378 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5859020 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5871415 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5874828 WASHINGTON MUTUAL BANK, F.A. WASHINGTON MUTUAL BANK, F.A.
5875624 WASHINGTON MUTUAL BANK, F.A. WASHINGTON MUTUAL BANK, F.A.
5876175 WASHINGTON MUTUAL BANK, F.A. WASHINGTON MUTUAL BANK, F.A.
5877546 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5877609 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5880050 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5883983 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5889198 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5889317 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5889469 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5889592 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5889879 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5889886 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5891596 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5892634 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5894194 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5895703 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895850 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5898734 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5898752 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5898783 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5899293 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5899888 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5902621 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5903698 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5903933 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5904408 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5904688 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5904805 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5904814 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5905010 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5905037 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5905348 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5905438 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5906082 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5906565 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5906767 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907063 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907361 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5907518 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907607 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5908575 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5909679 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909698 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909727 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5911390 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5913345 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5914572 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5914641 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5914658 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5914992 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5915051 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5915810 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5915995 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5916021 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5916024 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5916063 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5916274 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5916352 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5916387 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5919175 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5920405 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921249 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5923010 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5934968 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5938038 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5938239 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5940336 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5940501 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942486 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942517 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942529 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942773 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942805 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942828 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942843 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942864 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942927 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5942976 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943034 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943127 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943143 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943175 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943184 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943192 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943204 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943213 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943226 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943253 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943264 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943492 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943514 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943850 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943864 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943910 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5943929 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5944103 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5944163 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5944187 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5944218 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5944321 COLONIAL SAVINGS & LOAN COLONIAL SAVINGS & LOAN
5944519 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5945105 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5946496 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5947112 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5947860 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5948553 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5948646 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5949782 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949798 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949808 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949822 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949846 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949867 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949899 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949930 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949947 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5949970 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5950163 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5951528 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5951592 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5951596 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952150 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952178 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952199 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952217 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952223 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952233 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952278 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952293 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952334 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952363 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952370 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952388 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952620 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952658 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952680 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952743 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952755 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5952828 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953717 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953739 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953747 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953762 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953774 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953792 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953803 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953808 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953822 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953846 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953911 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953931 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953940 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5953946 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5953959 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954008 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954023 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954040 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954059 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954090 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954113 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954134 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954143 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954198 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954245 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954259 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954285 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954286 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954305 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954306 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954313 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954314 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954323 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954326 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954351 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954358 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954369 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954432 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954443 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954446 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954453 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954459 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954464 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954479 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954493 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954736 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954747 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954753 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954762 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954766 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954772 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954782 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954801 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954804 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954808 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954812 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954815 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5954818 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954825 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954852 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954859 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954892 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954903 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954918 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5954973 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5955114 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5955126 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5955135 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5955210 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5955225 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5955262 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5955290 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5955313 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
5958476 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958488 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958491 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958506 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958512 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958523 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958534 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958536 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958546 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958547 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958554 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958559 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958567 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958577 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958589 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958595 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958612 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958619 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958636 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958645 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958659 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958661 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958859 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958884 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5958917 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959017 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959043 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959064 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959066 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959078 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959097 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959179 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959189 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959198 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959232 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959262 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959298 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959879 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959892 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959896 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959905 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959909 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959917 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5959921 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960084 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960123 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960143 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960161 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960168 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960200 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960220 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960241 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960252 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960262 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960270 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960287 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960316 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960324 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960336 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960374 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960396 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960423 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960613 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5960669 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960719 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960751 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960767 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960793 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960799 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960805 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960811 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960821 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960831 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960842 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960852 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960858 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960869 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5960871 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960877 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5960928 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961122 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961130 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961134 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961138 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961142 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961145 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961148 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961163 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961169 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5961511 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5961569 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5961638 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5962248 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5962382 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5962406 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5962438 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5962928 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5963896 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5965946 FLEET REAL ESTATE FUNDIN FLEET REAL ESTATE FUNDIN
COUNT: 317
WAC: 7.794888767
WAM: 356.7024418
WALTV: 71.78301128
EXHIBIT F-3B
[Schedule of Other Sevicer Mortgage Loans in Group II]
WFMBS
(i) (ii) (iii) (iv) (v) (vi) (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
-------- -------------------------------------- -------- -------- -------- ---------- -------- ----------
5712157 STATEN ISLAND NY 10301 SFD 7.000 6.500 $ 2,921.19 180 1-Nov-14
5849920 LA QUINTA CA 92253 SFD 8.125 6.500 $ 5,337.10 180 1-Oct-15
5858920 GRAYSON LA 71435 SFD 8.250 6.500 $ 600.52 180 1-Nov-15
5866842 AUSTIN TX 78734 SFD 7.875 6.500 $ 3,461.84 180 1-Jan-16
5872154 CHIPPEWA LAKE OH 44215 SFD 8.125 6.500 $ 847.50 179 1-Oct-15
5872159 KERRVILLE TX 78028 SFD 8.125 6.500 $ 601.81 180 1-Oct-15
5872160 OOLTEWAH TN 37363 SFD 7.875 6.500 $ 1,327.83 180 1-Nov-15
5872162 MERIDIAN ID 83642 SFD 8.000 6.500 $ 3,344.78 180 1-Nov-15
5872181 HENDERSON NV 89052 SFD 7.750 6.500 $ 3,077.19 180 1-Oct-15
5872851 SOUTH TULSA OK 74136 SFD 7.375 6.500 $ 3,532.51 180 1-Nov-15
5873541 RYE NY 10580 SFD 7.500 6.500 $ 3,939.81 180 1-Dec-15
5873552 COLTS NECK NJ 07722 SFD 7.875 6.500 $ 2,845.35 180 1-Nov-15
5873564 MOORESTOWN NJ 08057 SFD 7.625 6.500 $ 3,234.43 180 1-Nov-15
5874012 SAINT GEORGE UT 84790 SFD 6.500 6.108 $ 1,819.79 180 1-Feb-14
5874018 SHELBYVILLE TN 37160 SFD 7.375 6.500 $ 1,103.91 180 1-Dec-15
5875324 MIAMI FL 33175 SFD 8.000 6.500 $ 4,300.44 180 1-Dec-15
5876556 CRESTED BUTTE CO 81224 SFD 7.875 6.500 $ 4,078.33 180 1-Feb-16
5877078 SUGAR LAND TX 77478 SFD 8.000 6.500 $ 1,462.15 180 1-Nov-15
5877199 AUSTIN TX 78746 SFD 7.750 6.500 $ 3,424.83 180 1-Nov-15
5877298 HARVARD MA 01451 SFD 7.875 6.500 $ 8,199.40 120 1-Dec-10
5880087 EVANSTON IL 60202 SFD 8.375 6.500 $ 8,894.58 180 1-Dec-15
5880121 VERMILLION OH 44089 SFD 7.875 6.500 $ 3,262.67 180 1-Dec-15
5889309 PLYMOUTH MA 02360 SFD 7.500 6.500 $ 3,337.25 180 1-Dec-15
5889858 ATLANTA GA 30307 SFD 7.625 6.500 $ 3,269.46 180 1-Jan-16
5890698 MIAMI FL 33133 SFD 7.750 6.500 $ 3,261.52 180 1-Dec-15
5891665 ORLAND PARK IL 60462 SFD 8.250 6.500 $ 5,820.85 180 1-Jan-16
5893453 BETHESDA MD 20817 PUD 7.625 6.500 $ 3,923.35 180 1-Jan-16
5895561 SAG HARBOR NY 11963 SFD 7.625 6.500 $ 4,110.18 180 1-Dec-15
5895572 BASKING RIDGE NJ 07920 SFD 7.625 6.500 $ 5,714.08 180 1-Dec-15
5895581 MOUNT KISCO NY 10549 LCO 7.750 6.500 $ 4,706.38 180 1-Dec-15
5895597 WHITE PLAINS NY 10603 SFD 7.125 6.500 $ 3,260.54 180 1-Dec-15
5895600 LINWOOD NJ 08221 SFD 8.125 6.500 $ 4,332.98 180 1-Dec-15
5895602 MASSAPEQUA PARK NY 11762 SFD 7.875 6.500 $ 2,731.54 180 1-Dec-15
5896550 MARS PA 16046 SFD 7.875 6.500 $ 3,869.68 180 1-Dec-15
5899130 WEST LAFAYETTE IN 47906 SFD 7.500 6.500 $ 2,966.44 180 1-Apr-16
5901458 CHESTER NJ 07931 SFD 7.875 6.500 $ 8,536.05 180 1-Jan-16
5903557 DIAMOND BAR CA 91765 PUD 7.375 6.500 $ 8,739.28 180 1-Jan-16
5906217 SAN FRANCISCO CA 94116 SFD 8.250 6.500 $ 3,686.53 180 1-Nov-15
5906247 CHEBOYGAN MI 49721 SFD 8.125 6.500 $ 4,814.41 180 1-Oct-15
5907152 AUSTELL GA 30106 SFD 8.000 6.500 $ 573.40 180 1-Feb-16
5907466 KELLER TX 76248 SFD 7.500 6.500 $ 2,692.97 180 1-Jan-16
5907479 NELLYSFORD VA 22958 SFD 7.625 6.500 $ 3,960.72 180 1-Feb-16
5907525 NEW YORK NY 10010 HCO 7.625 6.500 $ 6,071.84 180 1-Jan-16
5907648 POWDER SPRINGS GA 30127 SFD 7.875 6.500 $ 9,484.50 180 1-Jan-15
5907709 EL CAJON CA 92019 SFD 7.750 6.500 $ 2,646.87 180 1-Nov-15
5907762 ROCK HILL SC 29732 SFD 8.125 6.500 $ 4,101.88 180 1-Nov-15
5907783 PAWLEYS ISLAND SC 29585 SFD 7.750 6.500 $ 4,706.38 180 1-Jan-16
5907794 LA JOLLA CA 92037 PUD 6.875 6.500 $ 2,666.65 180 1-Dec-15
5907851 SOUTHAMPTON NY 11968 SFD 8.000 6.500 $ 3,210.99 180 1-Dec-15
5907872 COLTS NECK NJ 07722 SFD 7.750 6.500 $ 4,706.38 180 1-Jan-16
5907906 POQUOSON VA 23662 SFD 7.250 6.500 $ 5,039.01 180 1-Nov-15
5907922 BURLINGTON CT 06013 SFD 6.750 6.483 $ 3,760.87 180 1-Jan-16
5909809 PONTE VEDRA BEACH FL 32082 SFD 7.625 6.500 $ 4,670.65 180 1-Nov-15
5909840 HOUSTON TX 77024 SFD 7.375 6.500 $ 7,175.41 180 1-Dec-15
5909849 CARY NC 27513 PUD 7.625 6.500 $ 2,615.56 180 1-Dec-15
5909862 GREENSBORO NC 27408 SFD 7.500 6.500 $ 6,007.04 180 1-Jan-16
5909886 NAGS HEAD NC 27959 SFD 7.625 6.500 $ 2,802.39 180 1-Jan-16
5909895 NORWALK CT 06850 SFD 7.750 6.500 $ 3,576.85 180 1-Dec-15
5910008 FORSYTH GA 31029 PUD 7.625 6.500 $ 3,176.04 180 1-Nov-15
5911291 BOULDER JUNCTION WI 54512 SFD 8.125 6.500 $ 2,599.78 180 1-Oct-15
5913371 TULSA OK 74114 SFD 7.250 6.500 $ 5,020.75 180 1-Mar-16
5915604 SIOUX FALLS SD 57108 SFD 7.375 6.500 $ 5,924.31 180 1-Jan-16
5915619 COLUMBIA SC 29223 SFD 8.000 6.500 $ 3,050.45 180 1-Jan-16
5915696 TULSA OK 74133 SFD 7.875 6.500 $ 4,742.25 180 1-Jan-16
5915740 CAMAS WA 98607 SFD 7.750 6.500 $ 5,129.96 180 1-Jan-16
5915757 CANTON MA 02021 SFD 6.625 6.358 $ 3,090.54 180 1-Feb-16
5915960 WAYNE PA 19087 SFD 6.750 6.483 $ 2,743.22 180 1-Dec-15
5920092 JERSEY CITY NJ 07302 MF2 7.500 6.500 $ 4,153.02 180 1-Feb-16
5920173 OSSINING NY 10562 SFD 8.125 6.500 $ 3,081.23 180 1-Jan-16
5920211 HOLLISWOOD NY 11423 SFD 7.750 6.500 $ 3,614.50 180 1-Jan-16
5920320 NEW YORK NY 10016 COP 8.250 6.500 $ 3,996.98 180 1-Feb-16
5920347 LAKE SUCCESS NY 11020 SFD 7.625 6.500 $ 4,203.59 180 1-Jan-16
5920363 WEST COVINA CA 91791 SFD 7.250 6.500 $ 4,016.60 180 1-Feb-16
5920365 NEW YORK NY 10011 COP 8.000 6.500 $ 8,123.05 180 1-Dec-15
5920392 MILLBROOK NY 12545 SFD 7.625 6.500 $ 9,294.60 180 1-Jan-16
5920415 FORT SALONGA NY 11768 SFD 7.000 6.500 $ 3,820.02 180 1-Feb-16
5920424 MASSAPEQUA NY 11758 SFD 7.250 6.500 $ 3,651.45 180 1-Feb-16
5920427 BRIDGEHAMPTON NY 11932 SFD 8.000 6.500 $14,334.78 180 1-Feb-16
5920449 ROSLYN HARBOR NY 11576 SFD 7.625 6.500 $ 4,670.65 180 1-Jan-16
5920452 MILPITAS CA 95035 SFD 7.375 6.500 $ 3,997.07 180 1-Jan-16
5920466 LANDENBERG PA 19350 SFD 7.875 6.500 $ 2,750.50 180 1-Jan-16
5920527 SAN FRANCISCO CA 94115 SFD 7.375 6.500 $ 5,767.92 180 1-Feb-16
5920539 OAK PARK CA 91377 SFD 7.250 6.500 $ 4,564.31 180 1-Dec-15
5920542 NORTH WALES PA 19454 SFD 7.875 6.500 $ 3,414.42 180 1-Jan-16
5920557 SANTA MONICA CA 90405 HCO 7.500 6.500 $ 4,635.06 180 1-Feb-16
5921627 SIMI VALLEY CA 93065 SFD 7.500 6.500 $ 2,616.49 180 1-Nov-15
5921631 SARASOTA FL 34236 SFD 7.875 6.500 $ 3,378.85 180 1-Jan-16
5921641 ATLANTA GA 30319 SFD 7.500 6.500 $ 5,311.90 120 1-Jan-11
5921648 ROUGEMONT NC 27522 SFD 7.750 6.500 $ 6,118.29 180 1-Jan-16
5921654 MEMPHIS TN 38104 SFD 7.875 6.500 $ 4,826.73 120 1-Dec-10
5921662 CORAL GABLES FL 33143 SFD 7.625 6.500 $ 6,071.84 180 1-Jan-16
5921670 HIGHLANDS RANCH CO 80130 SFD 8.250 6.500 $ 4,042.57 180 1-Jan-16
5921673 LONG BEACH CA 90803 SFD 8.000 6.500 $ 4,634.91 180 1-Feb-16
5921684 BELLAIRE TX 77401 SFD 7.750 6.500 $ 3,106.21 180 1-Jan-16
5921692 ATHENS TX 75751 SFD 7.750 6.500 $ 5,045.24 180 1-Jan-16
5921709 DALLAS TX 75248 SFD 7.375 6.500 $ 4,962.99 180 1-Jan-16
5921719 EL PASO TX 79922 SFD 7.250 6.500 $ 3,907.05 180 1-Feb-16
5921725 THE WOODLANDS TX 77382 SFD 7.000 6.500 $ 5,400.16 180 1-Feb-16
5921748 MONTGOMERY TX 77356 SFD 7.500 6.500 $ 3,453.12 180 1-Jan-16
5921784 HOUSTON TX 77019 PUD 7.250 6.500 $ 5,477.18 180 1-Jan-16
5921799 COPPELL TX 75019 SFD 7.500 6.500 $ 4,198.91 180 1-Jan-16
5921832 WESTON FL 33332 PUD 7.750 6.500 $ 3,030.91 180 1-Jan-16
5921842 HIGHLAND BEACH FL 33487 HCO 7.750 6.500 $ 4,706.38 180 1-Dec-15
5921854 POMPANO BEACH FL 33062 SFD 7.875 6.500 $ 7,113.38 180 1-Feb-16
5921863 DEERFIELD BEACH FL 33441 SFD 7.625 6.500 $ 2,989.22 180 1-Feb-16
5921867 IRVINE CA 92602 SFD 7.500 6.500 $ 4,206.32 180 1-Dec-15
5921881 CARLSBAD CA 92009 PUD 7.750 6.500 $ 6,118.30 180 1-Feb-16
5938286 REDMOND WA 98052 SFD 7.875 6.500 $ 2,693.60 180 1-Nov-15
5938301 AUSTIN TX 78746 SFD 7.500 6.500 $ 4,542.37 180 1-Feb-16
5938342 COTO DE CAZA CA 92679 SFD 7.500 6.500 $ 3,569.00 180 1-Jan-16
5938364 GLENDALE CA 91206 SFD 7.500 6.500 $ 3,619.99 180 1-Jan-16
5938369 SAN JOSE CA 95112 HCO 7.625 6.500 $ 3,534.00 180 1-Feb-16
5938408 BELL CANYON CA 91307 SFD 7.500 6.500 $ 5,237.62 180 1-Feb-16
5938431 LA CRESCENTA CA 91214 SFD 7.000 6.500 $ 2,750.42 180 1-Feb-16
5938441 LINCOLN CA 95648 SFD 7.125 6.500 $ 3,261.00 180 1-Jan-16
5938453 SAN CLEMENTE CA 92673 SFD 7.000 6.500 $ 2,876.25 180 1-Feb-16
5938467 PASADENA CA 91103 LCO 7.500 6.500 $ 1,575.93 180 1-Jan-16
5938486 PORTLAND OR 97229 SFD 7.750 6.500 $ 4,221.62 180 1-Jan-16
5938488 LAGUNA HILLS CA 92653 PUD 7.375 6.500 $ 3,610.70 180 1-Feb-16
5938491 WEST CHESTER PA 19380 SFD 6.875 6.500 $ 4,552.03 180 1-Mar-16
5938513 LOS ANGELES CA 90069 SFD 7.000 6.500 $ 5,123.32 180 1-Mar-16
5938580 LONG BEACH CA 90814 SFD 7.250 6.500 $ 4,016.60 180 1-Jan-16
5938591 PISMO BEACH CA 93449 SFD 7.625 6.500 $ 3,549.70 180 1-Jan-16
5938599 CARLSBAD CA 92008 SFD 7.500 6.500 $ 1,504.08 180 1-Feb-16
5938610 FULLERTON CA 92835 SFD 7.125 6.500 $ 3,297.23 180 1-Feb-16
5939467 BETHESDA MD 20816 SFD 7.500 6.500 $ 3,337.25 180 1-Mar-16
5939485 GLENDALE CA 91208 SFD 7.250 6.500 $ 4,746.89 180 1-Feb-16
5939498 BETHESDA MD 20814 SFD 7.500 6.500 $ 4,635.07 180 1-Feb-16
5939514 WALNUT CREEK CA 94598 SFD 7.625 6.500 $ 2,942.51 180 1-Feb-16
5939525 PLANO TX 75093 SFD 6.875 6.500 $ 4,780.34 180 1-Feb-16
5939536 HIGHLAND PARK TX 75205 SFD 7.625 6.500 $ 4,819.18 180 1-Feb-16
5939555 DAVIE FL 33328 SFD 7.250 6.500 $ 3,651.45 180 1-Feb-16
5939599 FREMONT CA 94539 SFD 7.375 6.500 $ 2,759.77 180 1-Feb-16
5939611 GLENDALE CA 91207 SFD 6.625 6.358 $ 3,485.64 180 1-Feb-16
5939633 DALY CITY CA 94015 SFD 7.375 6.500 $ 919.93 180 1-Feb-16
5939651 LAS VEGAS NV 89134 SFD 7.125 6.500 $ 1,915.84 180 1-Feb-16
5939660 ROCKVILLE MD 20852 SFD 7.375 6.500 $ 3,679.70 180 1-Feb-16
5940893 DANA POINT CA 92629 SFD 7.250 6.500 $ 3,039.84 180 1-Mar-16
5940913 SIMI VALLEY CA 93063 SFD 6.625 6.358 $ 2,282.79 180 1-Mar-16
5940923 LAGUNA NIGUEL CA 92677 SFD 7.375 6.500 $ 3,687.97 180 1-Jan-16
5940942 MERRICK NY 11566 SFD 7.875 6.500 $ 3,839.33 180 1-Jan-16
5940949 HERNDON VA 20170 SFD 7.000 6.500 $ 4,494.15 180 1-Mar-16
5941029 BELTON MO 64012 SFD 7.000 6.500 $ 3,505.43 180 1-Mar-16
5941037 LAKE ARROWHEAD CA 92352 SFD 7.250 6.500 $ 3,274.90 180 1-Mar-16
5941050 ORANGE CA 92867 SFD 7.000 6.500 $ 5,842.39 180 1-Mar-16
5941079 AUSTIN TX 78735 LCO 6.875 6.500 $ 3,817.14 180 1-Mar-16
5941083 SAN JOSE CA 95116 SFD 7.250 6.500 $ 3,943.57 180 1-Mar-16
5941093 RIVERSIDE CA 92504 SFD 7.250 6.500 $ 3,200.59 180 1-Mar-16
5942125 AUSTIN TX 78733 SFD 7.375 6.500 $ 3,219.74 180 1-Feb-16
5945590 OAK HILL VA 20171 SFD 6.750 6.483 $ 3,220.63 180 1-Mar-16
5945610 UPPER MARLBORO MD 20772 SFD 7.500 6.500 $ 3,151.85 180 1-Mar-16
5951518 JACKSONVILLE FL 32210 SFD 7.500 6.500 $ 4,356.96 180 1-Mar-16
5959918 GREENLAWN NY 11740 SFD 7.750 6.500 $ 4,151.03 180 1-Mar-16
5959929 CARTER LAKE IA 51510 SFD 7.375 6.500 $ 5,519.54 180 1-Mar-16
5959944 RANCHO MIRAGE CA 92270 SFD 7.875 6.500 $ 6,164.93 180 1-Feb-16
COUNT: 155
WAC: 7.567798147
WAM: 174.4753018
WALTV: 65.99472427
WFMBS
Schedule of Other Sevicer Mortgage Loans in Group II (Cont'd)
(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
-------- -------------- ------ ------- --------- ------- ------- --------
5712157 $ 305,599.36 71.74 0.250 0.017 0.233
5849920 $ 542,966.20 100.00 0.375 0.017 1.233
5858920 $ 60,832.05 79.87 0.250 0.017 1.483
5866842 $ 360,515.20 40.56 0.250 0.017 1.108
5872154 $ 86,220.17 63.37 0.375 0.017 1.233
5872159 $ 61,223.89 54.35 0.375 0.017 1.233
5872160 $ 137,504.90 80.00 0.375 0.017 0.983
5872162 $ 343,829.27 95.24 0.375 0.017 1.108
5872181 $ 320,023.61 75.77 0.375 0.017 0.858
5872851 $ 376,855.95 80.00 0.375 0.017 0.483
5873541 $ 418,501.48 42.50 0.250 0.017 0.733
5873552 $ 294,653.36 28.57 0.250 0.017 1.108
5873564 $ 339,944.78 80.00 0.250 0.017 0.858
5874012 $ 161,182.41 95.00 06 0.375 0.017 0.000
5874018 $ 118,145.29 77.42 0.375 0.017 0.483
5875324 $ 439,165.45 73.41 0.250 0.017 1.233
5876556 $ 426,205.85 78.90 0.250 0.017 1.108
5877078 $ 150,302.49 60.47 0.250 0.017 1.233
5877199 $ 357,295.15 55.13 0.250 0.017 0.983
5877298 $ 660,301.16 75.00 0.250 0.017 1.108
5880087 $ 897,103.54 60.67 0.250 0.017 1.608
5880121 $ 338,907.06 74.78 0.250 0.017 1.108
5889309 $ 354,495.13 78.26 0.250 0.017 0.733
5889858 $ 345,777.97 78.65 0.250 0.017 0.858
5890698 $ 341,314.92 90.00 11 0.250 0.017 0.983
5891665 $ 593,146.32 79.47 0.250 0.017 1.483
5893453 $ 414,933.57 65.12 0.250 0.017 0.858
5895561 $ 433,344.22 80.00 0.250 0.017 0.858
5895572 $ 600,269.15 32.19 0.250 0.017 0.858
5895581 $ 492,517.91 66.67 0.250 0.017 0.983
5895597 $ 354,011.73 89.99 12 0.250 0.017 0.358
5895600 $ 443,481.80 52.63 0.250 0.017 1.358
5895602 $ 283,736.71 78.90 0.250 0.017 1.108
5896550 $ 401,419.13 80.00 0.250 0.017 1.108
5899130 $ 319,033.56 72.73 0.250 0.017 0.733
5901458 $ 887,357.03 45.00 0.250 0.017 1.108
5903557 $ 938,289.64 50.00 0.250 0.017 0.608
5906217 $ 373,444.05 40.00 0.250 0.017 1.483
5906247 $ 489,791.55 65.53 0.250 0.017 1.358
5907152 $ 58,564.28 52.63 0.250 0.017 1.233
5907466 $ 286,957.58 70.00 0.250 0.017 0.733
5907479 $ 420,176.15 80.00 0.250 0.017 0.858
5907525 $ 640,881.27 41.14 0.250 0.017 0.858
5907648 $ 950,874.91 76.92 0.250 0.017 1.108
5907709 $ 276,134.10 73.04 0.250 0.017 0.983
5907762 $ 418,570.19 66.34 0.250 0.017 1.358
5907783 $ 490,183.22 24.39 0.250 0.017 0.983
5907794 $ 294,176.91 46.72 0.250 0.017 0.108
5907851 $ 330,948.43 80.00 0.250 0.017 1.233
5907872 $ 494,033.66 34.48 0.250 0.017 0.983
5907906 $ 540,614.24 80.00 0.250 0.017 0.483
5907922 $ 419,283.51 79.59 0.250 0.017 0.000
5909809 $ 479,781.61 33.33 0.250 0.017 0.858
5909840 $ 767,944.43 80.00 0.250 0.017 0.608
5909849 $ 275,658.60 58.03 0.250 0.017 0.858
5909862 $ 640,098.15 80.00 0.250 0.017 0.733
5909886 $ 296,381.14 30.00 0.250 0.017 0.858
5909895 $ 374,313.61 50.67 0.250 0.017 0.983
5910008 $ 333,808.64 55.28 0.250 0.017 0.858
5911291 $ 262,862.05 78.26 0.250 0.017 1.358
5913371 $ 546,594.08 69.62 0.250 0.017 0.483
5915604 $ 636,061.62 80.00 0.250 0.017 0.608
5915619 $ 315,473.14 80.00 0.250 0.017 1.233
5915696 $ 494,097.97 74.63 0.250 0.017 1.108
5915740 $ 538,496.66 72.67 0.250 0.017 0.983
5915757 $ 348,539.34 79.81 0.250 0.017 0.000
5915960 $ 302,149.45 67.39 0.250 0.017 0.000
5920092 $ 443,915.51 80.00 0.250 0.017 0.733
5920173 $ 316,304.42 80.00 0.250 0.017 1.358
5920211 $ 379,417.85 80.00 0.250 0.017 0.983
5920320 $ 408,482.48 74.91 0.250 0.017 1.483
5920347 $ 444,571.68 58.06 0.250 0.017 0.858
5920363 $ 435,900.53 67.69 0.250 0.017 0.483
5920365 $ 837,553.24 59.44 0.250 0.017 1.233
5920392 $ 982,991.96 69.78 0.250 0.017 0.858
5920415 $ 420,953.93 58.62 0.250 0.017 0.233
5920424 $ 396,273.23 34.78 0.250 0.017 0.483
5920427 $ 1,486,620.16 40.00 0.250 0.017 1.233
5920449 $ 493,968.54 55.56 0.250 0.017 0.858
5920452 $ 429,144.05 67.16 0.250 0.017 0.608
5920466 $ 286,576.99 80.00 0.250 0.017 1.108
5920527 $ 621,221.18 66.00 0.250 0.017 0.608
5920539 $ 491,905.07 58.89 0.250 0.017 0.483
5920542 $ 355,750.72 80.00 0.250 0.017 1.108
5920557 $ 495,441.45 40.00 0.250 0.017 0.733
5921627 $ 277,054.84 61.49 0.250 0.017 0.733
5921631 $ 352,044.99 75.00 0.250 0.017 1.108
5921641 $ 437,345.20 79.63 0.250 0.017 0.733
5921648 $ 637,131.10 22.41 0.250 0.017 0.983
5921654 $ 388,845.91 80.00 0.250 0.017 1.108
5921662 $ 642,159.14 78.79 0.250 0.017 0.858
5921670 $ 411,940.16 79.98 0.250 0.017 1.483
5921673 $ 480,767.17 52.43 0.250 0.017 1.233
5921684 $ 324,216.69 33.33 0.250 0.017 0.983
5921692 $ 528,636.95 80.00 0.250 0.017 0.983
5921709 $ 532,849.76 75.77 0.250 0.017 0.608
5921719 $ 419,744.08 80.00 0.250 0.017 0.483
5921725 $ 595,080.29 80.00 0.250 0.017 0.233
5921748 $ 367,957.66 68.35 0.250 0.017 0.733
5921784 $ 592,523.87 65.57 0.250 0.017 0.483
5921799 $ 447,426.60 79.99 0.250 0.017 0.733
5921832 $ 318,155.49 85.87 13 0.250 0.017 0.983
5921842 $ 492,517.91 57.14 0.250 0.017 0.983
5921854 $ 743,382.25 75.00 0.250 0.017 1.108
5921863 $ 317,114.08 71.91 0.250 0.017 0.858
5921867 $ 446,811.90 80.00 0.250 0.017 0.733
5921881 $ 644,201.56 73.03 0.250 0.017 0.983
5938286 $ 278,938.48 80.16 0.250 0.017 1.108
5938301 $ 485,523.27 51.04 0.250 0.017 0.733
5938342 $ 380,305.21 51.68 0.250 0.017 0.733
5938364 $ 385,738.13 68.51 0.250 0.017 0.733
5938369 $ 374,908.14 80.00 0.250 0.017 0.858
5938408 $ 559,848.83 62.78 0.250 0.017 0.733
5938431 $ 303,086.81 71.16 0.250 0.017 0.233
5938441 $ 355,465.82 79.80 0.250 0.017 0.358
5938453 $ 316,953.55 72.73 0.250 0.017 0.233
5938467 $ 167,926.92 60.71 0.250 0.017 0.733
5938486 $ 443,148.19 65.00 0.250 0.017 0.983
5938488 $ 388,882.45 45.38 0.250 0.017 0.608
5938491 $ 507,134.95 80.00 0.250 0.017 0.108
5938513 $ 565,511.08 43.85 0.250 0.017 0.233
5938580 $ 434,517.50 57.76 0.250 0.017 0.483
5938591 $ 375,416.07 80.00 0.250 0.017 0.858
5938599 $ 160,374.00 49.54 0.250 0.017 0.733
5938610 $ 360,571.79 59.97 0.250 0.017 0.358
5939467 $ 357,818.70 71.01 0.250 0.017 0.733
5939485 $ 515,155.18 47.27 0.250 0.017 0.483
5939498 $ 495,441.42 74.18 0.250 0.017 0.733
5939514 $ 312,159.18 74.12 0.250 0.017 0.858
5939525 $ 530,782.72 80.00 0.250 0.017 0.108
5939536 $ 511,247.36 59.30 0.250 0.017 0.858
5939555 $ 396,273.23 63.83 0.250 0.017 0.483
5939599 $ 297,235.02 27.27 0.250 0.017 0.608
5939611 $ 393,096.92 52.93 0.250 0.017 0.000
5939633 $ 99,078.32 20.41 0.250 0.017 0.608
5939651 $ 209,508.04 90.00 11 0.250 0.017 0.358
5939660 $ 396,286.85 73.39 0.250 0.017 0.608
5940893 $ 330,937.86 62.24 0.250 0.017 0.483
5940913 $ 258,082.17 62.65 0.250 0.017 0.000
5940923 $ 395,958.25 79.98 0.250 0.017 0.608
5940942 $ 397,994.02 80.00 0.250 0.017 1.108
5940949 $ 496,835.83 54.54 0.250 0.017 0.233
5941029 $ 387,531.96 70.91 0.250 0.017 0.233
5941037 $ 355,723.58 79.94 0.250 0.017 0.483
5941050 $ 645,886.59 65.00 0.250 0.017 0.233
5941079 $ 425,262.06 66.88 0.250 0.017 0.108
5941083 $ 429,324.80 80.00 0.250 0.017 0.483
5941093 $ 348,438.82 89.90 06 0.250 0.017 0.483
5942125 $ 346,774.16 53.85 0.250 0.017 0.608
5945590 $ 361,596.58 79.99 0.250 0.017 0.000
5945610 $ 337,939.88 80.00 0.250 0.017 0.733
5951518 $ 467,152.21 55.29 0.250 0.017 0.733
5959918 $ 438,385.77 75.00 0.250 0.017 0.983
5959929 $ 593,492.15 75.00 0.250 0.017 0.608
5959944 $ 644,264.61 68.06 0.250 0.017 1.108
$66,642,117.97
EXHIBIT F-3B
Schedule of Other Servicer Mortgage Loans in Group II (Cont'd)
(i) (xvii) (xviii)
-------- ---------------------------- ----------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ---------------------------- ----------------------------
5712157 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5849920 CENDANT MORTGAGE COPRORA CENDANT MORTGAGE COPRORA
5858920 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5866842 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5872154 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872159 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872160 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872162 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872181 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5872851 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5873541 CHASE MANHATTAN MORTGAGE COR CHASE MANHATTAN MORTGAGE COR
5873552 CHASE MANHATTAN MORTGAGE COR CHASE MANHATTAN MORTGAGE COR
5873564 CHASE MANHATTAN MORTGAGE COR CHASE MANHATTAN MORTGAGE COR
5874012 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5874018 CENDANT MORTGAGE CORPORA CENDANT MORTGAGE CORPORA
5875324 FLEET REAL ESTATE FUNDING CO FLEET REAL ESTATE FUNDING CO
5876556 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5877078 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877199 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5877298 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880087 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5880121 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5889309 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5889858 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5890698 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5891665 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5893453 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5895561 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5895572 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5895581 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5895597 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5895600 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5895602 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5896550 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5899130 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5901458 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5903557 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5906217 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5906247 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5907152 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5907466 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5907479 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5907525 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5907648 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5907709 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907762 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907783 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5907794 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907851 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907872 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907906 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5907922 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909809 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909840 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909849 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909862 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909886 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5909895 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5910008 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5911291 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5913371 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5915604 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915619 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915696 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915740 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915757 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5915960 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5920092 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920173 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920211 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920320 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920347 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920363 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920365 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920392 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920415 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920424 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920427 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920449 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920452 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920466 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920527 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920539 HSBC MORTGAGE CORPORATION HSBC MORTGAGE CORPORATION
5920542 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5920557 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921627 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921631 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921641 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921648 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921654 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921662 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921670 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921673 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921684 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921692 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921709 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921719 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921725 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921748 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921784 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921799 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921832 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921842 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921854 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921863 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921867 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5921881 CHASE MANHATTAN MORTGAGE CHASE MANHATTAN MORTGAGE
5938286 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938301 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938342 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938364 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938369 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938408 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938431 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938441 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938453 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938467 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938486 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938488 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938491 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938513 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938580 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938591 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938599 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5938610 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939467 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939485 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939498 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939514 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939525 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939536 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939555 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939599 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939611 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939633 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939651 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5939660 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5940893 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5940913 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5940923 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5940942 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5940949 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5941029 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5941037 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5941050 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5941079 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5941083 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5941093 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5942125 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5945590 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5945610 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5951518 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5959918 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5959929 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
5959944 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
COUNT: 155
WAC: 7.567798147
WAM: 174.4753018
WALTV: 65.99472427
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: ____________________________________
Servicer
Loan No.: ____________________________________
Custodian/Trust Administrator
Name: ____________________________________
Address: ____________________________________
____________________________________
Custodian/Trustee
Mortgage File No.: ____________________________________
Seller
Name: ____________________________________
Address: ____________________________________
____________________________________
Certificates: Mortgage Pass-Through Certificates,
Series 2001-12
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trust Administrator for the Holders
of Mortgage Pass-Through Certificates, Series 2001-12, 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 May 25, 2001 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 20__, in the original principal
sum of $___________, made by ____________________, payable to, or endorsed
to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at page/image
____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State
of _____________________ in book/reel/docket ____________________ of
official records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the
Mortgage Loan relating to the Documents has been liquidated and the
proceeds thereof have been remitted to the Certificate Account and
except as expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all
other property in the Master Servicer's possession, custody or
control.
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
By:____________________________________
Name:
Title:
Date: ________________, 20__
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED,
AND FOR NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
[ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Wells Fargo Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2001-12, Class
[I-A-R][I-A-LR] Certificate (the "Class [I-A-R][I-A-LR] Certificate") for the
account of, or as agent (including a broker, nominee, or other middleman) for,
any person or entity from which it has not received an affidavit substantially
in the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class
[I-A-R][I-A-LR] Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class [I-A-R][I-A-LR] Certificate in excess of
cash flows generated by the Class [I-A-R][I-A-LR] Certificate.
6. That the Purchaser will not transfer the Class [I-A-R][I-A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class
[I-A-R][I-A-LR] Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the Trust
Administrator 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 Trust
Administrator an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class [I-A-R][I-A-LR] Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class [I-A-R][I-A-LR] Certificate will
not be disregarded for federal income tax purposes. "U.S. Person" means a
citizen or resident of the United States, a corporation or partnership (unless,
in the case of a partnership, Treasury regulations are adopted that provide
otherwise) created or organized in or under the laws of the United States, any
state thereof or the District of Columbia, including an entity treated as a
corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class I-A-R Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the [Upper-Tier
REMIC][Lower-Tier REMIC] pursuant to Section 8.14 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 20__.
[Name of Purchaser]
By:____________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of __________, 20__.
____________________________________
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 20__.
EXHIBIT I
[Letter from Transferor of Class [I-A-R][I-A-LR] Certificate]
[Date]
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Re: Wells Fargo Asset Securities Corporation,
Series 2001-12, Class [I-A-R][I-A-LR]
-----------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
______________________
EXHIBIT J
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-12
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 2001-12,
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 May 25, 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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-12.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [B-4] [B-5] [B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [B-4] [B-5] [B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
(c) [The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[B-4] [B-5] [B-6] Certificates; the Purchaser has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an investment
in the Class [B-4] [B-5] [B-6] Certificates and can afford a complete loss of
such investment.]
[(d) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(e) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated _______________, relating to the
Class [B-4] [B-5] [B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [B-4] [B-5] [B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [B-4] [B-5] [B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [B-4] [B-5] [B-6] Certificates. The Purchaser will not
use or disclose any information it receives in connection with its purchase of
the Class [B-4] [B-5] [B-6] Certificates other than in connection with a
subsequent sale of Class [B-4] [B-5] [B-6] Certificates.
(f) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-4] [B-5] [B-6] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4] [B-5] [B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trust Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as the Seller or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of counsel to
the effect that the proposed transfer will not cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trust
Administrator, the Trustee, the Seller or the Master Servicer to any obligation
in addition to those undertaken in the Pooling and Servicing Agreement
(including any liability for civil penalties or excise taxes imposed pursuant to
ERISA, Section 4975 of the Code or Similar Law).
(g) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [B-4] [B-5] [B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [B-4] [B-5] [B-6] Certificates.
(a) The Purchaser understands that the Class [B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-4][B-5][B-6] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor the Trust
Administrator is under any obligation to register the Class [B-4][B-5][B-6]
Certificates or make an exemption available. In the event that such a transfer
is to be made in reliance upon an exemption from the Act or applicable state
securities laws, (i) the Trust Administrator shall require, in order to assure
compliance with such laws, that the Certificateholder's prospective transferee
certify to the Seller and the Trust Administrator as to the factual basis for
the registration or qualification exemption relied upon, and (ii) unless the
transferee is a "Qualified Institutional Buyer" within the meaning of Rule 144A
of the Act, the Trust Administrator or the Seller may, if such transfer is made
within three years from the later of (a) the Closing Date or (b) the last date
on which the Seller or any affiliate thereof was a holder of the Certificates
proposed to be transferred, require an Opinion of Counsel that such transfer may
be made pursuant to an exemption from the Act and state securities laws, which
Opinion of Counsel shall not be an expense of the Trust Administrator, the
Master Servicer or the Seller. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trust
Administrator, the Master Servicer, any Paying Agent acting on behalf of the
Trust Administrator and the Seller against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class [B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trust Administrator with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:____________________________________
Its:___________________________________
EXHIBIT K
[Reserved]
EXHIBIT L
SERVICING AGREEMENTS
WFHM Servicing Agreement
National City Mortgage Co. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
Washington Mutual Bank, F.A. Servicing Agreement
HSBC Mortgage Corporation (USA) Servicing Agreement
HomeSide Lending Inc. Servicing Agreement
Chase Manhattan Mortgage Corporation Servicing Agreement
Chevy Chase Bank, F.S.B. Servicing Agreement
Colonial Savings F.A. Servicing Agreement
Hibernia National Bank Servicing Agreement
Cendant Mortgage Corporation Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
First Horizon Home Loan Corporation Servicing Agreement
Fleet Mortgage Corp. Servicing Agreement
First Nationwide Mortgage Corporation Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
Columbia National, Inc. Servicing Agreement
SunTrust Mortgage, Inc. 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 2001-12, Class ____ (the "Class B Certificates"). The Class B
Certificates were issued pursuant to a Pooling and Servicing Agreement dated as
of May 25, 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 Trust Administrator and the United States
Trust Company of New York, as Trustee.
________________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least P-1 by Moody's Investors Service, Inc.
("Moody's") or at least F-1 by Fitch, Inc. ("Fitch") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least AA by Fitch or
Moody's, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least A-1 by Moody's or F-1 by Fitch or (z) the depository institution or trust
company is one that is acceptable to either Moody's or Fitch and, for each of
the preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in accordance with Section
2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed
with the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
or more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Wells Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-12. Amounts held in the Collateral Fund
shall continue to be the property of the Purchaser, subject to the first
priority security interest granted hereunder for the benefit of the
Certificateholders, until withdrawn from the Collateral Fund pursuant to Section
2.02 or 2.03 hereof. The Collateral Fund shall be an "outside reserve fund"
within the meaning of the REMIC Provisions, beneficially owned by the Purchaser
for federal income tax purposes. All income, gain, deduction or loss with
respect to the Collateral Fund shall be that of the Purchaser. All distributions
from the Trust Fund to the Collateral Fund shall be treated as distributed to
the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 Notices
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Wells Fargo Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
_____________________________
_____________________________
_____________________________
Attention: __________________
Section 4.05 Severability of Provisions
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 Successors and Assigns
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07 Article and Section Headings
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Wells Fargo Bank Minnesota, National
Association
By:____________________________________
Name:
Title:
_____________________________
By:____________________________________
Name:
Title:
SCHEDULE I
Wells Fargo Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2001-12
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
WFHM (Exhibits F-1A and F-1B) Prior Month Prior Month
WFHM (Exhibits F-2A, F-2B and F-2C) Mid-Month Mid-Month
HSBC Mortgage Corporation (USA) Mid-Month Prior Month
HomeSide Lending, Inc. Mid-Month Prior Month
Fleet Mortgage Corp. Mid-Month Prior Month
First Union Mortgage Corporation Mid-Month Prior Month
Chase Manhattan Mortgage Corporation Mid-Month Prior Month
First Nationwide Mortgage Corporation Mid-Month Prior Month
National City Mortgage Co. Mid-Month Prior Month
First Horizon Home Loan Corporation Mid-Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Washington Mutual Bank, FA Mid-Month Prior Month
The Huntington Mortgage Company Mid-Month Prior Month
Hibernia National Bank Mid-Month Prior Month
Colonial Savings, F.A. Mid-Month Prior Month
Columbia National, Inc. Mid-Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
Cendant Mortgage Corporation Mid-Month Prior Month
Chevy Chase Bank, F.S.B. Mid-Month Prior Month
