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WELLS FARGO ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of April 27, 2000
$260,656,649.14
Mortgage Pass-Through Certificates
Series 2000-1
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<PAGE>
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions...................................................
Section 1.02 Acts of Holders...............................................
Section 1.03 Effect of Headings and Table of Contents......................
Section 1.04 Benefits of Agreement.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by Trustee.........................................
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller...................................................
Section 2.04 Execution and Delivery of Certificates........................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date............................
Section 2.06 Optional Substitution of Mortgage Loans.......................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account...........................................
Section 3.02 Permitted Withdrawals from the Certificate Account............
Section 3.03 Advances by Master Servicer and Trustee.......................
Section 3.04 Trustee to Cooperate; Release of Owner Mortgage Loan
Files........................................................
Section 3.05 Reports to the Trustee; Annual Compliance Statements..........
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan.........................................................
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions..........................................
Section 3.08 Oversight of Servicing........................................
Section 3.09 Termination and Substitution of Servicing Agreements..........
Section 3.10 Application of Net Liquidation Proceeds.......................
Section 3.11 Act Reports...................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.................................................
Section 4.02 Allocation of Realized Losses.................................
Section 4.03 Paying Agent..................................................
Section 4.04 Statements to Certificateholders; Report to the Trustee
and the Seller...............................................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..............................................
Section 5.02 Registration of Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04 Persons Deemed Owners.........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses.....
Section 5.06 Maintenance of Office or Agency...............................
Section 5.07 Definitive Certificates.......................................
Section 5.08 Notices to Clearing Agency....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...............
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer.....................................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others..........................................
Section 6.04 Resignation of the Master Servicer............................
Section 6.05 Compensation to the Master Servicer...........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.........
Section 6.07 Indemnification of Trustee and Seller by Master Servicer......
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.............................................
Section 7.02 Other Remedies of Trustee.....................................
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default......................................
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default........................................
Section 7.05 Trustee to Act; Appointment of Successor......................
Section 7.06 Notification to Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.............................................
Section 8.02 Certain Matters Affecting the Trustee.........................
Section 8.03 Trustee Not Required to Make Investigation....................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 8.05 Trustee May Own Certificates..................................
Section 8.06 The Master Servicer to Pay Fees and Expenses..................
Section 8.07 Eligibility Requirements......................................
Section 8.08 Resignation and Removal.......................................
Section 8.09 Successor.....................................................
Section 8.10 Merger or Consolidation.......................................
Section 8.11 Authenticating Agent..........................................
Section 8.12 Separate Trustees and Co-Trustees.............................
Section 8.13 Appointment of Custodians.....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions.................
Section 8.15 Monthly Advances..............................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of
All Mortgage Loans...........................................
Section 9.02 Additional Termination Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.....................................................
Section 10.02 Recordation of Agreement......................................
Section 10.03 Limitation on Rights of Certificateholders....................
Section 10.04 Governing Law; Jurisdiction...................................
Section 10.05 Notices.......................................................
Section 10.06 Severability of Provisions....................................
Section 10.07 Special Notices to Rating Agencies............................
Section 10.08 Covenant of Seller............................................
Section 10.09 Recharacterization............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 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.....................................
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EXHIBITS
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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-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-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-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 2000-1 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Group I Mortgage Loans Serviced by
WFHM from locations other than Frederick,
Maryland
EXHIBIT F-1B - Schedule of Group II Mortgage Loans Serviced by
WFHM from locations other than Frederick,
Maryland
EXHIBIT F-2A - Schedule of Group I Mortgage Loans Serviced by
WFHM in Frederick, Maryland
EXHIBIT F-2B - Schedule of Group II Mortgage Loans Serviced by
WFHM in Frederick, Maryland
EXHIBIT F-3A - Schedule of Group I Mortgage Loans Serviced by
Other Servicers
EXHIBIT F-3B - Schedule of Group II Mortgage Loans Serviced by
Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of April 27, 2000
executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and FIRST UNION NATIONAL
BANK, as Trustee.
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Directed Certificates: The Class I-A-1 and Class I-A-2
Certificates.
Accretion Termination Date: The earlier to occur of (i) the
Distribution Date following the Distribution Date on which the Principal
Balances of the Accretion Directed Certificates have been reduced to zero or
(ii) the Cross-Over Date.
Accrual Certificates: The Class I-A-5 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to
the Accretion Termination Date, an amount equal to the sum of (i) the Group I-A
Interest Percentage of the Accrual Certificates of the Current Group I-A
Interest Distribution Amount and (ii) the Group I-A Interest Shortfall
Percentage of the Accrual Certificates of the amount distributed in respect of
the Classes of Class A Certificates pursuant to Clause (i) Paragraph second
Clause (A) of Section 4.01(a) on such Distribution Date. As to any Distribution
Date on or after the Accretion Termination Date, zero.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Aggregate Class A Principal Balance and 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 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) 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 in the month preceding the month of 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 Clause (i) Paragraph fourth of Section 4.01(a) 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 Cross-Over Date and on or after
the Distribution Date on which the Principal Balance of each Class of Group I-A
Certificates (other than the Class I-A-PO Certificates) has been reduced to
zero, a fraction, the numerator of which is the Class B Loan Group I Optimal
Principal Amount for such Class and the denominator of which is the applicable
Class B Optimal Principal Amount without regard to the proviso thereto or (ii)
any Distribution Date occurring prior to the Cross-Over Date and on or after the
Distribution Date on which the Principal Balance of each Class of Group II-A
Certificates (other than the Class II-A-PO Certificates) has been reduced to
zero, a fraction, the numerator of which is the Class B Loan Group II Optimal
Principal Amount for such Class and the denominator of which is the applicable
Class B Optimal Principal Amount without regard to the proviso thereto.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
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 and Class II-A-1 Certificates, beneficial ownership and
transfers of which shall be evidenced by, and made through, book entries by the
Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained
by the Master Servicer in the name of the Master Servicer on behalf of the
Trustee pursuant to Section 3.01. The Certificate Account shall be an
Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section
5.02. The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-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
Trustee and authenticated by the Trustee 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
Trustee and authenticated by the Trustee 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
Trustee and authenticated by the Trustee 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-PO Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-PO and Exhibit C hereto.
Class I-A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over 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
Clause (i) Paragraph third Clause (A) of Section 4.01(a) 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 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) amounts
distributed on the Class I-A-PO Certificates on prior Distribution Dates
pursuant to Clause (i) Paragraph fourth Clause (A) of Section 4.01(a). On and
after the Cross-Over 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 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 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 month preceding the month of 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 month
preceding the month in which 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 Trustee in
respect of such Group I Mortgage Loan.
Class I-A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-I-A-R and Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the Class
I-A-R Certificate.
Class II-A-1 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a Class
II-A-1 Certificate.
Class II-A-PO Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-PO and Exhibit C hereto.
Class II-A-PO Certificateholder: The registered holder of a Class
II-A-PO Certificate.
Class II-A-PO Deferred Amount: For any Distribution Date prior to
the Cross-Over 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 Certificates for all prior Distribution Dates exceeded the amounts
distributed on the Class II-A-PO Certificates on such prior Distribution Dates
pursuant to Clause (i) Paragraph third Clause (B) of Section 4.01(a) 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 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) amounts distributed on the Class II-A-PO Certificates on prior
Distribution Dates pursuant to Clause (i) Paragraph fourth Clause (B) of Section
4.01(a). On and after the Cross-Over 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 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 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 month preceding the month of 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 month
preceding the month in which 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
Trustee in respect of such Group II Mortgage Loan.
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 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 and Class I-A-R Certificates, 7.750% per annum.
As to the Class II-A-1 Certificates, 7.000% 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 (or in the case of the Accrual Certificates
prior to the Accretion Termination Date, the amount included in the Accrual
Distribution Amount pursuant to clause (ii) of the definition thereof) on prior
Distribution Dates pursuant to Clause (i) Paragraph second of Section 4.01(a).
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: As 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: As 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 Loss Percentage: As 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 May 2000, 7.3171958248% per annum. With respect to each succeeding
Distribution Date, a per annum rate equal to the weighted average of 7.750% for
Loan Group I and 7.000% for Loan Group II, weighted on the basis of the Group
Subordinate Amount for each Loan Group.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Principal Distribution Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal
Distribution Amounts.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Clause (ii) Paragraphs first, second and third of Section 4.01(a).
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 Clause (ii)
Paragraph first of Section 4.01(a).
Class B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, 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 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 of all Unscheduled
Principal Receipts 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 of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of 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 of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-1 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-1 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts 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 Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Sections 2.02 or 2.03; and
(iv) the Group II Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to 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 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 month
preceding the month of 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
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan;
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 Clause (ii) Paragraph third of Section
4.01(a) 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 Clause (ii) Paragraph third of Section 4.01(a).
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
Clause (ii) Paragraph second of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Clause (ii) Paragraphs fourth, fifth and sixth of Section 4.01(a).
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 Clause (ii)
Paragraph fourth of Section 4.01(a).
Class B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, 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 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 of all Unscheduled
Principal Receipts 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 of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of 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 of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-2 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-2 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts 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 Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Sections 2.02 or 2.03; and
(iv) the Group II Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to 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 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 month
preceding the month of 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
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan;
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 Clause (ii) Paragraph sixth of Section
4.01(a) 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 Clause (ii) Paragraph sixth of Section 4.01(a).
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
Clause (ii) Paragraph fifth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Clause (ii) Paragraphs seventh, eighth and ninth of Section 4.01(a).
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 Clause (ii)
Paragraph seventh of Section 4.01(a).
Class B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, 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 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 of all Unscheduled
Principal Receipts 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 of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of 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 of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-3 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-3 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts 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 Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Sections 2.02 or 2.03; and
(iv) the Group II Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to 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 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 month
preceding the month of 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
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan;
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 Clause (ii) Paragraph ninth of Section
4.01(a) 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 Clause (ii) Paragraph ninth of Section 4.01(a).
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
Clause (ii) Paragraph eighth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Clause (ii) Paragraphs tenth, eleventh, and twelfth of Section 4.01(a).
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 Clause (ii)
Paragraph tenth of Section 4.01(a).
Class B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, 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 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 of all Unscheduled
Principal Receipts 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 of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of 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 of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-4 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-4 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts 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 Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Sections 2.02 or 2.03; and
(iv) the Group II Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to 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 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 month
preceding the month of 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
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan;
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 Clause (ii) Paragraph twelfth of Section
4.01(a) 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 Clause (ii) Paragraph twelfth of Section 4.01(a).
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
Clause (ii) Paragraph eleventh of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Clause (ii) Paragraphs thirteenth, fourteenth, and fifteenth of Section 4.01(a).
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 Clause (ii)
Paragraph thirteenth of Section 4.01(a).
Class B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, 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 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 of all Unscheduled
Principal Receipts 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 of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of 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 of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-5 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-5 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts 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 Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Sections 2.02 or 2.03; and
(iv) the Group II Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to 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 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 month
preceding the month of 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
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan;
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 Clause (ii) Paragraph fifteenth of Section
4.01(a) 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 Clause (ii) Paragraph fifteenth of Section 4.01(a).
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
Clause (ii) Paragraph fourteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Clause (ii) Paragraphs sixteenth, seventeenth and eighteenth of Section 4.01(a).
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 Clause (ii)
Paragraph sixteenth of Section 4.01(a).
Class B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, 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 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 of all Unscheduled
Principal Receipts 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 of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of 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 of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-6 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-6 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts 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 Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Sections 2.02 or 2.03; and
(iv) the Group II Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such Mortgage Loan.
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to 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 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 month
preceding the month of 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
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan;
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 Clause (ii) Paragraph eighteenth of Section
4.01(a) 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 Clause (ii) Paragraph eighteenth of Section 4.01(a).
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
Clause (ii) Paragraph seventeenth of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as set forth in Section 11.18.
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: As 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 Trustee, at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this instrument is located at 401
South Tryon Street, NC 1179, Charlotte, North Carolina 28202.
Cross-Over 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%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over 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.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group I-A
Certificates pursuant to Clause (i) Paragraph first Clause (A) of Section
4.01(a) 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 Clause (i) Paragraph first Clause (B) of Section
4.01(a) 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 Clause (ii) Paragraphs first, fourth, seventh, tenth, thirteenth and
sixteenth of Section 4.01(a) 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 Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of the Trustee. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A 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.
Dual Collateral Pledge Agreement: As defined in the MSDW
Servicing Agreement.
Due Date: With respect to any Mortgage Loan, the day of the month
in which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of 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 Cross-Over 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 Cross-Over Date will
be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized and as to
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, (i) if the Aggregate Current Special Hazard Losses with
respect to such Distribution Date exceed the then-applicable Special Hazard Loss
Amount, then the portion of such Special Hazard Loss represented by the ratio of
(a) the excess of the Aggregate Current Special Hazard Losses over the
then-applicable Special Hazard Loss Amount, divided by (b) the Aggregate Current
Special Hazard Losses, or (ii) if the Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Special Hazard Loss Amount, then zero. In addition, any Special
Hazard Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Special Hazard Loss.
Exhibit F-1A Mortgage Loan: Any of the Group I Mortgage Loans
identified in Exhibit F-1A hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02 or 2.06, which
Mortgage Loan is serviced in locations other than Frederick, Maryland under the
WFHM Servicing Agreement.
Exhibit F-1B Mortgage Loan: Any of the Group II Mortgage Loans
identified in Exhibit F-1B hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02 or 2.06, which
Mortgage Loan is serviced in locations other than Frederick, Maryland under the
WFHM Servicing Agreement.
Exhibit F-2A Mortgage Loan: Any of the Group I Mortgage Loans
identified in Exhibit F-2A hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02 or 2.06, which
Mortgage Loan is serviced in Frederick, Maryland under the WFHM Servicing
Agreement.
Exhibit F-2B Mortgage Loan: Any of the Group II Mortgage Loans
identified in Exhibit F-2B hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02 or 2.06, which
Mortgage Loan is serviced in Frederick, Maryland under the WFHM Servicing
Agreement.
Exhibit F-3A Mortgage Loan: Any of the Group I Mortgage Loans
identified in Exhibit F-3A hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Exhibit F-3B Mortgage Loan: Any of the Group II Mortgage Loans
identified in Exhibit F-3B hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage 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 May 25, 2030,
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 May 25, 2015.
Fitch: Fitch IBCA, 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) 7.750%, (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) 7.000%, (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)
7.750%, (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) 7.000%, (b) the
applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
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 $5,213,132.98 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 Cross-Over 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 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 month preceding the month in which such Distribution Date occurs.
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 month
preceding such Distribution Date.
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 and in the case of a Class of Class B Certificates, the
Apportioned Interest Accrual Amount for the Group I Apportioned Principal
Balance of such Class by (b) the Group I Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group I Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group I Class B Percentage: Any one of the Group I Class B-1
Percentage, Group I Class B-2 Percentage, Group I Class B-3 Percentage, Group I
Class B-4 Percentage, Group I Class B-5 Percentage or Group I Class B-6
Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class B-1
Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class
B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I
Class B-5 Prepayment Percentage or Group I Class B-6 Prepayment Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group I Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group I Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group I Subordinated
Prepayment Percentage by either (i) if any Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group I Class B-2 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-2 Percentage for such Distribution Date will be zero.
Group I Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-3 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-3 Percentage for such Distribution Date will be zero.
Group I Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-4 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-4 Percentage for such Distribution Date will be zero.
Group I Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-5 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-5 Percentage for such Distribution Date will be zero.
Group I Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-6 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-6 Percentage for such Distribution Date will be zero.
Group I Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a Net
Mortgage Interest Rate of less than 7.750%.
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-1, F-2A 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 Holders of the Group I-A Certificates and
Class B Certificates on such Distribution Date, which shall be the sum of (i)
all previously undistributed payments or other receipts on account of principal
and interest on or in respect of the Group I Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group I Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group I Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group I
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03, and (iii) all other amounts with respect to a Group I Mortgage Loan
required to be placed in the Certificate Account by the Servicer on or before
the applicable Remittance Date or by the Master Servicer or the Trustee on or
prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by
the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular Group
I Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group I Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
with respect to Group I Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Due 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 Due 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 Mortgage Loan, other than a
Liquidated 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 y(i) and y(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 Mortgage Loan, other than a
Liquidated 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 y(ii) and
y(iii) of the definition of Group I-A Non-PO Optimal Principal Amount, but
without such amount being multiplied by the 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 month preceding the month in which such Distribution Date
occurs.
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
month preceding 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 7.000%.
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-2B 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 Holders of the Group II-A Certificates
and Class B Certificates on such Distribution Date, which shall be the sum of
(i) all previously undistributed payments or other receipts on account of
principal and interest on or in respect of the Group II Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Group II
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made with respect to Group II Mortgage Loans by
a Servicer pursuant to the related Servicing Agreement or Periodic Advances with
respect to Group II Mortgage Loans made by the Master Servicer or the Trustee
pursuant to Section 3.03 and (iii) all other amounts with respect to a Group II
Mortgage Loan required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group II Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by
the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular Group
II Mortgage Loan which represent (i) the Fixed Retained Yield, if any,
(ii) the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group II Mortgage Loans due after the Due Date occurring in
the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
with respect to Group II Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Due 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 Due 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-PO or Class I-A-R 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 Clause
(i) Paragraphs first Clause (A), second Clause (A) and third Clause (A)(1) of
Section 4.01(a). As to any Distribution Date and the Class I-A-PO Certificates,
the amount distributable to the Class I-A-PO Certificates pursuant to Clause (i)
Paragraphs third Clause (A)(2) and fourth Clause (A) of Section 4.01(a) 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 Group I-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Clause (i) Paragraph first Clause (A) of Section 4.01(a) including, in the case
of the Accrual Certificates prior to the Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof.
Group I-A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Principal Balances of the Group I-A Certificates
(other than the Accrual Certificates and the Class I-A-PO Certificates) and (ii)
with respect to the Accrual Certificates, the lesser of the Principal Balance of
the Accrual Certificates and the Original Principal Balance of the Accrual
Certificates.
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 (or, in
the case of the Accrual Certificates, the Original Principal Balance of such
Class, if lower) by the Group I-A Loss Denominator (determined without regard to
any such Principal Balance of any Class of Group I-A Certificates not then
outstanding), in each case determined as of the preceding Determination Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group I-A Interest Accrual Amount,
(ii) the Aggregate Group I-A Unpaid Interest Shortfall and (iii) the Group I-A
Non-PO Optimal Principal Amount.
Group I-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, 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 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 month preceding the month
of 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
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan.
Group I-A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Group I-A Certificates
pursuant to Clause (i) Paragraph third Clause (A)(1) of Section 4.01(a).
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 sum of (i) the Accrual Distribution Amount, if any, with
respect to such Distribution Date and (ii) the Group I-A Non-PO Principal Amount
with respect to such Distribution Date.
Group I-A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over 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 Cross-Over 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 April 2005, 100%. As to any Distribution Date
subsequent to April 2005 to and including the Distribution Date in April 2006,
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 April 2006 to and including the Distribution Date in April
2007, 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 April 2007 to and including the Distribution
Date in April 2008, 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 April 2008 to and including the Distribution
Date in April 2009, 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 April 2009, 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 April 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," as applicable, 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 May 2005 and April 2006 (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 May 2006 and April 2007, (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 May 2007 and April 2008, (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
May 2008 and April 2009, 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 May 2009. With
respect to any Distribution Date on which the Group I-A Prepayment Percentage is
reduced below the Group I-A Prepayment Percentage for the prior Distribution
Date, the Master Servicer shall certify to the Trustee, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the 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-PO Certificates and Class I-A-R Certificate.
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 or Class II-A-PO
Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates (other than the Class II-A-PO Certificates),
the amount distributable to such Class of Group II-A Certificates pursuant to
Clause (i) Paragraphs first Clause (B), second Clause (B) and third Clause
(B)(1) of Section 4.01(a). As to any Distribution Date and the Class II-A-PO
Certificates, the amount distributable to the Class II-A-PO Certificates
pursuant to Clause (i) Paragraphs third Clause (B)(2) and fourth Clause (B) of
Section 4.01(a) 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 Clause (i) Paragraph first Clause (B) of Section 4.01(a).
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, 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 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 month preceding
the month of 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
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan.
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 Clause (i) Paragraph third Clause (B)(1) of
Section 4.01(a).
Group II-A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over 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 Cross-Over 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 April 2005, 100%. As to any Distribution Date
subsequent to April 2005 to and including the Distribution Date in April 2006,
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 April 2006 to and including the Distribution Date in April
2007, 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 April 2007 to and including the Distribution
Date in April 2008, 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 April 2008 to and including the Distribution
Date in April 2009, 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 April 2009, 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 April 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," as applicable, 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 May 2005 and April 2006 (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 May 2006 and April 2007, (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 May 2007 and April 2008, (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
May 2008 and April 2009, 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 May 2009. With
respect to any Distribution Date on which the Group II-A Prepayment Percentage
is reduced below the Group II-A Prepayment Percentage for the prior Distribution
Date, the Master Servicer shall certify to the Trustee, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the 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.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class I-A-PO and Class II-A-PO
Certificates), (i) the product of (a) 1/12th of the Class A Pass-Through Rate
for such Class and (b) the Principal Balance of such Class as of the
Determination Date 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 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 or Group II-A Certificates, as applicable, on or after the
Cross-Over Date pursuant to Section 4.02(e) and (C) the Group I-A Interest
Percentage or Group II-A Interest Percentage of such Class of any Non-Supported
Interest Shortfall allocated to the Class A Certificates 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 pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group: Either 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.
Master Servicer: Norwest 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 11.23.
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 Additional Collateral: The Additional Collateral, as
defined in the MLCC Servicing Agreement.
MLCC Additional Collateral Mortgage Loans: The Additional
Collateral Mortgage Loans, as defined in the MLCC Servicing Agreement.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan
purchase agreement dated as of April 1, 1998 between Merrill Lynch Credit
Corporation, as seller, and Wells Fargo Funding, Inc., as purchaser.
MLCC Servicing Agreement: The Servicing Agreement, dated April 1,
1998 between Merrill Lynch Credit Corporation, as Servicer and WFHM, as owner.
MLCC Surety Bond: The Surety Bond, as defined in the MLCC
Servicing Agreement.
Mortgage 100sm Pledge Agreement: As defined in the MLCC
Servicing Agreement.
Month End Interest: As defined in each Servicing Agreement or
with respect to the MLCC 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.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of April 27, 2000 between WFHM, as seller, and the Seller, as
purchaser.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage
Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2A, F-2B, 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, if applicable; and
(xvi) for each Exhibit F-3A or F-3B 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.
MSDW Additional Collateral: The Additional Collateral, as
defined in the MSDW Servicing Agreement.
MSDW Additional Collateral Mortgage Loans: The Additional
Collateral Mortgage Loans, as defined in the MSDW Servicing Agreement.
MSDW Servicing Agreement: The Servicing Agreement, dated January 29,
1999 between Morgan Stanley Dean Witter (formerly known as NOVUS Financial
Corporation), as servicer and WFHM, as owner.
MSDW Surety Bond: The Surety Bond, as defined in the MSDW
Servicing Agreement.
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 11.22
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.23 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 7.750% or 7.000%, respectively.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Group I-A Certificates and Group II-A
Certificates according to the percentage obtained by dividing the Group I-A
Non-PO Principal Balance or Group II-A Non-PO Principal Balance, as applicable,
by the Aggregate Non-PO Principal Balance and (b) the Class B Certificates
according to the percentage obtained by dividing the Class B Principal Balance
by the Aggregate Non-PO Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of 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 11.07.
Original Aggregate Subordinate Percentage: The Aggregate
Subordinate Percentage as of the Cut-Off Date, as set forth in Section 11.08.
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 11.10.
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 11.11.
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 11.09.
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 11.13.
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 11.14.
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 11.15.
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 11.16.
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 11.17.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
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 11.12.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicing Agreements: The Servicing Agreements other than
the WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements or, in the case of each Mortgage Loan serviced by
Bank United or Merrill Lynch Credit Corporation, the documents specified in the
Bank United Mortgage Loan Sale Agreement and 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 MLCC Servicing Agreement.
Parent Power(R)Guaranty and Security Agreement for Security
Account: As defined in the MLCC 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 Trustee, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section
4.03(b).
Percentage Interest: With respect to a Class A Certificate 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 a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Scheduled Principal Balance: The sum of the Group I Pool
Scheduled Principal Balance and Group II Pool Scheduled Principal Balance.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Distribution Date Occurring In Prepayment Shift Percentage
------------------------------ ---------------------------
May 2000 through April 2005................... 0%
May 2005 through April 2006................... 30%
May 2006 through April 2007................... 40%
May 2007 through April 2008................... 60%
May 2008 through April 2009................... 80%
May 2009 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) 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, the Original Principal Balance of such Class. As
of any subsequent Determination Date prior to the Cross-Over Date and as to any
Class of Class A Certificates (other than the Class I-A-PO and Class II-A-PO
Certificates), the Original Principal Balance of such Class (increased in the
case of the Accrual Certificates by the Accrual Distribution Amount with respect
to prior Distribution Dates for such Accrual Certificates) less the sum of (a)
all amounts previously distributed in respect of such Class on prior
Distribution Dates (i) pursuant to Clause (i) Paragraph third clauses (A)(1) and
(B)(1) of Section 4.01(a), (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 Cross-Over 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.
As of any subsequent Determination Date prior to the Cross-Over 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 Clause (i) Paragraphs third clause (A)(2) and fourth Clause
(A) of Section 4.01(a) or all amounts previously distributed in respect of the
Class II-A-PO Certificates on prior Distribution Dates pursuant to Clause (i)
Paragraphs third clause (B)(2) and fourth Clause (B) of Section 4.01(a), 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 Cross-Over Date, the Group I Adjusted Pool Amount
(PO Portion) or Group II Adjusted Pool Amount (PO Portion), as applicable, for
the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class will
be increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance (plus any Accrual Distribution
Amounts previously added to the Principal Balance of the Accrual Certificates)
less all amounts previously distributed in respect of such Class on prior
Distribution Dates pursuant to Clause (i) of Paragraph third Clauses (A)(1) or
(B)(1) of Section 4.01(a), Clause (i) of Paragraph third Clauses (A)(2) or
(B)(2) of Section 4.01(a), or Clause (ii) Paragraphs third, sixth, ninth,
twelfth, fifteenth or eighteenth of Section 4.01(a).
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 means 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)
Group I Scheduled Principal Amount and (B) the product of (1) 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 Pool Balance (Non-PO Portion).
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated April 24, 2000 as supplemented by
the prospectus supplement dated April 24, 2000, relating to the Class A, Class
B-1, Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in
each Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates are S&P and
Fitch. The Rating Agency for the Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates is Fitch. If any such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean A-1+ in the
case of S&P 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 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 in the month preceding the month of 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.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the
form attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
S&P: Standard & Poor's.
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: Wells 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, Merrill Lynch Credit Corporation, Morgan
Stanley Dean Witter Credit Corporation, National City Mortgage Co., Chevy
Chase Bank, F.S.B., Downey Savings & Loan Association, F.A., Brenton
Mortgages, Inc., The Huntington Mortgage Company, America First Credit Union,
SunTrust Mortgage, Inc., Countrywide Home Loans, Inc., Columbia National,
Inc. and First Horizon Home Loan Corporation, as Servicer under the related
Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth
in Section 11.22.
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
Distribution Date Occurring In Shift Percentage
------------------------------ ----------------
May 2000 through April 2005................... 0%
May 2005 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
11.21.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part
of the Trustee or the Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof
ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $2,606,566.50 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and or after the
Cross-Over 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.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trustee to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Union National Bank, a national banking association
with its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
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.
U.S. Person: As defined in Section 4.01(f).
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 Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Group
I-A Principal Balance, the Group II-A Principal Balance and the Class B
Principal Balance. Each Certificateholder of a Class will have a Voting Interest
equal to the product of the Voting Interest to which such Class is collectively
entitled and the Percentage Interest in such Class represented by such Holder's
Certificates. With respect to any provisions hereof providing for action,
consent or approval of each Class of Certificates or specified Classes of
Certificates, each Certificateholder of a Class will have a Voting Interest in
such Class equal to such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
WFHM: Wells 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 Exhibit F-1 Mortgage Loans, Exhibit F-2A Mortgage Loans and
Exhibit F-2B Mortgage Loans initially by WFHM.
SECTION 1.02. ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
SECTION 1.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04. BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES SECTION
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 MLCC Additional Collateral Mortgage Loan, (e) all of the
Seller's right, title and interest in and to each Dual Collateral Pledge
Agreement with respect to each MSDW Additional Collateral Mortgage Loan and (f)
proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by WFHM or the applicable WFHM
Correspondent to be a true and complete copy of the document sent for recording,
and the Seller shall use its best efforts to cause each such original recorded
document or certified copy thereof to be delivered to the Trustee promptly
following its recordation, but in no event later than one (1) year following the
Closing Date. If any Mortgage has been recorded in the name of Mortgage
Electronic Registration System, Inc. ("MERS") or its designee, no assignment of
Mortgage in favor of the Trustee will be required to be prepared or delivered
and instead, the Master Servicer shall take all actions as are necessary to
cause the Trust Estate to be shown as the owner of the related Mortgage Loan on
the records of MERS for the purpose of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. The Seller shall also
cause to be delivered to the Trustee any other original mortgage loan document
to be included in the Owner Mortgage Loan File if a copy thereof has been
delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trustee within one (1) year following the Closing Date any
original Mortgage or assignment of a Mortgage (except with respect to any
Mortgage recorded in the name of MERS) not delivered to the Trustee on the
Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, in the states as to
which the Trustee has received an Opinion of Counsel acceptable to it that such
recording is not required to make an assignment effective against the parties to
the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged
Property. In the event that the Master Servicer receives notice that recording
is required to protect the right, title and interest of the Trustee in and to
any such Mortgage Loan for which recordation of an assignment has not previously
been required, the Master Servicer shall promptly notify the Trustee and the
Trustee shall within five Business Days (or such other reasonable period of time
mutually agreed upon by the Master Servicer and the Trustee) of its receipt of
such notice deliver each previously unrecorded assignment to the related
Servicer for recordation.
SECTION 2.02. ACCEPTANCE BY TRUSTEE.
The Trustee acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments (unless the related Mortgage has been registered in
the name of MERS or its designee) and other documents required to be delivered
on the Closing Date pursuant to Section 2.01 above and declares that it holds
and will hold such documents and the other documents constituting a part of the
Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set
forth, for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate less any Fixed Retained Yield through the last day of the
month in which such repurchase takes place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for any Mortgage Loan to which such material defect relates, a new mortgage loan
(a "Substitute Mortgage Loan") having such characteristics so that the
representations and warranties of the Seller set forth in Section 2.03(b) hereof
(other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trustee and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited
in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the month of substitution shall not be part of the Trust
Estate. Upon receipt by the Trustee of written notification of any such deposit
signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the
case may be, the Trustee shall release to the Seller the related Owner Mortgage
Loan File and shall execute and deliver such instrument of transfer or
assignment (or, in the case of a Mortgage Loan registered in the name of MERS or
its designee, the Master Servicer shall take all necessary action to reflect
such assignment on the records of MERS), in each case without recourse, as shall
be necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trustee on behalf of the
Certificateholders. The failure of the Trustee to give any notice contemplated
herein within forty-five (45) days after the execution of this Agreement shall
not affect or relieve the Seller's obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02.
The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03. REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER
AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller has
full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC insuring the originator, its
successors and assigns, as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan and subject only to (A)
the lien of current real property taxes and assessments not yet due and
payable, (B) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording
of such Mortgage acceptable to mortgage lending institutions in the area
in which the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the related
Mortgage Loan, (C) liens created pursuant to any federal, state or local
law, regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like properties
are commonly subject which do not individually, or in the aggregate,
materially interfere with the benefits of the security intended to be
provided by the Mortgage; the Seller is the sole insured of such mortgagee
title insurance policy, the assignment to the Trustee of the Seller's
interest in such mortgagee title insurance policy does not require any
consent of or notification to the insurer which has not been obtained or
made, such mortgagee title insurance policy is in full force and effect
and will be in full force and effect and inure to the benefit of the
Trustee, no claims have been made under such mortgagee title insurance
policy, and no prior holder of the related Mortgage, including the Seller,
has done, by act or omission, anything which would impair the coverage of
such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if
the Mortgaged Property is a condominium unit, it is included under the
coverage afforded by a blanket policy for the project; if upon origination
of the Mortgage Loan, the improvements on the Mortgaged Property were in
an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in
such trust will not diminish any rights as a creditor including the right
to full title to the Mortgaged Property in the event foreclosure
proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice;
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate", receipt of which is hereby acknowledged,
Certificates in authorized denominations which 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 Certificate) 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 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 the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is May
25, 2030 for purposes of Code Section 860G(a)(1).
SECTION 2.06 OPTIONAL SUBSTITUTION OF MORTGAGE LOANS.
During the three-month period beginning on the Startup Date, the
Seller shall have the right, but not the obligation, in its sole discretion for
any reason, to substitute for any Group I or Group II Mortgage Loan a Substitute
Mortgage Loan meeting the requirements of Section 2.02. Any such substitution
shall be carried out in the manner described in Section 2.02. The Substitution
Principal Amount, if any, plus accrued interest thereon and the other amounts
referred to in Section 2.02, shall be deposited in the Certificate Account.
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements, any amounts received by it upon the
sale of any (A) MLCC 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
(B) MSDW Additional Collateral pursuant to the terms of the Dual Collateral
Pledge Agreement or any amounts received pursuant to the MLCC Surety Bond or the
MSDW 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 Trustee, if any and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Sections 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 2.06, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee
for any Periodic Advances determined in good faith to have become
Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee
(or, in certain cases, the Seller) for expenses incurred by it (including
taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;
(xii) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xiii) to pay to WFHM from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account. SECTION 3.03 ADVANCES BY
MASTER SERVICER AND TRUSTEE. (a) In the event an Other Servicer fails to make
any required Periodic Advances of principal and interest on a Mortgage Loan as
required by the related Other Servicing Agreement prior to the Distribution Date
occurring in the month during which such Periodic Advance is due, the Master
Servicer shall make Periodic Advances to the extent provided hereby. In
addition, if under the terms of an Other Servicing Agreement, the applicable
Servicer is not required to 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 Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of WFHM or such Other Servicer, as the case may be, (ii) the amount
actually advanced by WFHM or such Other Servicer, (iii) the amount that the
Trustee or Master Servicer is required to advance hereunder including any amount
the Master Servicer is required to advance pursuant to the second sentence of
this Section 3.03(a) and (iv) whether the Master Servicer has determined that it
reasonably believes that such Periodic Advance is a Nonrecoverable Advance.
Amounts advanced by the Trustee or Master Servicer shall be deposited in the
Certificate Account on the related Distribution Date. Notwithstanding the
foregoing, neither the Master Servicer nor the Trustee will be obligated to make
a Periodic Advance that it reasonably believes to be a Nonrecoverable Advance.
The Trustee may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate. (b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trustee that such failure has occurred.
Upon receipt of such certification, the Trustee shall advance such funds and
take such steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
SECTION 3.04 TRUSTEE TO COOPERATE; RELEASE OF OWNER MORTGAGE LOAN
FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trustee and the Trustee shall, within five Business Days, release
the related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of
such Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer
or such Servicer, as directed by the Master Servicer, court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE; ANNUAL COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current FNMA monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE
LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c) (i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing
the applicable Remittance Date to the 18th day of each month (or if such day is
not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an amendment
to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations 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 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 Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the 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 Trustee 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 Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor or (ii) 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 such Mortgage Loan
shall be 100% of the unpaid principal balance of such Mortgage Loan plus accrued
interest thereon at the Mortgage Interest Rate for such Mortgage Loan, through
the last day of the month in which such repurchase occurs. Upon the receipt of
such purchase price, the Master Servicer shall provide to the Trustee the
certification required by Section 3.04 and the Trustee and the Custodian, if
any, shall promptly release to the Seller the Owner Mortgage Loan File relating
to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
MLCC Additional Collateral and MSDW 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 either the MLCC Additional Collateral or the MSDW
Additional Collateral unless the Trustee 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) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) WFHM fails to make any advance, as a consequence of which the Trustee
is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee
provides WFHM written notice of the failure to make such advance and such
failure shall continue unremedied for a period of 15 days after receipt of such
notice, the Trustee shall terminate the WFHM Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class B-1, Class B-2 and Class B-3 Certificates pursuant to the Securities
Exchange Act of 1934, as amended.
<PAGE>
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, pro rata, based
upon their respective Interest Accrual Amounts, in an aggregate amount up to the
Group I-A Interest Accrual Amount with respect to such Distribution Date;
provided that prior to the Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of interest to the
Accrual Certificates pursuant to this provision will instead be distributed in
reduction of the Principal Balances of certain Classes of Group I-A
Certificates, in each case in accordance with Section 4.01(b) 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, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the Aggregate Group I-A Unpaid Interest Shortfall; provided that
prior to the Accretion Termination Date, an amount equal to the amount that
would otherwise be distributable in respect of unpaid interest shortfalls to the
Accrual Certificates pursuant to this provision will instead be distributed in
reduction of the Principal Balances of certain Classes of Group I-A
Certificates, in each case in accordance with Section 4.01(b) 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 Pool II 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.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class I-A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class I-A-PO
and Class II-A-PO Certificates) and any Class of Class B Certificates with a
lower numerical designation pro rata based on their outstanding Principal
Balances.
(b) (i) On each Distribution Date prior to the Cross-Over Date, the
Group I-A Non-PO Principal Distribution Amount will be allocated and 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:
I. On each Distribution Date occurring prior to the Accretion
Termination Date, the Accrual Distribution Amount will be allocated,
sequentially, to the Class I-A-2, Class I-A-1 and Class I-A-5
Certificates, in that order, until the Principal Balance of each
such Class has been reduced to zero; and
II. On each Distribution Date prior to the Cross-Over Date,
the Group I-A Non-PO Principal Amount will be allocated and
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-R Certificate, until the Principal
Balance thereof has been reduced to zero;
second, to the Class I-A-4 Certificates, the lesser of (i) the
Priority Amount and (ii) 98.6% of the Group I-A Non-PO Principal Amount;
third, sequentially, to the Class I-A-1, Class I-A-2, Class I-A-5
and Class I-A-3 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
amount calculated pursuant to priority second above for such Distribution Date,
until the Principal Balance thereof has been reduced to zero.
(iii) On each Distribution Date prior to the Cross-Over Date, the
Group II-A Non-PO Principal Distribution Amount will be distributed to the
Class II-A-1 Certificates, until the Principal Balance thereof has been
reduced to zero.
(iv) Notwithstanding the foregoing, (X) on any Distribution Date
occurring prior to the Cross-Over 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 200% of the Original Aggregate Subordinate
Percentage or (b) the average outstanding principal balance of the
Mortgage Loans in either 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 Class or Classes of
Class A Certificates (other than the Class I-A-PO Certificates or Class
II-A-PO Certificates, as applicable) 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 Principal Balance of each such
Class 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 Clause (ii) Paragraph eighteenth of 4.01(a)
above, second to the Class B-5 Certificates pursuant to Clause (ii)
Paragraph fifteenth of 4.01 (a) above, third to the Class B-4 Certificates
pursuant to Clause (ii) Paragraph twelfth of 4.01(a) above, fourth to the
Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth of 4.01(a)
above, fifth to the Class B-2 Certificates pursuant to Clause (ii)
Paragraph sixth of 4.01(a) above and sixth to the Class B-1 Certificates
pursuant to Clause (ii) Paragraph third of 4.01(a) above but in each case
only up to the applicable Apportioned Class B Principal Distribution
Amount for such Class of Class B Certificates and (Y) if on any
Distribution Date the Group I-A Non-PO Principal Balance or Group II-A
Non-PO Principal Balance (after giving effect to all distributions on such
Distribution Date) is greater than the Group I-A Pool Balance (Non-PO
Portion) or Group II-A Pool Balance (Non-PO Portion), respectively (the
Group I-A Certificates or Group II-A Certificates, as applicable, in such
instance, the "Undercollateralized Group"), the Class A Certificates
(other than the Class I-A-PO or Class II-A-PO Certificates, as applicable)
of the Undercollateralized Group will be entitled to receive first in
respect of any Class A Unpaid Interest Shortfalls therefor (including any
Group I Interest Shortfall Amount or Group II Interest Shortfall Amount,
as applicable, arising on such Distribution Date) and second as principal,
in addition to any principal payments described in Section 4.01(a) 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 Clause (ii) Paragraph eighteenth of
4.01(a) above, second to the Class B-5 Certificates pursuant to Clause
(ii) Paragraph fifteenth of 4.01(a) above, third to the Class B-4
Certificates pursuant to Clause (ii) Paragraph twelfth of 4.01(a) above,
fourth to the Class B-3 Certificates pursuant to Clause (ii) Paragraph
ninth of 4.01(a) above, fifth to the Class B-2 Certificates pursuant to
Clause (ii) Paragraph sixth 4.01(a) above and sixth to the Class B-1
Certificates pursuant to Clause (ii) Paragraph third of 4.01(a) 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 Cross-Over 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 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 II Class B
Prepayment Percentage or Group II Class B Prepayment Percentage.
(e) 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 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(e) respecting the final
distribution in respect of any Class) either in immediately available funds by
wire transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.20, and has so notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution Date or, if such
Holder holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class 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 and
the Class B Distribution Amount with respect to each Class of Class B
Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class I-A-R Certificate) or the Principal Balance of any Class
of Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
(f) 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(f) 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 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 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 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 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 an Unscheduled Principal Receipt Period for Full
Unscheduled Principal Receipts that is a Prior Month Receipt Period and
Bankruptcy Losses will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer
in remitting any required amount; and (iii) at any time during the
continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all amounts held in trust by such Paying
Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS;
REPORT TO THE TRUSTEE AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(e), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Group I-A Interest Distribution Amount allocated to each Class of Group
I-A Certificates and Current Group II-A Interest Distribution Amount
allocated to each Class of Group II-A Certificates, (c) any Group I
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 for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of 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 II 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 (ii)
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) the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount, if any; and
(xxiv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class I-A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class I-A-R Certificate with a $200 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Group I-A Distribution Amount or Group II-A
Distribution Amount, as applicable, with respect to each Class of Class A
Certificates and the Class B Distribution Amount with respect to each Class of
Class B Certificates. The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee and the Paying Agent shall be
protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04,
the 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 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.
<PAGE>
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
Certificate, integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class (other than the Class I-A-R
Certificate) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class, as the case may
be), and shall be substantially in the respective forms set forth as Exhibits
A-I-A-1, A-I-A-2, A-I-A-3, A-I-A-4, A-I-A-5, A-I-A-PO, A-I-A-R, A-II-A-1,
A-II-A-PO, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of Certificates)
hereto. On original issue the Certificates shall be executed and delivered by
the Trustee to or upon the order of the Seller upon receipt by the Trustee or
the Custodian of the documents specified in Section 2.01. The aggregate
principal portion evidenced by the Class A and Class B Certificates shall be the
sum of the amounts specifically set forth in the respective Certificates. The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by any Responsible Officer thereof. Certificates bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Trustee shall bind the Trustee notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trustee, or unless there appears on such Certificate
a certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the registration requirements of the Securities Act of
1933, as amended, and any applicable State securities laws are complied with, or
such transfer is exempt from the registration requirements under said Act and
laws. In the event that a transfer is to be made in reliance upon an exemption
from said Act or laws, (i) unless such transfer is made in reliance on Rule
144A, the Trustee or the Seller may, if such transfer is to be made within three
years after the later of (i) the date of the initial sale of Certificates or
(ii) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, require a Class B-4, Class B-5 or
Class B-6 Certificateholder to deliver a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Seller, to the
effect that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer, and (ii) the Trustee
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee, the Seller or
the Master Servicer. The Holder of a Class B-4, Class B-5 or Class B-6
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trustee is under an obligation to
register the Class B-4, Class B-5 or Class B-6 Certificates under said Act or
any other securities law.
(c) No transfer of a Class B Certificate shall be made unless the
Trustee shall have received (i) a representation letter from the transferee in
the form of Exhibit J hereto, in the case of a Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class B-1,
Class B-2 or Class B-3 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trustee, the Seller or the Master Servicer
or (b) 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
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 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 Trustee and the Seller to the effect that
the purchase or holding of such Class B Certificate will not result in the
assets of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Seller or the Master Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Seller or the Master Servicer and (B) such
other opinions of counsel, officer's certificates and agreements as the Seller
or the Master Servicer may require in connection with such transfer, which
opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trustee, the Seller or the Master Servicer. The Class B
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 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
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class I-A-R
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
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class I-A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trustee shall accept a surrender for
transfer or registration of transfer, or register the transfer of, the Class
I-A-R Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class I-A-R 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 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 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 Certificate 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 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
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 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 Certificate, and (ii) the Master Servicer agrees to furnish to
the Internal Revenue Service and to any transferor of the Class I-A-R
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 Certificate (or portion thereof) for periods after such transfer. At
the election of the Master Servicer, the cost to the Master Servicer of
computing and furnishing such information may be charged to the transferor or
such agent referred to above; however, the Master Servicer shall in no event be
excused from furnishing such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trustee in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
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 FNMA or FHLMC.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER
SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, including without limitation, any legal action against the Trustee
in its capacity as Trustee hereunder, other than any loss, liability or expense
(including without limitation, expenses payable by the Master Servicer under
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
and Class B Certificates in the same manner as Realized Losses are allocated
pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is
satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER
SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
<PAGE>
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; or
(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; or
(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; or
(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; or
(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 FNMA and FHLMC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND
DUTIES OF TRUSTEE DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE
MASTER SERVICER AND UPON EVENT OF DEFAULT.
In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
SECTION 7.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.
The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee under this Agreement; and
(iii) The Trustee shall not be liable for any error of judgment made
in good faith by any of its Responsible Officers, unless it shall be
proved that the Trustee or such Responsible Officer, as the case may be,
was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties and the manner of
obtaining consents and evidencing the authorization of the execution
thereof shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) The Trustee may consult with counsel, and any written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(iv) Subject to Section 7.04, the Trustee shall not be accountable,
shall have no liability and makes no representation as to any acts or
omissions hereunder of the Master Servicer until such time as the Trustee
may be required to act as Master Servicer pursuant to Section 7.05 and
thereupon only for the acts or omissions of the Trustee as successor
Master Servicer; and
(v) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
SECTION 8.03 TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
by the Master Servicer upon demand.
SECTION 8.04 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05 TRUSTEE MAY OWN CERTIFICATES.
The Trustee and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent and may transact banking
and/or trust business with the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all Owner
Mortgage Loan Files and related documents and statements held by it hereunder
(other than any Owner Mortgage Loan Files at the time held by a Custodian, which
Custodian shall become the agent of any successor trustee hereunder), and the
Seller, the Master Servicer and the predecessor entity shall execute and deliver
such instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the REMIC to not
qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of the
Trustee.
SECTION 8.11 AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trustee may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trustee,
by entering into a Custodial Agreement. Subject to this Article VIII, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any other
action that would (i) affect the determination of the Trust Estate's status as a
REMIC; or (ii) cause the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on either the REMIC or the
Trust Estate. The Master Servicer, or, in the case of any tax return or other
action required by law to be performed directly by the Trustee, the Trustee,
shall (i) prepare or cause to be prepared, timely cause to be signed by the
Trustee and file or cause to be filed annual federal and applicable state and
local income tax returns using a calendar year as the taxable year for the REMIC
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 the Trust Estate 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 REMIC, as and when required to be provided to the
Certificateholders, and to the Internal Revenue Service and any other relevant
governmental taxing authority in accordance with the REMIC Provisions and any
other applicable federal, state or local laws, including without limitation
information reports relating to "original issue discount" and "market discount"
as defined in the Code based upon the issue prices, prepayment assumption and
cash flows provided by the Seller to the Trustee and calculated on a monthly
basis by using the issue prices of the Certificates; (iv) make available
information necessary for the application of any tax imposed on transferors of
residual interests to "disqualified organizations" (as defined in the REMIC
Provisions); (v) file Form 8811 and apply for an Employee Identification Number
with a Form SS-4 or any other permissible method and respond to inquiries by
Certificateholders or their nominees concerning information returns, reports or
tax returns; (vi) maintain (or cause to be maintained by the Servicers) such
records relating to the REMIC, including but not limited to the income,
expenses, individual Mortgage Loans (including REO Mortgage Loans, other assets
and liabilities of the REMIC, and the fair market value and adjusted basis of
the REMIC property 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
the REMIC within the meaning of Code Section 860D(a)(2) other than the interests
represented by the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class
I-A-5, Class I-A-PO, Class I-A-R, Class II-A-1 and Class II-A-PO Certificates
and the Class B-l, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates; (viii) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of Code Section 860F(a), unless the
Master Servicer shall have provided an Opinion of Counsel to the Trustee that
such occurrence would not (a) result in a taxable gain, (b) otherwise subject
either the Trust Estate or the REMIC to tax or (c) cause the Trust Estate to
fail to qualify as a REMIC; (ix) exercise reasonable care not to allow the 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
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
REMIC 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 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 Certificateholder for such
purpose (or if the Master Servicer is not so permitted, the Holder of the Class
I-A-R Certificate shall be tax matters person in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee shall sign the tax returns
referred to in clause (i) of the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time, request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
and the Trustee for any losses, liabilities, damages, claims or expenses of the
Master Servicer or the Trustee arising from any errors or miscalculations by the
Master Servicer or the Trustee pursuant to this Section that result from any
failure of the Seller to provide, or to cause to be provided, accurate
information or data to the Master Servicer or the Trustee, as the case may be,
on a timely basis. The Master Servicer hereby indemnifies the Seller and the
Trustee for any losses, liabilities, damages, claims or expenses of the Seller
or the Trustee arising from the Master Servicer's willful misfeasance, bad faith
or gross negligence in preparing any of the federal, state and local tax returns
of the REMIC as described above. In the event that the Trustee prepares any of
the federal, state and local tax returns of the REMIC as described above, the
Trustee hereby indemnifies the Seller and the Master Servicer for any losses,
liabilities, damages, claims or expenses of the Seller or the Master Servicer
arising from the Trustee's willful misfeasance, bad faith or negligence in
connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee, respectively, to perform its obligations under this
Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that WFHM fails to make a Periodic Advance required to
be made pursuant to the WFHM Servicing Agreement on or before the Distribution
Date, the Trustee shall make a Periodic Advance as required by Section 3.03
hereof; provided, however, the Trustee shall not be required to make such
Periodic Advances if prohibited by law or if it determines that such Periodic
Advance would be a Nonrecoverable Advance. With respect to those Periodic
Advances which should have been made by WFHM, the Trustee shall be entitled,
pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the
Certificate Account for Periodic Advances and Nonrecoverable Advances made by
it.
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE
SELLER OR LIQUIDATION OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.18. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (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 Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee 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 Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class I-A-R Certificate, the amounts, if any, which remain on deposit
in the Certificate Account (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. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC 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 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 return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such
cash within 90 days of such adoption in the manner specified in Section
9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein or in the related
Prospectus, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust Estate
as a REMIC 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 or
the REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee has received an Opinion of Counsel to the effect
that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action
shall not, as evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the 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 Trust Estate
or the REMIC or any of the Certificateholders will be subject to a tax caused by
a transfer to a non-permitted transferee and (vi) to make any other provisions
with respect to matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder. Notwithstanding the foregoing, any amendment pursuant
to clause (iv) or (vi) shall not be deemed to adversely affect in any material
respect the interest of Certificateholders and no Opinion of Counsel to that
effect shall be required if the person requesting the amendment instead obtains
a letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject the REMIC to tax or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period
for Exhibit F-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 Trustee.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Wells Fargo Asset Securities Corporation, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer and the
Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to
Norwest Bank Minnesota, National Association, 7485 New Horizon Way, Frederick,
Maryland 21703, Attention: Vice President or such other address as may hereafter
be furnished to the Seller and the Trustee in writing by the Master Servicer and
(iii) in the case of the Trustee, to the Corporate Trust Office, or such other
address as may hereafter be furnished to the Seller and the Master Servicer in
writing by the Trustee, in each case Attention: Corporate Trust Department. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, provided, however,
that any demand, notice or communication to or upon the Seller, the Master
Servicer or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CUT-OFF DATE.
The Cut-Off Date for the Certificates is April 1, 2000.
SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $260,656,649.14.
SECTION 11.03 ORIGINAL GROUP I-A PERCENTAGE.
The Original Group I-A Percentage is 96.96599259%.
SECTION 11.04 ORIGINAL GROUP II-A PERCENTAGE.
The Original Group II-A Percentage is 96.97313230%.
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 $ 72,223,000.00
Class I-A-2 $ 7,404,000.00
Class I-A-3 $ 7,214,000.00
Class I-A-4 $ 11,000,000.00
Class I-A-5 $ 7,871,000.00
Class I-A-PO $ 1,225,631.88
Class I-A-R $ 200.00
Class II-A-1 $144,592,000.00
Class II-A-PO $ 1,305,928.63
SECTION 11.06 ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE.
The Original Aggregate Non-PO Principal Balance is $258,125,088.63.
SECTION 11.07 ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE.
The Original Aggregate Subordinate Percentage is 3.02988317%.
SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $7,820,888.63.
SECTION 11.09 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
The Original Group I Subordinated Principal Balance is
$3,307,670.96.
SECTION 11.10 ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE.
The Original Group II Subordinated Principal Balance is
$4,513,217.67.
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 $ 3,389,000.00
Class B-2 $ 1,694,000.00
Class B-3 $ 1,043,000.00
Class B-4 $ 781,000.00
Class B-5 $ 392,000.00
Class B-6 $ 521,888.63
SECTION 11.12 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.71695384%.
SECTION 11.13 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 1.06068288%.
SECTION 11.14 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.65661522%.
SECTION 11.15 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.35404874%.
SECTION 11.16 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.20218438%.
SECTION 11.17 CLOSING DATE.
The Closing Date is April 27, 2000.
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 $26,065,664.91
(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
Certificate) and the Class B Certificates (other than the Class B-5
Certificates), the minimum Denomination eligible for wire transfer on each
Distribution Date is $500,000. The Class I-A-R and Class B-5 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-3,
Class I-A-4, Class I-A-5, Class I-A-PO, Class II-A-1 and Class I-A-PO
Certificates and each Class of Class B Certificates (other than the Class B-4,
Class B-5 and Class B-6 Certificates) represents a $100,000 Denomination. A
Single Certificate for the Class B-5 Certificates represents a Denomination
equal to the Original Principal Balance for such Class. A Single Certificate for
the Class I-A-R Certificate represents a $200 Denomination. A Single Certificate
for the Class B-4 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.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
WELLS FARGO ASSET SECURITIES
CORPORATION
as Seller
By:______________________________________
Name: Alan S. McKenney
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:______________________________________
Name: Nancy E. Burgess
Title: Vice President
FIRST UNION NATIONAL BANK
as Trustee
By:______________________________________
Name:
Title:
Attest:
By: ___________________________________
Name: _________________________________
Title: ________________________________
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 27th day of April, 2000, before me, a notary public in and
for the State of Maryland, personally Alan McKenney, 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 Wells 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]
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 27th day of April, 2000, before me, a notary public in and
for the State of Maryland, personally appeared Nancy E. Burgess, 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 Norwest 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]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 27th day of April, 2000, 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.
_________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 27th day of April, 2000, 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]
<PAGE>
SCHEDULE I
Wells Fargo Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2000-1
Applicable Unscheduled Principal Receipt Period
<TABLE>
<CAPTION>
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ -------------------
<S> <C> <C>
WFHM (Exhibits F-1) Prior Month Prior Month
WFHM (Exhibits F-2A and F-2B) Mid-Month Mid-Month
America First Credit Union Mid-Month Prior Month
Chevy Chase Bank, F.S.B. Mid-Month Prior Month
Downey Savings & Loan Association, Mid-Month Prior Month
F.A.
Brenton Mortgages, Inc. Mid-Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
The Huntington Mortgage Company Mid-Month Prior Month
Columbia National, Inc. Mid-Month Prior Month
National City Mortgage Co. Mid-Month Prior Month
First Horizon Home Loan Corporation Mid-Month Prior Month
Morgan Stanley Dean Witter Credit Prior Month Prior Month
Corporation
Countrywide Home Loans, Inc. Prior Month Prior Month
Merrill Lynch Credit Corporation Prior Month Prior Month
</TABLE>
<PAGE>
EXHIBIT A-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 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AA 1 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-1 Certificates required to be
distributed to Holders of the Class I-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-1 Certificates applicable to each
Distribution Date will be 7.750% 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AB 9 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-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 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-2 Certificates applicable to each
Distribution Date will be 7.750% 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AC 7 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-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 7.750% 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, and based on its issue
price of 94.90347%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 2 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 225% SPA for
Loan Group I and 175% SPA for Loan Group II (as defined in the Prospectus
Supplement dated April 24, 2000 with respect to the offering of the Class A
Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 5.13958333%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.28%; and
(iii) the amount of OID allocable to the short first accrual period (April 27,
2000 to May 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.00855629%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AD 5 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-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 7.750% 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, and based on its issue
price of 96.98160%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 2 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 225% SPA for
Loan Group I and 175% SPA for Loan Group II (as defined in the Prospectus
Supplement dated April 24, 2000 with respect to the offering of the Class A
Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 3.06145333%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.16%; and
(iii) the amount of OID allocable to the short first accrual period (April 27,
2000 to May 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.01295705%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AM 5 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-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 7.750% per annum. Prior to the Accretion Termination
Date, no distribution of interest on this Certificate will be made. Prior to the
Accretion Termination Date, interest otherwise available for distribution on
this Certificate will be added to the Principal Balance of the Class I-A-5
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, at an issue price of
98.76345%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
225% SPA for Loan Group I and 175% SPA for Loan Group II (as defined in the
Prospectus Supplement dated April 24, 2000 with respect to the offering of the
Class A Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used
to price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 137.67726840%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.87%; and (iii) the amount of OID allocable to the short first
accrual period (April 27, 2000 to May 25, 2000) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.60423306%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT A-I-A-PO
[FORM OF FACE OF CLASS I-A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AE 3 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-PO Certificates required to be
distributed to Holders of the Class I-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class I-A-PO Certificates are 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, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, at an issue price of
61.31250% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 225% SPA for
Loan Group I and 175% SPA for Loan Group II (as defined in the Prospectus
Supplement dated April 24, 2000 with respect to the offering of the Class A
Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 38.68750000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.33%; and
(iii) the amount of OID allocable to the short first accrual period (April 27,
2000 to May 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.39729389%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS 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 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
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.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AF 0 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-R Certificate required to be
distributed to Holders 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 7.750% 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 Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AG 8 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2015
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-1 Certificates required to be
distributed to Holders of the Class II-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-1 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, and based on its issue
price of 98.05556%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 2 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 225% SPA for
Loan Group I and 175% SPA for Loan Group II (as defined in the Prospectus
Supplement dated April 24, 2000 with respect to the offering of the Class A
Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 1.98333333%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.47%; and
(iii) the amount of OID allocable to the short first accrual period (April 27,
2000 to May 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.02511516%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT A-II-A-PO
[FORM OF FACE OF CLASS II-A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AH 6 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2015
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-PO Certificates required to be
distributed to Holders of the Class II-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-PO Certificates are 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, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, at an issue price of
69.50000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 225% SPA for
Loan Group I and 175% SPA for Loan Group II (as defined in the Prospectus
Supplement dated April 24, 2000 with respect to the offering of the Class A
Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 30.50000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.54%; and
(iii) the amount of OID allocable to the short first accrual period (April 27,
2000 to May 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.40758934%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
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."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AJ 2 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to the Distribution Date occurring in May 2000 will be
7.317% 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
7.750% for Loan Group I and 7.000% 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 Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
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."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-2
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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AK 9 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to the Distribution Date occurring
in May 2000 will be 7.317% 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 7.750% for Loan Group I and 7.000% 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 Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, and based on its issue
price of 97.15346%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 2 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
225% SPA for Loan Group I and 175% SPA for Loan Group II (as defined in the
Prospectus Supplement dated April 24, 2000 with respect to the offering of the
Class A Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used
to price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 2.88718695%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.83%; and (iii) the amount of OID allocable to the short first
accrual period (April 27, 2000 to May 25, 2000) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.02208014%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
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."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AL 7 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to the Distribution Date occurring
in May 2000 will be 7.317% 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 7.750% for Loan Group I and 7.000% 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 Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, and based on its issue
price of 92.21596%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 2 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
225% SPA for Loan Group I and 175% SPA for Loan Group II (as defined in the
Prospectus Supplement dated April 24, 2000 with respect to the offering of the
Class A Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used
to price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 7.82468695%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 8.66%; and (iii) the amount of OID allocable to the short first
accrual period (April 27, 2000 to May 25, 2000) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.05167634%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AN 3 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to the Distribution Date occurring
in May 2000 will be 7.317% 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 7.750% for Loan Group I and 7.000% 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 Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, and based on its issue
price of 79.15346%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 2 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
225% SPA for Loan Group I and 175% SPA for Loan Group II (as defined in the
Prospectus Supplement dated April 24, 2000 with respect to the offering of the
Class A Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used
to price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 20.88718695%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 11.22%; and (iii) the amount of OID allocable to the short first
accrual period (April 27, 2000 to May 25, 2000) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.12154705%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AP 8 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to the Distribution Date occurring
in May 2000 will be 7.317% 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 7.750% for Loan Group I and 7.000% 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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, and based on its issue
price of 58.96596%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 2 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
225% SPA for Loan Group I and 175% SPA for Loan Group II (as defined in the
Prospectus Supplement dated April 24, 2000 with respect to the offering of the
Class A Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used
to price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 41.07468695%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 16.80%; and (iii) the amount of OID allocable to the short first
accrual period (April 27, 2000 to May 25, 2000) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.20103290%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-1, 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
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: April 1, 2000
CUSIP No.: 94975E AQ 6 First Distribution Date: May 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: May 25, 2030
<PAGE>
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 Wells 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 April 27, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to the Distribution Date occurring
in May 2000 will be 7.317% 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 7.750% for Loan Group I and 7.000% 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 Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on April 27, 2000, and based on its issue
price of 19.40346%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 2 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
225% SPA for Loan Group I and 175% SPA for Loan Group II (as defined in the
Prospectus Supplement dated April 24, 2000 with respect to the offering of the
Class A Certificates and Class B-1, Class B-2, and Class B-3 Certificates) used
to price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 80.63718695%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 52.18%; and (iii) the amount of OID allocable to the short first
accrual period (April 27, 2000 to May 25, 2000) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.21721244%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 2000-1 Certificates]
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-1
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, 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.
<PAGE>
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
<PAGE>
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.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), WELLS
FARGO ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Seller"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer, and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of April 27, 2000
relating to the issuance of Mortgage Pass-Through Certificates, Series 2000-1
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1 Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trustee subsequent to the date hereof (the "Custodial Files") as
agent for the Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2 Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3 Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4 Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5 Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant
to Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6 Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement, no Mortgage
Note, Mortgage or other document constituting a part of a Custodial File shall
be delivered by the Custodian to the Seller or the Master Servicer or otherwise
released from the possession of the Custodian.
Section 3.2 Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4 Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5 Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6 Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1 Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2 Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling and
Servicing Agreement and furnish the Custodian with written copies thereof.
SECTION 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
401 South Tryon Street By:__________________________________
Charlotte, North Carolina, 28202 Name:_____________________________
Title:____________________________
Address: WELLS FARGO ASSET SECURITIES CORPORATION
7485 New Horizon Way By:__________________________________
Frederick, Maryland 21703 Name:_____________________________
Title:____________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:__________________________________
Name:_____________________________
Title:____________________________
Address: [CUSTODIAN]
By:__________________________________
Name:_____________________________
Title:____________________________
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, 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 Wells 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]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, 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 Norwest 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]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 19__, 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]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 19 , 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]
<PAGE>
EXHIBIT F-1A
[Schedule of Group I Mortgage Loans Serviced by WFHM from locations
other than Frederick, Maryland]
WFMBS
WFHMI / 2000-01 Exhibit F-1A (Group I)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
(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
-------- ----------------------- ----- ----- -------- -------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7711771 LAS VEGAS NV 89131 SFD 8.000 7.733 $1,867.43 360 1-Dec-29
7794376 HARRISBURG PA 17112 SFD 7.875 7.608 $1,845.30 360 1-Dec-29
7824406 MANSFIELD TX 76063 SFD 7.625 7.358 $1,801.33 360 1-Jan-30
7845642 DENVER CO 80220 SFD 7.875 7.608 $1,840.20 360 1-Jan-30
7911906 VALLEY NE 68064 SFD 7.875 7.608 $1,845.30 360 1-Jan-30
7944535 ALPINE CA 91901 SFD 7.625 7.358 $1,801.33 360 1-Jan-30
7959296 SYLMAR CA 91342 LCO 7.750 7.483 $1,820.05 360 1-Jan-30
7976530 TEMECULA CA 92592 SFD 7.750 7.483 $1,823.27 360 1-Jan-30
7985198 CAMARILLO CA 93012 SFD 7.750 7.483 $1,823.27 360 1-Dec-29
7985548 SOUTHERN PINES NC 28387 SFD 7.750 7.483 $1,823.27 360 1-Feb-30
7999331 NAPLES FL 34109 SFD 8.375 7.750 $1,934.38 360 1-Mar-30
8001755 WOODBRIDGE VA 22193 SFD 7.875 7.608 $1,845.30 360 1-Mar-30
8002484 AMITY AR 71921 SFD 7.750 7.483 $1,823.27 360 1-Feb-30
8003349 THOUSAND OAKS CA 91362 LCO 7.625 7.358 $1,799.57 360 1-Feb-30
8004356 ESCONDIDO CA 92026 SFD 7.875 7.608 $1,845.30 360 1-Jan-30
8004612 TRABUCO CANYON CA 92679 SFD 7.625 7.358 $1,801.33 360 1-Feb-30
8008263 SANTA CRUZ CA 95062 SFD 7.750 7.483 $1,823.27 360 1-Jan-30
8008942 GLOUCESTER MA 01930 SFD 7.750 7.483 $1,823.27 360 1-Feb-30
8012609 IRVINE CA 92618 SFD 7.875 7.608 $1,841.68 360 1-Feb-30
8013167 RUSSELL TOWNSHIP OH 44022 SFD 7.875 7.608 $1,845.30 360 1-Feb-30
8016077 TAMPA FL 33647 SFD 7.625 7.358 $1,801.33 360 1-Jan-30
</TABLE>
<PAGE>
WFMBS
WFHMI / 2000-01 Exhibit F-1A (Group I)
30 YEAR FIXED RATE NON RELOCATION LOANS (Cont'd)
<TABLE>
<CAPTION>
(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
-------- -------------- ------ --------- ---------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
7711771 $253,810.09 79.53 0.250 0.017 0.000
7794376 $253,792.51 74.12 0.250 0.017 0.000
7824406 $253,932.82 63.63 0.250 0.017 0.000
7845642 $253,268.57 76.97 0.250 0.017 0.000
7911906 $253,970.85 88.06 17 0.250 0.017 0.000
7944535 $253,943.91 68.78 0.250 0.017 0.000
7959296 $253,506.56 95.00 11 0.250 0.017 0.000
7976530 $253,957.65 79.01 0.250 0.017 0.000
7985198 $253,774.52 70.40 0.250 0.017 0.000
7985548 $254,139.60 92.55 12 0.250 0.017 0.000
7999331 $254,341.82 51.61 0.250 0.017 0.358
8001755 $254,324.86 78.32 0.250 0.017 0.000
8002484 $254,139.60 75.97 0.250 0.017 0.000
8003349 $253,880.79 75.00 0.250 0.017 0.000
8004356 $253,969.84 89.17 11 0.250 0.017 0.000
8004612 $254,130.45 69.73 0.250 0.017 0.000
8008263 $253,957.65 21.21 0.250 0.017 0.000
8008942 $254,139.60 79.78 0.250 0.017 0.000
8012609 $253,649.25 77.12 0.250 0.017 0.000
8013167 $254,148.57 70.40 0.250 0.017 0.000
8016077 $253,943.91 63.94 0.250 0.017 0.000
$5,332,723.42
COUNT: 21
WAC: 7.803598829
WAM: 357.3814531
WALTV: 73.3446553
</TABLE>
<PAGE>
EXHIBIT F-1B
[Schedule of Group II Mortgage Loans Serviced by WFHM from locations
other than Frederick, Maryland]
WFMBS
WFHMI / 2000-01 Exhibit F-1B (Group II)
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS
<TABLE>
<CAPTION>
(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
-------- ------------------------- ----- ----- -------- -------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6427345 NORTH BRANCH MN 55056 SFD 7.625 7.000 $2,223.23 180 1-Aug-12
6666664 TOFTE MN 55615 SFD 7.375 7.000 $2,755.18 180 1-Mar-13
6668975 HAWTHORN WOODS IL 60047 SFD 7.125 6.858 $3,170.41 180 1-Mar-13
6685532 NORTH OAKS MN 55127 SFD 7.375 7.000 $7,346.97 180 1-Mar-13
6707025 ST CHARLES IL 60174 SFD 7.000 6.733 $2,488.86 180 1-Apr-13
6939769 WHEATON IL 60187 SFD 7.000 6.733 $4,584.02 180 1-Jul-13
7346092 FRANKFORT IL 60423 SFD 6.750 6.483 $3,541.41 180 1-Dec-13
7351023 INVERNESS IL 60010 PUD 6.625 6.358 $4,085.31 180 1-Dec-13
7502924 ORLAND PARK IL 60462 SFD 6.875 6.608 $5,672.19 180 1-Jan-14
7505991 ALGONQUIN IL 60102 SFD 6.875 6.608 $2,604.21 180 1-Feb-14
7538870 CONCORD MA 01742 SFD 6.500 6.233 $3,066.30 180 1-Feb-14
7559222 PLYMOUTH MI 48170 PUD 6.750 6.483 $2,654.73 180 1-Apr-14
7559223 SKOKIE IL 60076 SFD 6.750 6.483 $3,982.10 180 1-Mar-14
7570396 OTSEGO MN 55330 SFD 7.125 6.858 $3,170.41 180 1-Feb-14
7574109 WESTFORD MA 01886 SFD 6.875 6.608 $3,389.05 180 1-Mar-14
7575352 PALATINE IL 60067 SFD 6.750 6.483 $2,265.37 180 1-Mar-14
7587460 PRIOR LAKE MN 55372 SFD 7.250 6.983 $3,067.22 180 1-Mar-14
7594141 ORLAND PARK IL 60462 SFD 6.750 6.483 $2,610.49 180 1-Apr-14
7601168 WILMETTE IL 60091 SFD 6.375 6.108 $2,506.33 180 1-May-14
7601898 LAKE FOREST IL 60045 SFD 6.625 6.358 $2,528.62 180 1-Mar-14
7603729 PRIOR LAKE MN 55372 PUD 6.375 6.108 $2,601.96 180 1-Mar-14
7638460 CORCORAN MN 55340 SFD 7.625 7.000 $2,503.47 180 1-Apr-14
7965052 GRAYSLAKE IL 60030 SFD 7.500 7.000 $2,359.25 180 1-Jan-15
8004995 FAYETTEVILLE NC 28303 SFD 7.125 6.858 $2,305.34 180 1-Dec-14
8005034 CYPRESS TX 77429 SFD 7.000 6.733 $2,287.52 180 1-Jan-15
8005628 GLEN ELLYN IL 60137 SFD 7.500 7.000 $2,354.61 180 1-Jan-15
</TABLE>
<PAGE>
WFMBS
WFHMI / 2000-01 Exhibit F-1B (Group II)
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS (Cont'd)
<TABLE>
<CAPTION>
(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
-------- -------------- ------ --------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
6427345 $212,860.16 79.33 0.250 0.017 0.358
6666664 $271,775.00 62.40 0.250 0.017 0.108
6668975 $320,245.65 79.55 0.250 0.017 0.000
6685532 $722,584.07 53.24 0.250 0.017 0.108
6707025 $217,168.31 36.92 0.250 0.017 0.000
6939769 $474,164.76 75.00 0.250 0.017 0.000
7346092 $378,661.24 69.00 0.250 0.017 0.000
7351023 $440,005.53 71.58 0.250 0.017 0.000
7502924 $604,322.35 75.71 0.250 0.017 0.000
7505991 $278,465.06 80.00 0.250 0.017 0.000
7538870 $335,180.96 32.00 0.250 0.017 0.000
7559222 $288,027.35 73.17 0.250 0.017 0.000
7559223 $429,896.32 75.00 0.250 0.017 0.000
7570396 $329,636.54 64.81 0.250 0.017 0.000
7574109 $363,691.30 73.79 0.250 0.017 0.000
7575352 $244,876.42 78.77 0.250 0.017 0.000
7587460 $220,192.89 53.42 0.250 0.017 0.000
7594141 $282,118.84 79.73 0.250 0.017 0.000
7601168 $273,942.09 48.33 0.250 0.017 0.000
7601898 $275,385.45 45.00 0.250 0.017 0.000
7603729 $287,608.18 80.00 0.250 0.017 0.000
7638460 $252,763.42 67.85 0.250 0.017 0.358
7965052 $252,179.69 62.84 0.250 0.017 0.233
8004995 $251,294.60 60.74 0.250 0.017 0.000
8005034 $252,077.11 67.87 0.250 0.017 0.000
8005628 $251,684.26 59.76 0.250 0.017 0.233
$8,510,807.55
</TABLE>
COUNT: 26
WAC: 6.968862037
WAM: 164.7184491
WALTV: 66.01765559
<PAGE>
EXHIBIT F-2A
[Schedule of Group I Mortgage Loans Serviced by WFHM in Frederick, Maryland]
<TABLE>
WFMBS
WFHMI / 2000-01 Exhibit F-2A (Group I)
30 YEAR FIXED RATE NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- -------------------- ----- ----- -------- -------- -------- ---------- -------- --------- --------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- -------------------- ----- ----- -------- -------- -------- ---------- -------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4950036 HOLLISTON MA 01746 SFD 8.500 7.750 $ 2,022.25 360 1-Apr-30 $ 263,000.00
5019394 TOMBALL TX 77375 SFD 8.500 7.750 $ 3,137.17 360 1-Apr-30 $ 408,000.00
5029308 LAKE GROVE NY 11755 SFD 8.750 7.750 $ 1,976.53 360 1-Mar-30 $ 251,097.44
5074601 PACIFIC MO 63069 SFD 8.500 7.750 $ 2,114.52 360 1-Apr-30 $ 275,000.00
5106714 WATCHUNG NJ 07060 SFD 8.000 7.733 $ 4,052.04 300 1-Jan-25 $ 523,332.82
5109428 CHARLOTTE NC 28270 SFD 8.375 7.750 $ 2,857.88 360 1-Mar-30 $ 375,766.29
5115759 SOUTH SAN FRANCISCO CA 94080 SFD 7.875 7.608 $ 2,320.23 360 1-Apr-30 $ 320,000.00
5117711 PLANO TX 75093 SFD 8.125 7.750 $ 2,598.75 360 1-Feb-30 $ 349,540.53
5121645 BERNVILLE PA 19506 SFD 7.750 7.483 $ 1,879.87 360 1-Apr-30 $ 262,400.00
5128438 LONG LAKE MN 55356 SFD 8.125 7.750 $ 2,479.94 360 1-Jan-30 $ 333,340.10
5139516 SNOQUALMIE WA 98065 SFD 8.250 7.750 $ 3,380.70 360 1-Feb-30 $ 449,424.13
5140117 SILVER SPRING MD 20910 PUD 8.250 7.750 $ 2,245.91 360 1-Feb-30 $ 298,567.43
5141964 HERNDON VA 20170 SFD 8.000 7.733 $ 2,133.79 360 1-Jan-30 $ 290,210.72
5143098 CAMPBELL CA 95008 SFD 8.875 7.750 $ 5,664.20 360 1-Apr-30 $ 711,900.00
5143753 ST JOSEPH MO 64505 SFD 8.375 7.750 $ 2,736.26 360 1-Feb-30 $ 359,550.92
5143776 MANHASSET NY 11030 SFD 7.500 7.233 $ 2,097.65 360 1-Mar-30 $ 299,777.35
5143893 NORTH TARRYTOWN NY 10591 SFD 8.000 7.733 $ 3,081.81 360 1-Nov-29 $ 418,572.04
5145713 DOUGLASVILLE GA 30135 SFD 8.125 7.750 $ 1,184.62 360 1-Feb-30 $ 159,335.56
5146441 MAPLEWOOD NJ 07040 SFD 8.250 7.750 $ 3,636.14 360 1-Apr-30 $ 484,000.00
5148112 TEANECK NJ 07666 SFD 8.625 7.750 $ 2,208.92 360 1-Sep-29 $ 282,800.70
5148319 SAN ANTONIO TX 78248 SFD 8.500 7.750 $ 2,245.23 360 1-Mar-30 $ 291,823.10
5148341 CENTREVILLE VA 20121 PUD 8.375 7.750 $ 2,100.84 360 1-Mar-30 $ 276,228.20
5148917 HOLLYWOOD FL 33019 SFD 8.250 7.750 $ 3,005.07 360 1-Mar-30 $ 399,744.93
5149041 KATY TX 77450 SFD 8.625 7.750 $ 2,537.54 360 1-Apr-30 $ 326,250.00
5149244 BIRMINGHAM AL 35242 SFD 8.250 7.750 $ 4,131.97 360 1-Apr-30 $ 550,000.00
5149698 ROSLYN HEIGHTS NY 11577 SFD 8.750 7.750 $ 2,950.13 360 1-Apr-30 $ 375,000.00
5149911 OAKTON VA 22124 SFD 8.250 7.750 $ 2,178.68 360 1-Mar-30 $ 289,815.07
5150165 GREAT NECK NY 11024 SFD 8.500 7.750 $ 2,460.53 360 1-Mar-30 $ 319,806.14
5150737 LIVINGSTON TX 77351 SFD 8.125 7.750 $ 2,532.71 240 1-Feb-20 $ 298,993.68
5150805 EDMOND OK 73003 SFD 8.500 7.750 $ 2,445.14 360 1-Mar-30 $ 317,807.36
5150902 AURORA CO 80016 SFD 8.750 7.750 $ 2,499.74 360 1-Mar-30 $ 317,567.19
5151078 NEW HOPE PA 18938 SFD 7.625 7.358 $ 1,797.80 360 1-Jan-30 $ 253,444.96
5152847 BROOKLYN NY 11201 SFD 8.750 7.750 $ 1,386.56 360 1-Apr-30 $ 176,250.00
5152894 HOUSTON TX 77057 PUD 8.500 7.750 $ 2,470.52 360 1-Apr-30 $ 321,300.00
5153648 LARCHMONT NY 10538 SFD 8.875 7.750 $ 2,864.33 360 1-Apr-30 $ 360,000.00
5153818 FAIR OAKS CA 95628 SFD 8.125 7.750 $ 2,061.18 360 1-Mar-30 $ 277,418.40
5153880 HARTWELL GA 30643 SFD 8.500 7.750 $ 2,076.07 360 1-Apr-30 $ 270,000.00
5156274 CABOT AR 72023 SFD 8.500 7.750 $ 2,048.39 360 1-Apr-30 $ 266,400.00
5156492 MELROSE MA 02176 SFD 8.625 7.750 $ 2,240.04 360 1-Apr-30 $ 288,000.00
5157426 PROSPER TX 75078 SFD 8.125 7.750 $ 3,601.11 360 1-Apr-30 $ 485,000.00
5158221 NANUET NY 10954 SFD 8.750 7.750 $ 2,155.56 360 1-Apr-30 $ 274,000.00
5158294 CHESTER NH 03036 SFD 7.500 7.233 $ 2,027.73 360 1-Jan-30 $ 289,350.26
5159080 EAGLE ID 83616 SFD 8.500 7.750 $ 3,383.22 360 1-Mar-30 $ 439,733.45
5159338 COPPER CANYON TX 75067 SFD 8.500 7.750 $ 2,583.55 360 1-Jan-30 $ 335,385.02
5159778 ALPHARETTA GA 30005 PUD 8.500 7.750 $ 2,235.24 360 1-Mar-30 $ 290,314.87
5159852 DALLAS TX 75229 SFD 7.625 7.358 $ 3,744.94 360 1-Sep-29 $ 526,367.70
5160120 VALLEY COTTAGE NY 10989 SFD 8.625 7.750 $ 2,345.04 360 1-Mar-30 $ 301,322.00
5160397 BARRINGTON NH 03825 SFD 8.625 7.750 $ 2,338.04 360 1-Mar-30 $ 300,422.52
5160847 TULSA OK 74137 SFD 8.500 7.750 $ 2,066.84 360 1-Mar-30 $ 268,637.16
5161179 ATLANTA GA 30306 SFD 8.625 7.750 $ 2,714.49 360 1-Mar-30 $ 348,793.95
5161938 SALEM NH 03087 SFD 9.250 7.750 $ 4,335.50 360 1-Apr-30 $ 527,000.00
5163151 GRANITE BAY CA 95746 SFD 8.625 7.750 $ 4,200.06 360 1-Mar-30 $ 539,681.19
5163362 HUNTINGTON BEACH CA 92648 SFD 8.250 7.750 $ 2,982.23 240 1-Apr-20 $ 350,000.00
5163910 SAN DIEGO CA 92121 PUD 8.250 7.750 $ 2,482.18 360 1-Mar-30 $ 330,189.32
5164826 LUDLOW VT 05149 LCO 9.375 7.750 $ 1,685.13 360 1-Mar-30 $ 202,497.68
5165303 SANTA BARBARA CA 93105 SFD 8.125 7.750 $ 2,301.75 360 1-Apr-30 $ 310,000.00
5166338 GLENDALE CA 91207 SFD 8.875 7.750 $ 3,437.19 360 1-Mar-30 $ 431,757.81
5166592 DALLAS TX 75214 SFD 8.625 7.750 $ 2,582.26 360 1-Apr-30 $ 332,000.00
5166650 AUSTIN TX 78703 SFD 8.375 7.750 $ 3,097.30 360 1-Apr-30 $ 407,500.00
5167912 ENGLEWOOD FL 34223 SFD 9.250 7.750 $ 3,224.89 360 1-Mar-30 $ 391,796.78
5168193 EDINA MN 55424 SFD 9.500 7.750 $ 3,237.29 360 1-Apr-30 $ 385,000.00
5706677 WEST CHESTER OH 45069 SFD 8.000 7.733 $ 2,083.90 360 1-Dec-29 $ 283,230.08
5706713 CHINO CA 91710 SFD 7.750 7.483 $ 1,961.18 360 1-Jan-30 $ 273,164.63
5706779 WAUKEE IA 50263 SFD 7.750 7.483 $ 2,699.17 360 1-Jan-30 $ 375,959.09
5706787 ST PAUL MN 55105 SFD 7.875 7.608 $ 3,444.08 360 1-Dec-29 $ 473,679.50
5706809 OCONOMOWOC WI 53066 SFD 8.250 7.750 $ 2,944.97 360 1-Jan-30 $ 391,244.92
5706827 CARMEL IN 46033 SFD 7.625 7.358 $ 1,946.43 360 1-Feb-30 $ 274,550.34
5706830 MASON OH 45040 SFD 8.250 7.750 $ 4,507.60 360 1-Dec-29 $ 598,453.74
5706837 CHARLOTTE NC 28207 SFD 8.125 7.750 $ 4,826.24 360 1-Feb-30 $ 649,146.72
5707014 ORANGE CA 92867 SFD 7.875 7.608 $ 2,320.22 360 1-Jan-30 $ 319,334.99
5707028 RENO NV 89511 SFD 8.250 7.750 $ 2,682.02 360 1-Jan-30 $ 356,281.35
5707049 LA GRANGE IL 60525 SFD 8.000 7.733 $ 2,572.58 360 1-Dec-29 $ 349,649.56
5707070 HOFFMAN ESTATES IL 60192 SFD 7.750 7.483 $ 1,977.30 360 1-Jan-30 $ 275,411.82
5707081 AUSTIN TX 78726 SFD 8.000 7.733 $ 2,242.05 360 1-Jan-30 $ 304,934.82
5707093 HILTON HEAD ISLAND SC 29928 SFD 8.000 7.733 $ 2,802.98 360 1-Dec-29 $ 380,964.45
5707295 LEE'S SUMMIT MO 64082 SFD 8.125 7.750 $ 2,864.56 360 1-Feb-30 $ 385,293.55
5707301 CHICAGO IL 60657 SFD 8.125 7.750 $ 3,860.99 360 1-Jan-30 $ 518,972.60
5707769 HOUSTON TX 77024 SFD 8.500 7.750 $ 2,792.70 360 1-Apr-30 $ 363,200.00
5708264 SAUKVILLE WI 53080 SFD 8.375 7.750 $ 1,997.94 349 1-Dec-28 $ 260,105.72
5708304 NORTHRIDGE CA 91326 SFD 8.500 7.750 $ 2,355.96 360 1-Apr-30 $ 306,400.00
5708344 GLENVIEW IL 60025 SFD 7.875 7.608 $ 2,900.28 360 1-Dec-29 $ 398,887.99
5708347 VILLA PARK CA 92667 SFD 7.875 7.608 $ 2,537.74 360 1-Dec-29 $ 349,027.01
5708364 COTO DE CAZA CA 92679 SFD 7.750 7.483 $ 2,865.65 360 1-Dec-29 $ 398,859.75
5708393 CHICAGO IL 60640 SFD 8.125 7.750 $ 3,368.34 360 1-Jan-30 $ 452,753.71
5708408 FLORENCE KY 41042 SFD 7.950 7.683 $ 1,935.25 360 1-Dec-29 $ 264,274.33
5708415 BAYSIDE WI 53217 SFD 8.000 7.733 $ 3,378.26 360 1-Dec-29 $ 459,151.88
5708429 ST CHARLES IL 60174 SFD 8.250 7.750 $ 2,691.79 360 1-Jan-30 $ 357,609.84
5708447 BRUNSVILLE MN 55337 SFD 8.000 7.733 $ 2,935.06 360 1-Dec-29 $ 398,915.64
5708459 CINCINNATI OH 45236 SFD 8.750 7.750 $ 2,674.79 360 1-Feb-30 $ 339,607.33
5708472 SOUTH BARRINGTON IL 60010 SFD 8.375 7.750 $ 6,840.66 360 1-Jan-30 $ 898,310.03
5708473 RIVER HILLS WI 53217 SFD 8.125 7.750 $ 2,346.30 360 1-Jan-30 $ 315,375.64
5708486 CEDARBURG WI 53012 SFD 8.125 7.750 $ 2,747.24 360 1-Dec-29 $ 369,022.00
5708504 LONGBOAT KEY FL 34228 HCO 8.000 7.733 $ 2,025.20 360 1-Feb-30 $ 275,628.37
5708511 CARLSBAD CA 92009 SFD 7.625 7.358 $ 1,842.00 360 1-Feb-30 $ 259,867.08
5708518 COTO DE CAZA CA 92679 SFD 7.750 7.483 $ 2,579.08 360 1-Dec-29 $ 358,973.80
5708534 HENDERSON NV 89012 SFD 7.875 7.608 $ 1,957.69 360 1-Dec-29 $ 269,249.39
5708536 CEDAR RAPIDS IA 52411 SFD 7.750 7.483 $ 2,003.81 360 1-Jan-30 $ 279,103.93
5708549 SPRINGFIELD OH 45504 SFD 8.125 7.750 $ 3,118.49 360 1-Jan-30 $ 419,170.19
5708550 BLAINE MN 55449 SFD 7.875 7.608 $ 2,046.51 360 1-Dec-29 $ 281,262.71
5708738 SAN ANTONIO TX 78258 PUD 8.625 7.750 $ 2,644.49 360 1-Apr-30 $ 340,000.00
5709067 REDMOND WA 98053 SFD 7.375 7.108 $ 1,754.32 360 1-Jan-30 $ 253,416.60
5709080 OLATHE KS 66061 SFD 7.500 7.233 $ 2,227.00 360 1-Feb-30 $ 318,025.78
5709105 CHICAGO IL 60630 SFD 7.625 7.358 $ 2,439.77 360 1-Feb-30 $ 344,199.44
5709119 PARKLAND FL 33067 SFD 7.375 7.108 $ 2,520.97 360 1-Jan-30 $ 364,161.64
5709216 DALLAS TX 75219 SFD 8.375 7.750 $ 2,280.22 360 1-Apr-30 $ 300,000.00
5709494 LARKSPUR CA 94939 SFD 8.375 7.750 $ 2,964.28 360 1-Jan-30 $ 389,267.70
5710419 BIRMINGHAM MI 48009 SFD 9.250 7.750 $ 3,391.48 360 1-Apr-30 $ 412,250.00
5710487 VISALIA CA 93291 SFD 9.000 7.750 $ 2,317.31 360 1-Mar-30 $ 287,842.69
5710974 SPOKANE WA 99223 SFD 8.875 7.750 $ 2,355.11 360 1-Apr-30 $ 296,000.00
5712014 AUSTIN TX 78759 SFD 8.750 7.750 $ 759.17 360 1-Apr-30 $ 96,500.00
5712253 DESOTO TX 75115 SFD 8.000 7.733 $ 2,339.24 360 1-Apr-30 $ 318,800.00
5713112 FORT WORTH TX 76109 SFD 7.875 7.608 $ 3,554.29 360 1-Mar-30 $ 489,862.65
5713149 DALLAS TX 75287 PUD 8.625 7.750 $ 4,550.07 360 1-Mar-30 $ 584,654.62
5713568 STAFFORD VA 22554 SFD 8.500 7.750 $ 2,152.19 360 1-Apr-30 $ 279,900.00
5713804 ROGERS AR 72758 SFD 7.875 7.608 $ 1,962.04 360 1-Mar-30 $ 270,413.77
5713818 SANTA FE NM 87501 SFD 8.250 7.750 $ 2,103.55 360 1-Mar-30 $ 279,821.45
5713839 FORT WORTH TX 76132 SFD 8.250 7.750 $ 2,067.49 360 1-Feb-30 $ 274,815.08
5713882 PROVO UT 84604 SFD 8.125 7.750 $ 2,301.74 360 1-Mar-30 $ 309,797.22
5714096 HEBER SPRINGS AR 72543 SFD 8.250 7.750 $ 2,253.80 360 1-Feb-30 $ 299,616.08
5714180 AMBLER PA 19002 SFD 8.250 7.750 $ 2,141.11 360 1-Jan-30 $ 284,451.04
5714252 FAIRBURN GA 30213 SFD 7.750 7.483 $ 2,005.96 360 1-Aug-28 $ 275,795.30
5714263 EAST BETHEL MN 55011 SFD 8.625 7.750 $ 2,488.93 360 1-Feb-30 $ 319,620.78
5714291 GAHANNA OH 43230 SFD 8.500 7.750 $ 2,103.75 360 1-Mar-30 $ 273,434.25
5715528 HARRODSBURG KY 40330 SFD 8.625 7.750 $ 2,333.37 360 1-Apr-30 $ 300,000.00
5716187 BROOKLYN NY 11209 SFD 7.875 7.608 $ 2,320.22 360 1-Mar-30 $ 319,779.78
5716674 DAVIE FL 33325 SFD 9.125 7.750 $ 2,489.72 360 1-Apr-30 $ 306,000.00
5716751 HARRISON NY 10528 SFD 8.750 7.750 $ 3,933.50 360 1-Apr-30 $ 500,000.00
5717469 BETHANY BEACH DE 19930 SFD 8.750 7.750 $ 638.81 360 1-Apr-30 $ 81,200.00
5722148 SAINT LOUIS MO 63117 SFD 8.500 7.750 $ 2,752.72 360 1-Feb-30 $ 357,344.72
5722150 WEST LINN OR 97068 SFD 7.875 7.608 $ 3,625.35 360 1-Feb-30 $ 499,309.55
5722162 FOLSOM CA 95630 SFD 7.375 7.108 $ 2,196.35 360 1-Jan-30 $ 317,269.61
5722165 BLACKSBURG VA 24060 SFD 8.500 7.750 $ 3,075.66 360 1-Feb-30 $ 399,513.63
5722171 HAYMARKET VA 20169 SFD 7.500 7.233 $ 2,293.43 360 1-Feb-30 $ 327,511.62
5722180 LOVELAND CO 80537 SFD 7.750 7.483 $ 1,973.61 360 1-Feb-30 $ 275,094.87
5722195 SULLIVANS ISLAND SC 29482 SFD 8.000 7.733 $ 3,668.82 360 1-Feb-30 $ 499,142.13
5722256 SAN DIEGO CA 92128 SFD 7.875 7.608 $ 2,349.23 360 1-Feb-30 $ 323,552.58
5722282 DEL MAR CA 92014 SFD 8.125 7.750 $ 3,636.39 360 1-Feb-30 $ 489,107.09
5722302 EASTPORT MI 49627 SFD 8.250 7.750 $ 3,005.07 360 1-Feb-30 $ 399,488.11
5722318 IRVINE CA 92602 SFD 7.875 7.608 $ 2,030.19 360 1-Mar-30 $ 279,807.31
5722321 KING GEORGE VA 22485 SFD 7.000 6.733 $ 2,147.27 360 1-Aug-29 $ 320,589.79
5722329 LAKE OZARK MO 65049 SFD 8.250 7.750 $ 2,028.42 360 1-Jan-30 $ 269,479.94
5722338 LORTON VA 22079 SFD 7.625 7.358 $ 2,213.98 360 1-Feb-30 $ 312,345.77
5722368 GALLATIN TN 37066 SFD 8.000 7.733 $ 2,003.18 360 1-Jul-29 $ 271,306.73
5722372 FORT WASHINGTON PA 19034 SFD 7.625 7.358 $ 1,896.89 360 1-Jan-30 $ 267,017.73
5722378 REISTERSTOWN MD 21136 SFD 7.875 7.608 $ 1,885.19 360 1-Feb-30 $ 259,640.95
5722383 GREENVILLE SC 29615 SFD 7.750 7.483 $ 2,561.90 360 1-Jan-30 $ 356,837.90
5722397 WILLIAMSBURG VA 23185 SFD 7.250 6.983 $ 2,102.47 360 1-Jan-30 $ 307,474.35
5722398 LOVETTSVILLE VA 20180 SFD 8.375 7.750 $ 2,138.85 360 1-Feb-30 $ 281,048.96
5722409 GIBSON ISLAND MD 21056 SFD 8.125 7.750 $ 3,155.62 360 1-Jan-30 $ 424,160.30
5722418 EDGEWATER MD 21037 SFD 8.250 7.750 $ 1,951.42 360 1-Jan-30 $ 259,249.66
5722427 COLORADO SPRINGS CO 80903 SFD 8.125 7.750 $ 3,898.12 360 1-Jan-30 $ 523,962.72
5722428 CASTRO VALLEY CA 94552 SFD 8.375 7.750 $ 2,222.46 360 1-Feb-30 $ 291,655.06
5722448 SANTA CLARA CA 95051 SFD 8.000 7.733 $ 2,083.89 360 1-Oct-29 $ 282,837.33
5722452 BOULDER CO 80304 SFD 7.875 7.608 $ 3,045.30 360 1-Feb-30 $ 394,255.95
5722470 AUSTIN TX 78750 SFD 8.250 7.750 $ 2,253.80 360 1-Feb-30 $ 299,616.09
5722486 WASHINGTON DC 20007 PUD 7.250 6.983 $ 3,247.16 360 1-Sep-29 $ 473,353.13
5722495 FREDERICKSBURG VA 22405 SFD 7.750 7.483 $ 2,074.01 360 1-Dec-29 $ 288,654.38
5722533 AURORA CO 80016 SFD 7.375 7.108 $ 2,646.67 360 1-Jul-29 $ 380,510.28
5722546 MIDLOTHIAN VA 23113 SFD 8.875 7.750 $ 4,296.49 360 1-Oct-29 $ 535,896.47
7032843 CARLISLE MA 01741 SFD 6.875 6.608 $ 2,851.07 360 1-Jul-29 $ 430,417.28
7132657 RANCHO CUCAMONGA CA 91701 SFD 7.750 7.483 $ 2,751.02 360 1-Jan-30 $ 383,181.68
7593402 VICTORVILLE CA 92392 SFD 8.000 7.733 $ 4,285.19 360 1-Jan-30 $ 582,816.57
7596607 MARLBORO NJ 07751 SFD 7.750 7.483 $ 2,149.24 360 1-Feb-30 $ 299,575.15
7675013 DES MOINES IA 50312 SFD 9.000 7.750 $ 2,534.56 360 1-Mar-30 $ 314,827.94
7680763 MIDDLETOWN DE 19709 SFD 7.625 7.358 $ 2,252.20 360 1-Mar-30 $ 317,969.70
7691677 APPLETON WI 54913 SFD 8.250 7.750 $ 3,305.57 360 1-Dec-29 $ 438,866.09
7696881 KIRKLAND WA 98034 SFD 7.750 7.483 $ 3,582.06 360 1-Mar-30 $ 499,647.11
7723815 FLOWER MOUND TX 75022 SFD 8.625 7.750 $ 2,879.77 360 1-Mar-30 $ 370,031.40
7744766 POTOMAC FALLS VA 20165 SFD 8.000 7.733 $ 2,054.54 360 1-Mar-30 $ 279,212.13
7787342 HOUSTON TX 77059 SFD 8.750 7.750 $ 3,579.49 360 1-Mar-30 $ 454,738.22
7793002 LANDENBERG PA 19350 SFD 7.875 7.608 $ 3,339.67 360 1-Apr-30 $ 460,600.00
7852482 HASTINGS MN 55033 SFD 8.500 7.750 $ 3,321.71 360 1-Mar-30 $ 431,738.29
7866033 OLD BRIDGE TWP. NJ 07747 SFD 8.875 7.750 $ 2,195.98 360 1-Mar-30 $ 275,845.27
7870075 MORRISTOWN NJ 07960 SFD 8.750 7.750 $ 4,834.22 360 1-Nov-29 $ 612,699.32
7907932 UNION NJ 08867 SFD 8.125 7.750 $ 2,732.39 360 1-Mar-30 $ 367,759.28
7913986 GULF SHORES AL 36542 SFD 8.375 7.750 $ 2,660.25 360 1-Apr-30 $ 350,000.00
7940717 MOORPARK CA 93021 SFD 8.750 7.750 $ 2,391.57 360 1-Jan-30 $ 303,471.46
7944910 MAPLE GROVE MN 55311 SFD 8.250 7.750 $ 1,042.73 360 1-Mar-30 $ 138,707.49
7951245 SUN RIVER OR 97707 SFD 8.375 7.750 $ 2,261.97 360 1-Mar-30 $ 297,415.03
7954145 BELLE MEAD NJ 08502 SFD 7.625 7.358 $ 2,123.38 360 1-Jan-30 $ 299,344.46
7961225 ENGLEWOOD FL 34223 SFD 8.250 7.750 $ 4,011.76 360 1-Jan-30 $ 532,121.14
7969404 HONOLULU HI 96821 SFD 7.750 7.483 $ 4,262.65 360 1-Dec-29 $ 593,303.90
7972116 BALLWIN MO 63021 SFD 8.750 7.750 $ 2,517.44 360 1-Mar-30 $ 319,815.89
7976789 MOUNTAIN VIEW CA 94040 PUD 8.375 7.750 $ 3,097.08 360 1-Mar-30 $ 407,218.74
7981198 SAN RAMON CA 94583 SFD 8.000 7.733 $ 2,494.80 360 1-Dec-29 $ 339,078.30
7981667 KEYSTONE CO 80435 SFD 7.875 7.608 $ 3,625.35 360 1-Jan-30 $ 498,960.91
7981737 RANDOLPH NJ 07869 SFD 8.250 7.750 $ 2,253.80 360 1-Jan-30 $ 299,373.69
7987865 SAN DIEGO CA 92128 LCO 7.875 7.608 $ 2,691.82 360 1-Jan-30 $ 370,478.48
7989066 CHARLOTTE NC 28209 SFD 8.375 7.750 $ 2,119.08 360 1-Jan-30 $ 278,276.49
7990866 STOCKTON CA 95207 SFD 8.375 7.750 $ 2,500.64 360 1-Jan-30 $ 328,382.23
7990899 TIMONIUM MD 21153 SFD 8.000 7.733 $ 3,375.32 360 1-Jan-30 $ 459,067.86
7991935 CHANDLER AZ 85225 SFD 8.375 7.750 $ 2,065.49 360 1-Jan-30 $ 271,238.73
7992841 SAN JOSE CA 95111 SFD 8.625 7.750 $ 2,138.92 360 1-Jan-30 $ 274,509.42
7996558 SHINGLE SPRINGS CA 95682 SFD 7.500 7.233 $ 2,601.08 360 1-Mar-30 $ 371,723.92
8003752 BROOKLYN PARK MN 55443 SFD 8.125 7.750 $ 2,272.04 360 1-Feb-30 $ 305,598.31
8004134 CORONA CA 91720 SFD 7.875 7.608 $ 1,312.38 360 1-Dec-29 $ 180,496.80
8004812 EDMOND OK 73034 SFD 8.250 7.750 $ 2,248.17 360 1-Jan-30 $ 298,673.57
8005741 UPPER MARLBORO MD 20772 SFD 8.125 7.750 $ 1,937.92 360 1-Jan-30 $ 260,484.33
8006275 ALEXANDRIA VA 22314 SFD 7.750 7.483 $ 2,031.74 360 1-Feb-30 $ 283,198.39
8008380 SACRAMENTO CA 95834 SFD 8.625 7.750 $ 2,078.25 360 1-Mar-30 $ 267,042.25
8008516 BROWNSVILLE TX 78520 SFD 7.750 7.483 $ 2,292.52 360 1-Jan-30 $ 319,318.06
8011146 ATLANTA GA 30309 SFD 8.125 7.750 $ 2,506.67 360 1-Jan-30 $ 336,932.99
8015159 ROCKVILLE MD 20852 PUD 8.375 7.750 $ 2,828.23 360 1-Mar-30 $ 371,868.72
8015392 MINNETONKA MN 55305 SFD 8.500 7.750 $ 2,137.58 360 1-Mar-30 $ 277,831.59
8020472 PARK CITY UT 84060 LCO 8.375 7.750 $ 2,469.16 360 1-Feb-30 $ 324,453.77
8020814 BELLEVUE WA 98008 SFD 8.000 7.733 $ 2,201.29 360 1-Jan-30 $ 299,392.10
8022553 BEND OR 97707 SFD 8.375 7.750 $ 4,560.43 360 1-Feb-30 $ 599,251.54
8025388 ROCKVILLE MD 20852 PUD 8.500 7.750 $ 2,518.96 360 1-Feb-30 $ 327,201.67
8028719 CLARKSBURG MD 20871 SFD 8.250 7.750 $ 2,315.78 360 1-Mar-30 $ 308,053.44
8029972 APPLE VALLEY MN 55124 SFD 8.500 7.750 $ 2,214.47 360 1-Mar-30 $ 287,825.53
8030467 ASHLAND VA 23005 SFD 8.000 7.733 $ 1,067.63 360 1-Feb-30 $ 145,094.83
8033171 EAGE ID 83616 SFD 8.625 7.750 $ 4,044.51 360 1-Mar-30 $ 519,692.99
8043204 SHREWSBURY MA 01545 SFD 8.375 7.750 $ 2,341.02 360 1-Mar-30 $ 307,808.56
8046511 MAGNOLIA TX 77354 SFD 8.250 7.750 $ 676.14 360 1-Mar-30 $ 89,929.69
8046979 SEATTLE WA 98121 LCO 8.500 7.750 $ 2,275.37 360 1-Mar-30 $ 295,740.73
8050772 GRANTS PASS OR 97526 SFD 8.625 7.750 $ 2,041.70 360 1-Mar-30 $ 262,132.42
8051083 NIPOMO CA 93407 SFD 8.000 7.733 $ 2,296.68 360 1-Mar-30 $ 312,789.99
8054135 LITTLETON CO 80122 SFD 8.500 7.750 $ 3,383.22 360 1-Mar-30 $ 439,733.45
8054184 LOS ANGELES CA 90041 SFD 8.375 7.750 $ 2,314.42 360 1-Mar-30 $ 304,310.74
8054597 WEST DES MOINES IA 50265 SFD 8.625 7.750 $ 4,598.29 360 1-Mar-30 $ 590,850.96
8054634 SMYRNA GA 30080 SFD 8.750 7.750 $ 2,004.51 360 1-Mar-30 $ 254,653.41
8055060 SEATTLE WA 98146 SFD 8.625 7.750 $ 2,069.78 360 1-Mar-30 $ 265,952.89
8056935 LONGMONT CO 80503 SFD 8.375 7.750 $ 3,420.32 360 1-Mar-30 $ 449,720.31
8058011 RENO NV 89509 SFD 8.875 7.750 $ 5,171.69 360 1-Mar-30 $ 649,635.60
8058156 ATLANTA GA 30324 SFD 8.375 7.750 $ 2,974.16 360 1-Apr-30 $ 391,300.00
8061816 ARLINGTON HEIGHTS IL 60004 SFD 8.875 7.750 $ 3,007.54 360 1-Mar-30 $ 377,788.08
8067543 CANTON MI 48188 SFD 8.625 7.750 $ 2,450.04 360 1-Mar-30 $ 314,814.02
8069533 GLENDALE MD 20769 SFD 8.875 7.750 $ 2,116.42 360 1-Mar-30 $ 265,850.87
8070571 THOUSAND OAKS CA 91362 LCO 8.750 7.750 $ 2,882.59 360 1-Mar-30 $ 366,204.19
8070865 THOUSAND OAKS CA 91362 LCO 8.750 7.750 $ 2,445.85 360 1-Mar-30 $ 310,721.13
8074582 CARMEL CA 93923 SFD 8.125 7.750 $ 2,153.24 360 1-Mar-30 $ 286,810.30
8076749 FOLSOM CA 95630 SFD 8.625 7.750 $ 2,006.70 360 1-Mar-30 $ 257,847.68
8078996 COLORADO SPRINGS CO 80906 SFD 8.875 7.750 $ 2,840.45 360 1-Mar-30 $ 356,799.86
8099526 HENDERSON NV 89052 SFD 8.500 7.750 $ 2,258.68 360 1-Apr-30 $ 293,750.00
$81,989,873.18
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- ----- ------- --------- ------- ------- --------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
-------- ----- ------- --------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
4950036 63.54 0.250 0.017 0.483
5019394 80.00 0.250 0.017 0.483
5029308 75.00 0.250 0.017 0.733
5074601 65.48 0.250 0.017 0.483
5106714 70.00 0.250 0.017 0.000
5109428 80.00 0.250 0.017 0.358
5115759 61.58 0.250 0.017 0.000
5117711 55.12 0.250 0.017 0.108
5121645 80.00 0.250 0.017 0.000
5128438 79.90 0.250 0.017 0.108
5139516 50.16 0.250 0.017 0.233
5140117 80.00 0.250 0.017 0.233
5141964 80.00 0.250 0.017 0.000
5143098 70.00 0.250 0.017 0.858
5143753 65.45 0.250 0.017 0.358
5143776 46.30 0.250 0.017 0.000
5143893 75.00 0.250 0.017 0.000
5145713 80.00 0.250 0.017 0.108
5146441 80.00 0.250 0.017 0.233
5148112 80.00 0.250 0.017 0.608
5148319 76.44 0.250 0.017 0.483
5148341 80.00 0.250 0.017 0.358
5148917 40.20 0.250 0.017 0.233
5149041 75.00 0.250 0.017 0.608
5149244 76.50 0.250 0.017 0.233
5149698 51.37 0.250 0.017 0.733
5149911 65.39 0.250 0.017 0.233
5150165 80.00 0.250 0.017 0.483
5150737 61.95 0.250 0.017 0.108
5150805 69.89 0.250 0.017 0.483
5150902 89.99 33 0.250 0.017 0.733
5151078 55.22 0.250 0.017 0.000
5152847 75.00 0.250 0.017 0.733
5152894 70.00 0.250 0.017 0.483
5153648 48.00 0.250 0.017 0.858
5153818 80.00 0.250 0.017 0.108
5153880 90.00 33 0.250 0.017 0.483
5156274 70.63 0.250 0.017 0.483
5156492 80.00 0.250 0.017 0.608
5157426 74.72 0.250 0.017 0.108
5158221 80.00 0.250 0.017 0.733
5158294 86.05 12 0.250 0.017 0.000
5159080 70.40 0.250 0.017 0.483
5159338 71.49 0.250 0.017 0.483
5159778 90.00 24 0.250 0.017 0.483
5159852 74.00 0.250 0.017 0.000
5160120 90.00 06 0.250 0.017 0.608
5160397 90.00 12 0.250 0.017 0.608
5160847 80.00 0.250 0.017 0.483
5161179 87.47 06 0.250 0.017 0.608
5161938 80.00 0.250 0.017 1.233
5163151 75.00 0.250 0.017 0.608
5163362 69.31 0.250 0.017 0.233
5163910 80.00 0.250 0.017 0.233
5164826 40.52 0.250 0.017 1.358
5165303 62.00 0.250 0.017 0.108
5166338 29.29 0.250 0.017 0.858
5166592 79.05 0.250 0.017 0.608
5166650 67.92 0.250 0.017 0.358
5167912 70.00 0.250 0.017 1.233
5168193 79.88 0.250 0.017 1.483
5706677 77.81 0.250 0.017 0.000
5706713 95.00 11 0.250 0.017 0.000
5706779 87.93 06 0.250 0.017 0.000
5706787 79.83 0.250 0.017 0.000
5706809 80.00 0.250 0.017 0.233
5706827 73.33 0.250 0.017 0.000
5706830 80.00 0.250 0.017 0.233
5706837 50.00 0.250 0.017 0.108
5707014 64.65 0.250 0.017 0.000
5707028 85.61 06 0.250 0.017 0.233
5707049 80.00 0.250 0.017 0.000
5707070 80.00 0.250 0.017 0.000
5707081 70.01 0.250 0.017 0.000
5707093 80.00 0.250 0.017 0.000
5707295 89.29 17 0.250 0.017 0.108
5707301 80.00 0.250 0.017 0.108
5707769 80.00 0.250 0.017 0.483
5708264 90.00 17 0.250 0.017 0.358
5708304 80.00 0.250 0.017 0.483
5708344 57.97 0.250 0.017 0.000
5708347 61.08 0.250 0.017 0.000
5708364 69.85 0.250 0.017 0.000
5708393 78.22 0.250 0.017 0.108
5708408 89.83 06 0.250 0.017 0.000
5708415 80.00 0.250 0.017 0.000
5708429 77.05 0.250 0.017 0.233
5708447 80.00 0.250 0.017 0.000
5708459 76.15 0.250 0.017 0.733
5708472 57.47 0.250 0.017 0.358
5708473 80.00 0.250 0.017 0.108
5708486 80.00 0.250 0.017 0.108
5708504 80.00 0.250 0.017 0.000
5708511 80.00 0.250 0.017 0.000
5708518 69.35 0.250 0.017 0.000
5708534 74.96 0.250 0.017 0.000
5708536 79.91 0.250 0.017 0.000
5708549 76.36 0.250 0.017 0.108
5708550 89.99 06 0.250 0.017 0.000
5708738 80.00 0.250 0.017 0.608
5709067 79.38 0.250 0.017 0.000
5709080 79.92 0.250 0.017 0.000
5709105 90.00 33 0.250 0.017 0.000
5709119 64.60 0.250 0.017 0.000
5709216 56.44 0.250 0.017 0.358
5709494 65.00 0.250 0.017 0.358
5710419 85.00 33 0.250 0.017 1.233
5710487 80.00 0.250 0.017 0.983
5710974 80.00 0.250 0.017 0.858
5712014 74.94 0.250 0.017 0.733
5712253 80.00 0.250 0.017 0.000
5713112 79.71 0.250 0.017 0.000
5713149 79.59 0.250 0.017 0.608
5713568 79.99 0.250 0.017 0.483
5713804 79.12 0.250 0.017 0.000
5713818 80.00 0.250 0.017 0.233
5713839 80.00 0.250 0.017 0.233
5713882 83.78 11 0.250 0.017 0.108
5714096 80.00 0.250 0.017 0.233
5714180 69.51 0.250 0.017 0.233
5714252 84.21 17 0.250 0.017 0.000
5714263 80.00 0.250 0.017 0.608
5714291 80.00 0.250 0.017 0.483
5715528 74.07 0.250 0.017 0.608
5716187 49.23 0.250 0.017 0.000
5716674 90.00 06 0.250 0.017 1.108
5716751 31.25 0.250 0.017 0.733
5717469 70.00 0.250 0.017 0.733
5722148 79.91 0.250 0.017 0.483
5722150 57.14 0.250 0.017 0.000
5722162 69.13 0.250 0.017 0.000
5722165 80.00 0.250 0.017 0.483
5722171 80.00 0.250 0.017 0.000
5722180 74.72 0.250 0.017 0.000
5722195 43.48 0.250 0.017 0.000
5722256 80.00 0.250 0.017 0.000
5722282 74.99 0.250 0.017 0.108
5722302 80.00 0.250 0.017 0.233
5722318 75.42 0.250 0.017 0.000
5722321 79.89 0.250 0.017 0.000
5722329 50.94 0.250 0.017 0.233
5722338 80.00 0.250 0.017 0.000
5722368 78.45 0.250 0.017 0.000
5722372 76.57 0.250 0.017 0.000
5722378 72.22 0.250 0.017 0.000
5722383 80.00 0.250 0.017 0.000
5722397 79.03 0.250 0.017 0.000
5722398 79.99 0.250 0.017 0.358
5722409 68.00 0.250 0.017 0.108
5722418 80.00 0.250 0.017 0.233
5722427 75.00 0.250 0.017 0.108
5722428 80.00 0.250 0.017 0.358
5722448 80.00 0.250 0.017 0.000
5722452 55.26 0.250 0.017 0.000
5722470 75.00 0.250 0.017 0.233
5722486 80.00 0.250 0.017 0.000
5722495 85.15 06 0.250 0.017 0.000
5722533 80.00 0.250 0.017 0.000
5722546 73.97 0.250 0.017 0.858
7032843 70.00 0.250 0.017 0.000
7132657 80.00 0.250 0.017 0.000
7593402 80.00 0.250 0.017 0.000
7596607 63.16 0.250 0.017 0.000
7675013 90.00 01 0.250 0.017 0.983
7680763 80.00 0.250 0.017 0.000
7691677 73.33 0.250 0.017 0.233
7696881 71.43 0.250 0.017 0.000
7723815 90.00 06 0.250 0.017 0.608
7744766 75.90 0.250 0.017 0.000
7787342 55.16 0.250 0.017 0.733
7793002 70.00 0.250 0.017 0.000
7852482 80.00 0.250 0.017 0.483
7866033 78.66 0.250 0.017 0.858
7870075 80.00 0.250 0.017 0.733
7907932 80.00 0.250 0.017 0.108
7913986 56.00 0.250 0.017 0.358
7940717 76.00 0.250 0.017 0.733
7944910 80.00 0.250 0.017 0.233
7951245 79.89 0.250 0.017 0.358
7954145 53.67 0.250 0.017 0.000
7961225 79.70 0.250 0.017 0.233
7969404 61.98 0.250 0.017 0.000
7972116 74.41 0.250 0.017 0.733
7976789 80.00 0.250 0.017 0.358
7981198 72.34 0.250 0.017 0.000
7981667 29.59 0.250 0.017 0.000
7981737 79.58 0.250 0.017 0.233
7987865 90.00 11 0.250 0.017 0.000
7989066 80.00 0.250 0.017 0.358
7990866 59.82 0.250 0.017 0.358
7990899 80.00 0.250 0.017 0.000
7991935 80.70 01 0.250 0.017 0.358
7992841 94.83 33 0.250 0.017 0.608
7996558 80.00 0.250 0.017 0.000
8003752 80.00 0.250 0.017 0.108
8004134 74.98 0.250 0.017 0.000
8004812 94.77 01 0.250 0.017 0.233
8005741 90.00 06 0.250 0.017 0.108
8006275 80.00 0.250 0.017 0.000
8008380 80.00 0.250 0.017 0.608
8008516 80.00 0.250 0.017 0.000
8011146 80.00 0.250 0.017 0.108
8015159 80.00 0.250 0.017 0.358
8015392 66.99 0.250 0.017 0.483
8020472 90.00 11 0.250 0.017 0.358
8020814 80.00 0.250 0.017 0.000
8022553 40.00 0.250 0.017 0.358
8025388 70.00 0.250 0.017 0.483
8028719 79.99 0.250 0.017 0.233
8029972 80.00 0.250 0.017 0.483
8030467 59.27 0.250 0.017 0.000
8033171 80.00 0.250 0.017 0.608
8043204 80.00 0.250 0.017 0.358
8046511 60.04 0.250 0.017 0.233
8046979 80.00 0.250 0.017 0.483
8050772 71.33 0.250 0.017 0.608
8051083 79.85 0.250 0.017 0.000
8054135 80.00 0.250 0.017 0.483
8054184 75.00 0.250 0.017 0.358
8054597 80.00 0.250 0.017 0.608
8054634 80.00 0.250 0.017 0.733
8055060 89.00 11 0.250 0.017 0.608
8056935 45.00 0.250 0.017 0.358
8058011 68.42 0.250 0.017 0.858
8058156 70.00 0.250 0.017 0.358
8061816 80.00 0.250 0.017 0.858
8067543 90.00 33 0.250 0.017 0.608
8069533 95.00 11 0.250 0.017 0.858
8070571 80.00 0.250 0.017 0.733
8070865 80.00 0.250 0.017 0.733
8074582 74.36 0.250 0.017 0.108
8076749 70.68 0.250 0.017 0.608
8078996 70.00 0.250 0.017 0.858
8099526 80.00 0.250 0.017 0.483
</TABLE>
COUNT: 234
WAC: 8.243921862
WAM: 356.5261017
WALTV: 73.9267349
<PAGE>
EXHIBIT F-2B
[Schedule of Group II Mortgage Loans Serviced by WFHM in Frederick, Maryland]
<TABLE>
WFMBS
WFHMI / 2000-01 Exhibit F-2B (Group II)
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- -------------------- ----- ----- -------- -------- -------- ---------- -------- --------- --------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- -------------------- ----- ----- -------- -------- -------- ---------- -------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4993259 SCOTTSDALE AZ 85259 SFD 7.125 6.858 $ 2,898.66 180 1-Jan-15 $ 316,986.20
5001534 CRESSKILL NJ 07626 LCO 7.625 7.000 $ 2,666.94 180 1-Sep-14 $ 279,415.21
5007631 ARLINGTON TX 76016 SFD 7.125 6.858 $ 3,971.16 180 1-May-14 $ 412,273.11
5008974 PLANTATION FL 33324 SFD 7.250 6.983 $ 3,423.24 180 1-Jan-15 $ 371,506.14
5030873 WHITEHOUSE STATION NJ 08889 SFD 7.625 7.000 $ 3,082.63 180 1-Jan-15 $ 326,971.47
5041779 CLINTON NJ 08801 SFD 7.125 6.858 $ 2,717.50 180 1-Jan-15 $ 297,174.54
5042049 WARREN NJ 07059 SFD 7.250 6.983 $ 5,750.36 180 1-Jan-15 $ 624,056.00
5050688 SCOTTSDALE AZ 85259 SFD 7.375 7.000 $ 2,992.27 180 1-Nov-14 $ 320,245.60
5071446 DIX HILLS NY 11746 SFD 7.375 7.000 $ 3,477.31 180 1-Aug-14 $ 368,566.79
5073050 CINCINNATI OH 45242 SFD 7.375 7.000 $ 2,713.78 180 1-Dec-14 $ 291,363.60
5073931 KATY TX 77493 SFD 6.875 6.608 $ 2,318.83 180 1-Aug-14 $ 250,413.51
5076537 WHITE PLAINS NY 10605 SFD 7.500 7.000 $ 3,290.90 180 1-Sep-14 $ 346,295.79
5079346 CHESTER NJ 07930 SFD 7.500 7.000 $ 4,133.33 180 1-Feb-15 $ 443,174.38
5083722 CHARLESTON WV 25314 SFD 7.125 6.858 $ 2,305.35 180 1-Feb-15 $ 252,906.77
5085343 SANTA FE NM 87505 SFD 7.125 6.858 $ 4,169.54 180 1-Jul-14 $ 447,060.08
5087219 GLENEDEN BEACH OR 97388 SFD 7.875 7.000 $ 2,655.66 180 1-Oct-14 $ 275,009.80
5088108 GREAT NECK NY 11023 SFD 8.000 7.000 $ 3,121.16 180 1-Feb-15 $ 324,706.05
5088232 HOLMDEL NJ 07733 SFD 8.375 7.000 $ 3,126.79 180 1-Dec-14 $ 316,285.77
5089343 GALESBURG MI 49053 SFD 7.000 6.733 $ 2,480.77 180 1-Nov-14 $ 271,595.05
5092777 PLEASANTON CA 94566 SFD 7.500 7.000 $ 3,300.17 180 1-Dec-14 $ 351,658.83
5098189 PLANO TX 75093 SFD 7.375 7.000 $ 5,240.07 180 1-Jan-15 $ 564,370.03
5098729 CLEARWATER FL 33762 SFD 7.250 6.983 $ 2,738.59 180 1-Jan-15 $ 297,204.91
5100009 NEW CANAAN CT 06840 SFD 7.625 7.000 $ 3,969.12 180 1-Dec-14 $ 419,774.47
5102191 HARVEY CEDARS NJ 08008 SFD 8.375 7.000 $ 3,455.20 180 1-Oct-14 $ 344,525.67
5104080 MOUNTAIN LAKES NJ 07046 SFD 7.750 7.000 $ 3,012.09 180 1-Dec-14 $ 316,181.52
5104693 DENVER CO 80230 SFD 7.625 7.000 $ 2,797.25 180 1-Nov-14 $ 294,920.33
5105761 LAS VEGAS NV 89135 SFD 7.375 7.000 $ 2,989.76 180 1-Dec-14 $ 320,993.81
5105799 CLIFFSIDE PARK NJ 07010 SFD 7.875 7.000 $ 3,385.97 180 1-Dec-14 $ 352,786.12
5106288 APOLLO BEACH FL 33572 SFD 7.250 6.983 $ 3,030.71 180 1-Dec-14 $ 327,863.19
5108018 BELLEVUE WA 98008 SFD 7.000 6.733 $ 3,918.90 180 1-Dec-14 $ 430,449.40
5109400 ABILENE TX 79606 SFD 7.500 7.000 $ 3,676.54 180 1-Dec-14 $ 391,763.73
5110375 SUDBURY MA 01776 SFD 7.750 7.000 $ 3,576.85 180 1-Dec-14 $ 374,449.35
5110402 KENOSHA WI 53143 SFD 7.375 7.000 $ 2,649.38 180 1-Nov-14 $ 283,548.73
5110681 SHREWSBURY MA 01545 SFD 7.375 7.000 $ 2,345.81 180 1-Feb-15 $ 253,437.97
5111373 NEW YORK NY 10028 COP 7.500 7.000 $ 5,332.64 180 1-Jan-15 $ 570,005.37
5111532 PARKLAND FL 33076 SFD 6.750 6.483 $ 2,265.37 180 1-Nov-14 $ 251,826.46
5113396 ALPHARETTA GA 30004 SFD 7.375 7.000 $ 2,653.06 180 1-Dec-14 $ 284,844.99
5114799 HOUSTON TX 77062 SFD 7.625 7.000 $ 4,605.27 180 1-Jan-15 $ 488,553.87
5115750 ALEXANDRIA VA 22314 SFD 7.625 7.000 $ 2,802.39 180 1-Mar-15 $ 299,103.86
5116297 EAGLE ID 83616 SFD 7.875 7.000 $ 3,793.80 180 1-Feb-15 $ 397,654.73
5116925 WASHINGTON DC 20007 SFD 8.000 7.000 $ 3,189.49 180 1-Nov-14 $ 318,661.48
5117457 JERICHO NY 11753 LCO 7.875 7.000 $ 4,400.81 180 1-Jan-15 $ 459,905.82
5120219 BROOKVILLE NY 11545 SFD 7.625 7.000 $ 8,295.08 180 1-Dec-14 $ 877,288.12
5120594 MONTGOMERY NJ 08558 SFD 7.875 7.000 $ 3,907.62 180 1-Dec-14 $ 407,136.91
5121638 FORT LEE NJ 07024 LCO 8.250 7.000 $ 485.08 180 1-Apr-15 $ 50,000.00
5121966 CARMEL IN 46033 SFD 7.000 6.733 $ 2,287.52 180 1-Jan-15 $ 251,907.66
5122348 AMBLER PA 19002 SFD 7.750 7.000 $ 2,823.83 180 1-Feb-15 $ 298,221.62
5122539 ALPINE NJ 07620 SFD 7.625 7.000 $ 6,071.84 180 1-Jan-15 $ 644,138.02
5123225 LAKE FOREST IL 60045 SFD 7.250 6.983 $ 3,605.81 180 1-Jan-15 $ 391,319.80
5123331 LAKE IN THE HILLS IL 60102 SFD 7.625 7.000 $ 2,719.72 180 1-Jan-15 $ 288,524.28
5123970 SAN FRANCISCO CA 94122 SFD 7.875 7.000 $ 2,655.66 180 1-Dec-14 $ 276,695.01
5125009 POOLESVILLE MD 20837 SFD 7.500 7.000 $ 3,708.05 180 1-Jan-15 $ 370,886.30
5125140 JACKSON WY 83001 SFD 7.625 7.000 $ 3,017.24 180 1-Jan-15 $ 320,087.05
5125730 EAST HILLS NY 11577 SFD 7.875 7.000 $ 2,864.32 180 1-Feb-15 $ 300,229.32
5125979 HONOLULU HI 96821 SFD 7.625 7.000 $ 6,071.85 180 1-Jan-15 $ 644,093.48
5126142 BOXBOROUGH MA 01719 SFD 7.250 6.983 $ 2,556.02 180 1-Feb-15 $ 278,266.07
5126398 BOCA RATON FL 33487 SFD 7.750 7.000 $ 3,030.91 180 1-Feb-15 $ 320,091.20
5126498 PLANO TX 75093 SFD 7.375 7.000 $ 4,599.62 180 1-Jan-15 $ 495,391.68
5126579 SUWANEE GA 30024 SFD 7.625 7.000 $ 2,377.37 180 1-Jan-15 $ 252,204.77
5127098 SAN JOSE CA 95129 SFD 7.250 6.983 $ 2,318.68 180 1-Jan-15 $ 251,633.47
5127551 DECATUR GA 30030 SFD 7.125 6.858 $ 2,305.35 180 1-Feb-15 $ 252,906.77
5127646 SMYRNA GA 30080 SFD 6.750 6.483 $ 2,252.10 180 1-Jan-15 $ 252,024.52
5127653 HUNTINGTON CT 06484 SFD 7.750 7.000 $ 2,588.51 180 1-Nov-14 $ 267,845.93
5128068 LITTLE CANADA MN 55109 SFD 7.750 7.000 $ 3,200.34 180 1-Jan-15 $ 336,966.98
5128094 BRIELLE NJ 08730 SFD 7.875 7.000 $ 8,948.39 180 1-Feb-15 $ 937,943.23
5128333 IRVINGTON NY 10533 SFD 7.875 7.000 $ 2,807.42 180 1-Dec-14 $ 292,506.11
5128442 POWAY CA 92064 SFD 7.375 7.000 $ 2,575.79 180 1-Jan-15 $ 277,411.20
5128516 DELRAY BEACH FL 33483 SFD 7.375 7.000 $ 2,341.21 180 1-Dec-14 $ 251,362.84
5128906 SOUTH BETHANY DE 19930 SFD 7.625 7.000 $ 2,377.37 180 1-Jan-15 $ 252,204.77
5129263 DALLAS TX 75229 SFD 7.625 7.000 $ 3,502.99 180 1-Jan-15 $ 371,618.06
5129494 CLIFTON VA 20124 SFD 7.875 7.000 $ 2,413.81 180 1-Jan-15 $ 252,250.32
5129542 BASKING RIDGE NJ 07920 LCO 7.125 6.858 $ 3,170.41 180 1-Apr-15 $ 350,000.00
5129653 CHICAGO IL 60622 SFD 7.375 7.000 $ 2,341.21 180 1-Feb-15 $ 252,941.03
5131097 NEW YORK NY 10021 HCO 8.000 7.000 $ 4,778.27 180 1-Jan-15 $ 495,636.22
5131568 SHERMAN OAKS CA 91401 SFD 8.000 7.000 $ 2,329.41 180 1-Dec-14 $ 240,904.06
5131763 ROSLYN NY 11576 LCO 8.000 7.000 $ 3,344.79 180 1-Feb-15 $ 347,970.34
5136140 NEW YORK NY 10011 HCO 7.750 7.000 $ 3,106.21 180 1-Dec-14 $ 326,062.22
5136814 MOORESTOWN NJ 08057 SFD 8.500 7.000 $ 3,545.06 180 1-Sep-14 $ 352,481.01
5137119 WOODMERE NY 11598 SFD 7.250 6.983 $ 2,921.17 180 1-Mar-15 $ 319,012.16
5137354 JOPLIN MO 64804 SFD 7.875 7.000 $ 3,926.58 180 1-Feb-15 $ 411,572.66
5137861 LOS ANGELES CA 90039 SFD 7.875 7.000 $ 1,735.67 180 1-Feb-15 $ 179,383.51
5138040 NAPLES FL 34108 HCO 8.875 7.000 $ 2,758.76 180 1-Apr-15 $ 274,000.00
5138234 NEW YORK NY 10022 HCO 7.750 7.000 $ 3,012.09 180 1-Feb-15 $ 318,103.05
5138882 WALKER MN 56484 SFD 8.125 7.000 $ 2,996.49 180 1-Jan-15 $ 308,513.67
5139214 TOWNSHIP OF MORRIS NJ 07960 SFD 7.250 6.983 $ 2,906.56 180 1-Apr-15 $ 318,400.00
5139292 GREENWICH CT 06878 SFD 7.625 7.000 $ 4,904.19 180 1-Mar-15 $ 523,431.75
5139305 LATHAM NY 12110 SFD 7.625 7.000 $ 1,280.98 180 1-Jan-15 $ 135,893.27
5140250 BRYSON CITY NC 28713 SFD 8.000 7.000 $ 2,479.92 180 1-Jan-15 $ 257,235.21
5140439 WEST GROVE PA 19390 SFD 7.125 6.858 $ 5,661.45 180 1-Feb-15 $ 621,087.40
5140511 CUDJOE KEY FL 33042 SFD 7.875 7.000 $ 4,305.96 180 1-Mar-15 $ 452,673.42
5141343 WESTON CT 06870 SFD 7.625 7.000 $ 5,137.72 180 1-Mar-15 $ 548,357.07
5141435 PONTE VEDRA BEACH FL 32082 LCO 8.125 7.000 $ 1,284.01 180 1-Feb-15 $ 132,585.18
5141599 ITASCA IL 60143 SFD 8.125 7.000 $ 2,927.17 180 1-Feb-15 $ 302,256.44
5141921 SAN FRANCISCO CA 94116 SFD 7.875 7.000 $ 2,845.35 180 1-Feb-15 $ 298,241.05
5142330 COLUMBUS OH 43209 SFD 8.000 7.000 $ 4,367.79 120 1-Jan-10 $ 354,057.19
5143361 LOOMIS CA 95650 SFD 8.250 7.000 $ 2,910.43 180 1-Apr-15 $ 300,000.00
5143615 FARMINGTON HILLS MI 48331 LCO 7.875 7.000 $ 2,987.62 180 1-Feb-15 $ 311,139.97
5145005 RANCHO SANTA FE CA 92067 PUD 8.000 7.000 $ 9,556.53 180 1-Feb-15 $ 994,201.01
5145829 FORT MYERS FL 33908 SFD 8.250 7.000 $ 472.95 180 1-Feb-15 $ 48,473.47
5146095 SUISUN CA 94585 SFD 8.000 7.000 $ 4,305.22 180 1-Feb-15 $ 447,887.54
5146268 MERRICK NY 11566 SFD 7.750 7.000 $ 1,560.14 120 1-Mar-10 $ 129,279.44
5146463 OAKLAND CA 94602 SFD 8.375 7.000 $ 2,675.71 180 1-Feb-15 $ 271,438.45
5146671 JUPITER FL 33477 SFD 8.000 7.000 $ 2,866.96 180 1-Feb-15 $ 298,260.30
5147601 SEATTLE WA 98101 LCO 8.250 7.000 $ 3,686.53 180 1-Feb-15 $ 377,844.56
5147604 PINECREST FL 33156 SFD 8.000 7.000 $ 5,447.22 180 1-Mar-15 $ 568,352.78
5148625 LEXINGTON MA 02420 SFD 8.250 7.000 $ 3,007.44 180 1-Mar-15 $ 309,123.81
5148960 CARMEL VALLEY CA 93924 SFD 8.250 7.000 $ 4,540.26 180 1-Mar-15 $ 466,677.24
5149093 ALPHARETTA GA 30022 SFD 7.750 7.000 $ 3,764.17 180 1-Mar-15 $ 398,718.52
5150244 FAYETTEVILLE AR 72701 SFD 7.250 6.983 $ 2,998.75 180 1-Jan-15 $ 325,137.58
5150673 CASHIERS NC 28717 SFD 8.125 7.000 $ 8,665.95 180 1-Mar-15 $ 897,427.80
5151044 BOCA RATON FL 33431 SFD 7.875 7.000 $ 3,793.80 180 1-Apr-15 $ 400,000.00
5151900 BASKING RIDGE NJ 07920 SFD 7.625 7.000 $ 5,223.66 180 1-Mar-15 $ 557,529.59
5153528 BROOKLYN NY 11223 MF2 7.875 7.000 $ 5,975.23 180 1-Feb-15 $ 626,306.21
5153728 EASTTOWN TOWNSHIP PA 19312 SFD 6.875 6.608 $ 2,507.01 180 1-Feb-15 $ 279,301.78
5154538 BAYSIDE NY 11364 MF2 8.750 7.000 $ 1,998.90 180 1-Mar-15 $ 199,459.43
5157407 FOLSOM CA 95630 SFD 8.000 7.000 $ 3,863.23 180 1-Apr-15 $ 404,250.00
5157519 BELMONT NC 28012 SFD 8.125 7.000 $ 2,696.08 180 1-Apr-15 $ 280,000.00
5157530 HUNTINGTON NY 11743 SFD 8.625 7.000 $ 3,472.29 180 1-Mar-15 $ 349,043.34
5163703 HEWLETT HARBOR NY 11557 SFD 8.250 7.000 $ 9,701.41 180 1-Apr-15 $ 1,000,000.00
5163831 LINCROFT NJ 07738 SFD 8.500 7.000 $ 4,926.66 180 1-Apr-15 $ 500,300.00
5164537 SANTA MONICA CA 90402 SFD 7.000 6.733 $ 7,361.41 180 1-Apr-15 $ 819,000.00
5167654 HOUSTON TX 77083 PUD 8.500 7.000 $ 827.19 180 1-Mar-15 $ 83,767.81
5168046 OLD WESTBURY NY 11568 SFD 8.375 7.000 $ 2,932.28 180 1-Mar-15 $ 299,161.47
5708077 MARINA DEL REY CA 90292 LCO 8.375 7.000 $ 4,764.96 180 1-Apr-15 $ 487,500.00
5710482 STRAFFORD MO 65757 SFD 8.250 7.000 $ 4,035.79 180 1-Apr-15 $ 416,000.00
5713153 MISSION VIEJO CA 92692 PUD 7.000 6.733 $ 2,732.44 180 1-Apr-15 $ 304,000.00
5725611 EL PASO TX 79912 SFD 6.625 6.358 $ 4,810.97 180 1-Sep-14 $ 535,240.23
7146707 WYOMING MN 55092 SFD 7.375 7.000 $ 5,979.50 180 1-Aug-14 $ 633,776.56
7217807 HOUSTON TX 77081 SFD 7.625 7.000 $ 3,784.16 180 1-Jan-15 $ 401,446.62
7499655 DAVIS CA 95616 SFD 8.000 7.000 $ 3,631.48 180 1-Feb-15 $ 377,796.38
7648738 SOUTH RIVER NJ 08882 SFD 8.000 7.000 $ 1,767.96 180 1-Dec-14 $ 182,840.01
7649653 COLORADO SPRINGS CO 80919 SFD 7.875 7.000 $ 1,422.67 180 1-Dec-14 $ 148,229.49
7654012 SOLEBURY PA 18901 SFD 7.250 6.983 $ 4,107.88 180 1-Nov-14 $ 442,969.91
7718694 ORONOCO MN 55960 SFD 7.625 7.000 $ 4,521.19 180 1-Dec-14 $ 478,161.56
7720709 GREEN OAKS IL 60048 SFD 7.750 7.000 $ 2,823.83 180 1-Nov-14 $ 294,236.36
7750328 BOISE ID 83703 SFD 6.750 6.483 $ 3,451.15 180 1-Nov-14 $ 383,641.87
7758396 WILMINGTON DE 19803 SFD 7.875 7.000 $ 2,883.29 180 1-Dec-14 $ 300,411.71
7762001 WOODBURY MN 55125 PUD 7.625 7.000 $ 2,662.28 180 1-Jul-14 $ 277,140.26
7793801 SAN DIEGO CA 92128 SFD 7.875 7.000 $ 3,868.73 180 1-Jan-15 $ 404,300.82
7794886 CHROMO CO 81128 SFD 8.500 7.000 $ 3,101.93 180 1-Dec-14 $ 311,480.10
7799483 NAPLES FL 34105 SFD 7.750 7.000 $ 4,247.04 180 1-Jan-15 $ 447,175.00
7809474 LAKEVILLE MN 55044 SFD 6.750 6.483 $ 2,272.45 180 1-Jul-14 $ 248,975.39
7836967 WEST LAKELAND MN 55082 SFD 6.875 6.608 $ 4,830.28 180 1-Jul-14 $ 524,960.90
7889601 WINTER PARK CO 80482 SFD 8.000 7.000 $ 3,050.44 180 1-Oct-14 $ 313,572.29
7910103 SAN DIEGO CA 92128 SFD 7.875 7.000 $ 4,326.83 180 1-Feb-15 $ 453,525.21
7916112 WEST LONG BRANCH NJ 07764 SFD 7.500 7.000 $ 834.31 180 1-Oct-14 $ 86,824.64
7922705 SCOTTS VALLEY CA 95066 SFD 7.750 7.000 $ 2,778.65 180 1-Oct-14 $ 289,881.88
7937223 LAGUNA BEACH CA 92651 SFD 7.875 7.000 $ 3,082.46 180 1-Nov-14 $ 320,189.03
7937539 FAIR OAKS CA 95628 SFD 8.125 7.000 $ 4,790.34 180 1-Dec-14 $ 491,754.57
7938393 CEDAR RAPIDS IA 52403 SFD 7.875 7.000 $ 4,400.81 180 1-Nov-14 $ 457,131.39
7938442 BATAVIA IL 60510 SFD 8.500 7.000 $ 3,151.17 180 1-Nov-14 $ 315,514.39
7939703 LONGMONT CO 80501 SFD 7.750 7.000 $ 3,237.99 180 1-Nov-14 $ 337,389.01
7940434 SO.SAN FRANCISCO CA 94080 SFD 7.750 7.000 $ 3,294.46 180 1-Dec-14 $ 345,823.59
7946501 SAN JOSE CA 95123 SFD 7.500 7.000 $ 3,188.32 180 1-Dec-14 $ 339,740.98
7948848 GULF BREEZE FL 32561 SFD 7.625 7.000 $ 2,977.07 180 1-Dec-14 $ 314,855.56
7950723 ATLANTA GA 30339 SFD 7.750 7.000 $ 3,332.12 180 1-Dec-14 $ 349,775.83
7955164 DENVER CO 80210 SFD 8.000 7.000 $ 2,866.96 180 1-Dec-14 $ 296,497.33
7959545 SUGAR LAND TX 77479 SFD 7.750 7.000 $ 4,134.08 180 1-Dec-14 $ 433,959.19
7961502 FAYETTEVILLE NY 13066 SFD 7.750 7.000 $ 4,021.53 180 1-Jan-15 $ 423,431.74
7964031 ISSAQUAH WA 98029 SFD 7.875 7.000 $ 3,363.20 180 1-Nov-14 $ 349,350.86
7965267 BRECKENRIDGE CO 80424 SFD 7.875 7.000 $ 9,412.11 120 1-Nov-09 $ 758,249.58
7966164 DALLAS TX 75225 SFD 8.250 7.000 $ 3,686.53 180 1-Nov-14 $ 374,555.51
7968947 ASHEVILLE NC 28804 SFD 7.750 7.000 $ 4,706.38 180 1-Nov-14 $ 492,517.91
7969374 SANTA BARBARA CA 93111 SFD 8.000 7.000 $ 3,344.78 180 1-Nov-14 $ 193,016.00
7969543 CONCORD NC 28027 SFD 7.750 7.000 $ 2,785.23 180 1-Dec-14 $ 292,138.33
7971441 BEAUFORT SC 29902 SFD 7.500 7.000 $ 2,873.74 180 1-Feb-15 $ 308,121.67
7973245 AUSTIN TX 78746 SFD 8.000 7.000 $ 4,021.54 180 1-Jan-15 $ 415,123.28
7983210 BENICIA CA 94510 SFD 7.375 7.000 $ 3,237.21 180 1-Dec-14 $ 347,562.25
7984265 BELLINGHAM WA 98225 SFD 7.625 7.000 $ 3,736.52 180 1-Dec-14 $ 395,174.83
7986016 BIG LAKE MN 55309 SFD 7.375 7.000 $ 3,817.68 180 1-Jan-15 $ 411,175.11
7986939 PINEHURST NC 28374 SFD 7.750 7.000 $ 7,059.57 180 1-Jan-15 $ 743,309.52
7991164 STOCKTON CA 95219 SFD 7.500 7.000 $ 2,342.56 180 1-Jan-15 $ 250,396.12
7991294 EADS TN 38028 SFD 7.750 7.000 $ 4,677.67 180 1-Dec-14 $ 491,020.06
7991970 SAN JUAN CAPISTRA CA 92675 SFD 7.875 7.000 $ 7,113.37 180 1-Jan-15 $ 743,382.28
7996409 NEW ALBANY OH 43054 SFD 6.750 6.483 $ 3,097.18 180 1-Jan-15 $ 346,595.63
8006236 NEW YORK NY 10010 HCO 7.875 7.000 $ 4,030.91 180 1-Feb-15 $ 422,508.15
8008990 WASHINGTON DC 20009 LCO 7.875 7.000 $ 2,579.78 180 1-Feb-15 $ 270,405.22
8010102 EL CAJON CA 92020 SFD 7.500 7.000 $ 2,818.12 180 1-Jan-15 $ 301,228.39
8013694 NOVATO CA 94947 SFD 7.875 7.000 $ 3,300.61 180 1-Jan-15 $ 344,929.36
8018778 SANTA BARBARA CA 93105 SFD 7.250 6.983 $ 5,933.61 180 1-Jan-15 $ 643,943.97
8019202 BRECKENRIDGE CO 80424 SFD 8.125 7.000 $ 337.01 180 1-Jan-15 $ 34,697.87
8019992 CRANFORD TOWNSHIP NJ 07016 SFD 7.625 7.000 $ 1,214.37 180 1-Jan-15 $ 128,627.59
8022165 WATERLOO IA 50701 SFD 7.875 7.000 $ 3,300.61 180 1-Mar-15 $ 346,983.14
8027101 SCOTTSDALE AZ 85331 SFD 7.750 7.000 $ 3,012.08 180 1-Jan-15 $ 317,145.41
8029724 AURORA CO 80013 LCO 8.125 7.000 $ 506.24 180 1-Jan-15 $ 52,121.15
8029754 SAN MATEO CA 94404 LCO 7.875 7.000 $ 2,845.35 180 1-Feb-15 $ 298,241.05
8032628 LOS ANGELES CA 91344 SFD 7.750 7.000 $ 2,812.53 180 1-Feb-15 $ 295,833.60
8035055 AUSTIN TX 78746 SFD 7.750 7.000 $ 2,965.02 180 1-Feb-15 $ 313,132.69
8036949 LINDEN NJ 07036 MF2 8.250 7.000 $ 776.11 180 1-Feb-15 $ 79,546.23
8043575 RENO NV 89511 SFD 8.125 7.000 $ 6,258.73 180 1-Mar-15 $ 648,142.31
8044121 BEAVERTON OR 97006 SFD 8.125 7.000 $ 2,697.51 180 1-Mar-15 $ 279,349.34
8046008 WEXFORD PA 15090 SFD 7.750 7.000 $ 2,917.95 180 1-Mar-15 $ 309,084.13
8049707 NORTH OAKS MN 55127 SFD 7.875 7.000 $ 3,841.22 180 1-Mar-15 $ 403,816.59
8051312 ALTO MI 49302 SFD 9.000 7.000 $ 3,316.65 180 1-Feb-15 $ 325,265.22
8052883 EAGAN MN 55122 SFD 8.000 7.000 $ 2,580.26 180 1-Feb-15 $ 268,434.28
8055511 NEWBURYPORT MA 01950 SFD 8.250 7.000 $ 2,764.90 180 1-Mar-15 $ 284,194.48
8057054 FRANKTOWN CO 80116 SFD 8.375 7.000 $ 3,511.40 180 1-Mar-15 $ 358,245.87
8069580 CORAL SPRINGS FL 33076 SFD 9.250 7.000 $ 2,732.89 180 1-Mar-15 $ 264,850.96
8071327 OAK PARK CA 91377 SFD 8.125 7.000 $ 2,984.94 180 1-Mar-15 $ 309,114.02
8072441 HOUSTON TX 77057 SFD 8.250 7.000 $ 2,653.33 180 1-Mar-15 $ 272,726.98
8090111 WAUKEE IA 50263 SFD 8.500 7.000 $ 3,387.50 180 1-Apr-15 $ 344,000.00
$73,454,932.74
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- ----- ------- --------- ------- ------- --------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
-------- ----- ------- --------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
4993259 77.67 0.250 0.017 0.000
5001534 79.99 0.250 0.017 0.358
5007631 80.00 0.250 0.017 0.000
5008974 72.82 0.250 0.017 0.000
5030873 79.66 0.250 0.017 0.358
5041779 80.00 0.250 0.017 0.000
5042049 75.00 0.250 0.017 0.000
5050688 90.00 06 0.250 0.017 0.108
5071446 70.00 0.250 0.017 0.108
5073050 59.60 0.250 0.017 0.108
5073931 85.25 13 0.250 0.017 0.000
5076537 59.17 0.250 0.017 0.233
5079346 78.59 0.250 0.017 0.233
5083722 62.27 0.250 0.017 0.000
5085343 63.93 0.250 0.017 0.000
5087219 80.00 0.250 0.017 0.608
5088108 75.08 0.250 0.017 0.733
5088232 79.99 0.250 0.017 1.108
5089343 80.00 0.250 0.017 0.000
5092777 80.00 GD 4YR 0.250 0.017 0.233
5098189 61.94 0.250 0.017 0.108
5098729 75.00 0.250 0.017 0.000
5100009 47.21 FX15YR 0.250 0.017 0.358
5102191 70.00 0.250 0.017 1.108
5104080 80.00 0.250 0.017 0.483
5104693 79.99 0.250 0.017 0.358
5105761 57.23 0.250 0.017 0.108
5105799 49.93 0.250 0.017 0.608
5106288 80.00 0.250 0.017 0.000
5108018 80.00 0.250 0.017 0.000
5109400 43.82 0.250 0.017 0.233
5110375 47.50 0.250 0.017 0.483
5110402 80.00 0.250 0.017 0.108
5110681 80.00 GD 5YR 0.250 0.017 0.108
5111373 65.00 0.250 0.017 0.233
5111532 71.91 0.250 0.017 0.000
5113396 80.00 GD 3YR 0.250 0.017 0.108
5114799 85.00 06 0.250 0.017 0.358
5115750 57.14 0.250 0.017 0.358
5116297 79.37 0.250 0.017 0.608
5116925 89.00 12 0.250 0.017 0.733
5117457 80.00 0.250 0.017 0.608
5120219 64.97 0.250 0.017 0.358
5120594 80.00 0.250 0.017 0.608
5121638 34.48 0.250 0.017 0.983
5121966 64.43 0.250 0.017 0.000
5122348 60.61 0.250 0.017 0.483
5122539 61.90 0.250 0.017 0.358
5123225 79.80 0.250 0.017 0.000
5123331 90.00 11 0.250 0.017 0.358
5123970 74.27 0.250 0.017 0.608
5125009 72.86 GD 5YR 0.250 0.017 0.233
5125140 54.75 0.250 0.017 0.358
5125730 54.91 0.250 0.017 0.608
5125979 54.17 0.250 0.017 0.358
5126142 62.71 0.250 0.017 0.000
5126398 63.14 0.250 0.017 0.483
5126498 67.66 0.250 0.017 0.108
5126579 66.97 0.250 0.017 0.358
5127098 45.77 0.250 0.017 0.000
5127551 69.73 0.250 0.017 0.000
5127646 59.88 0.250 0.017 0.000
5127653 50.55 0.250 0.017 0.483
5128068 69.39 0.250 0.017 0.483
5128094 52.42 0.250 0.017 0.608
5128333 80.00 0.250 0.017 0.608
5128442 60.22 0.250 0.017 0.108
5128516 51.41 0.250 0.017 0.108
5128906 74.85 0.250 0.017 0.358
5129263 37.50 0.250 0.017 0.358
5129494 67.69 0.250 0.017 0.608
5129542 76.35 GD 3YR 0.250 0.017 0.000
5129653 46.70 0.250 0.017 0.108
5131097 28.57 0.250 0.017 0.733
5131568 75.00 0.250 0.017 0.733
5131763 31.82 0.250 0.017 0.733
5136140 47.83 0.250 0.017 0.483
5136814 77.90 0.250 0.017 1.233
5137119 74.42 0.250 0.017 0.000
5137354 80.00 0.250 0.017 0.608
5137861 44.10 0.250 0.017 0.608
5138040 79.98 0.250 0.017 1.608
5138234 80.00 0.250 0.017 0.483
5138882 80.00 0.250 0.017 0.858
5139214 80.00 0.250 0.017 0.000
5139292 70.00 0.250 0.017 0.358
5139305 70.00 0.250 0.017 0.358
5140250 88.72 01 0.250 0.017 0.733
5140439 52.08 0.250 0.017 0.000
5140511 80.00 0.250 0.017 0.608
5141343 61.45 0.250 0.017 0.358
5141435 70.00 0.250 0.017 0.858
5141599 80.00 0.250 0.017 0.858
5141921 60.00 0.250 0.017 0.608
5142330 80.00 0.250 0.017 0.733
5143361 42.86 0.250 0.017 0.983
5143615 74.12 0.250 0.017 0.608
5145005 28.57 0.250 0.017 0.733
5145829 75.00 0.250 0.017 0.983
5146095 85.00 33 0.250 0.017 0.733
5146268 48.51 0.250 0.017 0.483
5146463 75.00 0.250 0.017 1.108
5146671 64.52 0.250 0.017 0.733
5147601 67.86 0.250 0.017 0.983
5147604 69.51 0.250 0.017 0.733
5148625 39.49 0.250 0.017 0.983
5148960 80.00 0.250 0.017 0.983
5149093 74.07 0.250 0.017 0.483
5150244 79.99 0.250 0.017 0.000
5150673 64.29 0.250 0.017 0.858
5151044 54.24 0.250 0.017 0.608
5151900 80.00 0.250 0.017 0.358
5153528 70.00 0.250 0.017 0.608
5153728 58.62 0.250 0.017 0.000
5154538 41.07 0.250 0.017 1.483
5157407 74.17 0.250 0.017 0.733
5157519 88.89 06 0.250 0.017 0.858
5157530 48.95 0.250 0.017 1.358
5163703 62.50 0.250 0.017 0.983
5163831 75.01 0.250 0.017 1.233
5164537 65.00 0.250 0.017 0.000
5167654 64.86 0.250 0.017 1.233
5168046 40.54 0.250 0.017 1.108
5708077 75.00 0.250 0.017 1.108
5710482 80.00 0.250 0.017 0.983
5713153 54.29 0.250 0.017 0.000
5725611 80.00 0.250 0.017 0.000
7146707 76.83 0.250 0.017 0.108
7217807 79.90 0.250 0.017 0.358
7499655 67.26 0.250 0.017 0.733
7648738 63.73 0.250 0.017 0.733
7649653 50.63 0.250 0.017 0.608
7654012 52.18 0.250 0.017 0.000
7718694 80.00 0.250 0.017 0.358
7720709 72.05 0.250 0.017 0.483
7750328 69.64 0.250 0.017 0.000
7758396 80.00 0.250 0.017 0.608
7762001 72.15 0.250 0.017 0.358
7793801 80.00 0.250 0.017 0.608
7794886 66.32 0.250 0.017 1.233
7799483 79.58 0.250 0.017 0.483
7809474 80.00 0.250 0.017 0.000
7836967 80.00 0.250 0.017 0.000
7889601 80.00 0.250 0.017 0.733
7910103 80.00 0.250 0.017 0.608
7916112 42.76 0.250 0.017 0.233
7922705 80.00 0.250 0.017 0.483
7937223 54.20 0.250 0.017 0.608
7937539 76.54 0.250 0.017 0.858
7938393 80.00 0.250 0.017 0.608
7938442 77.11 0.250 0.017 1.233
7939703 80.00 0.250 0.017 0.483
7940434 62.88 0.250 0.017 0.483
7946501 70.00 0.250 0.017 0.233
7948848 84.99 33 0.250 0.017 0.358
7950723 60.00 0.250 0.017 0.483
7955164 58.25 0.250 0.017 0.733
7959545 80.00 0.250 0.017 0.483
7961502 80.00 0.250 0.017 0.483
7964031 90.00 06 0.250 0.017 0.608
7965267 60.00 0.250 0.017 0.608
7966164 69.09 0.250 0.017 0.983
7968947 62.89 0.250 0.017 0.483
7969374 53.93 0.250 0.017 0.733
7969543 85.54 11 0.250 0.017 0.483
7971441 44.29 0.250 0.017 0.233
7973245 70.00 0.250 0.017 0.733
7983210 80.00 0.250 0.017 0.108
7984265 67.23 0.250 0.017 0.358
7986016 69.17 0.250 0.017 0.108
7986939 61.48 0.250 0.017 0.483
7991164 63.18 0.250 0.017 0.233
7991294 69.99 0.250 0.017 0.483
7991970 37.50 0.250 0.017 0.608
7996409 66.35 0.250 0.017 0.000
8006236 68.00 0.250 0.017 0.608
8008990 62.53 0.250 0.017 0.608
8010102 80.00 0.250 0.017 0.233
8013694 75.00 0.250 0.017 0.608
8018778 59.09 0.250 0.017 0.000
8019202 9.46 0.250 0.017 0.858
8019992 80.00 0.250 0.017 0.358
8022165 80.00 0.250 0.017 0.608
8027101 79.50 0.250 0.017 0.483
8029724 75.00 0.250 0.017 0.858
8029754 64.94 0.250 0.017 0.608
8032628 57.02 0.250 0.017 0.483
8035055 75.90 0.250 0.017 0.483
8036949 64.00 0.250 0.017 0.983
8043575 68.42 0.250 0.017 0.858
8044121 65.15 0.250 0.017 0.858
8046008 63.27 0.250 0.017 0.483
8049707 72.99 0.250 0.017 0.608
8051312 76.94 0.250 0.017 1.733
8052883 68.35 0.250 0.017 0.733
8055511 75.00 0.250 0.017 0.983
8057054 75.00 0.250 0.017 1.108
8069580 79.26 0.250 0.017 1.983
8071327 48.44 0.250 0.017 0.858
8072441 72.93 0.250 0.017 0.983
8090111 80.00 0.250 0.017 1.233
</TABLE>
COUNT: 201
WAC: 7.726157499
WAM: 175.9603858
WALTV: 67.99487879
<PAGE>
EXHIBIT F-3A
[Schedule of Group I Mortgage Loans Serviced by Other Servicers]
<TABLE>
WFMBS
WFHMI / 2000-01 Exhibit F-3A (Group I)
30 YEAR FIXED RATE NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- -------------------- ----- ----- -------- -------- -------- --------- -------- --------- --------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- -------------------- ----- ----- -------- -------- -------- --------- -------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5089855 LONGWOOD FL 32779 SFD 7.250 6.983 $1,826.53 302 1-Aug-24 $ 250,249.97
5143340 CHARLESTON WV 25314 SFD 8.625 7.750 $2,107.40 360 1-Mar-30 $ 270,787.03
5145316 YARDLEY PA 19067 SFD 8.375 7.750 $2,249.44 360 1-Nov-29 $ 295,017.30
5145465 CHICAGO IL 60622 LCO 8.000 7.733 $1,871.10 360 1-Nov-29 $ 253,717.25
5145589 CHESTERFIELD VA 23838 SFD 8.550 7.750 $2,493.50 360 1-Dec-29 $ 322,017.48
5145641 BARRINGTON IL 60010 SFD 8.125 7.750 $2,672.99 360 1-Dec-29 $ 359,048.43
5150717 UNION CITY CA 94587 SFD 9.250 7.750 $4,067.31 360 1-Jan-30 $ 493,625.12
5155607 PLANO TX 75093 SFD 8.000 7.733 $2,595.33 360 1-Jan-30 $ 352,983.26
5156166 BURLINGTON KY 41005 SFD 8.250 7.750 $2,013.40 360 1-Jan-30 $ 267,483.77
5156243 SCOTTS VALLEY CA 95066 SFD 8.250 7.750 $3,906.59 360 1-Jan-30 $ 518,998.37
5156280 ALPHARETTA GA 30022 SFD 8.625 7.750 $2,800.04 360 1-Jan-30 $ 359,357.78
5156331 MIDDLETOWN MD 21769 SFD 7.625 7.358 $1,550.45 358 1-Sep-29 $ 217,132.38
5156951 EAST PROVIDENCE RI 02916 SFD 8.875 7.750 $1,171.19 360 1-Dec-29 $ 146,866.23
5156955 RIVERSIDE CA 92505 SFD 8.250 7.750 $1,320.35 360 1-Dec-29 $ 175,297.07
5157911 LARKSPUR CO 80118 SFD 8.250 7.750 $2,854.82 360 1-Jan-30 $ 379,268.03
5158179 WILLIS TX 77378 SFD 8.125 7.750 $1,071.42 360 1-Jan-30 $ 144,014.91
5158208 YORBA LINDA CA 92886 SFD 8.250 7.750 $1,833.09 360 1-Dec-29 $ 242,056.71
5158248 SAN FRANCISCO CA 94110 SFD 8.750 7.750 $2,202.76 360 1-Jan-30 $ 279,290.50
5159717 SAN ANSELMO CA 94960 SFD 8.125 7.750 $2,895.74 360 1-Jan-30 $ 389,229.20
5159743 PROVO UT 84604 SFD 8.500 7.750 $4,213.65 360 1-Jan-30 $ 546,996.98
5159796 HEATH TX 75032 SFD 7.625 7.358 $2,595.83 360 1-Feb-30 $ 366,217.43
5159823 SAN FRANCISCO CA 94127 SFD 8.500 7.750 $3,114.10 360 1-Jan-30 $ 404,258.72
5159835 CALIFON NJ 07830 SFD 8.250 7.750 $6,836.53 360 1-Jan-30 $ 908,145.78
5159905 TEWKSBURY MA 01876 SFD 8.625 7.750 $2,539.09 360 1-Feb-30 $ 326,063.15
5160034 MESA AZ 85215 SFD 8.250 7.750 $2,569.33 360 1-Jan-30 $ 341,341.25
5161305 PLANTATION FL 33322 PUD 8.500 7.750 $2,020.70 360 1-Feb-30 $ 262,480.47
5161312 LITTLETON CO 80124 PUD 8.250 7.750 $4,880.23 360 1-Jan-30 $ 648,348.74
5161314 PLACO TX 75093 SFD 7.375 7.108 $6,906.76 360 1-Jan-30 $ 997,197.00
5161525 EVERGREEN CO 80439 SFD 8.000 7.733 $3,896.29 360 1-Jan-30 $ 529,923.98
5706428 WEST DES MOINES IA 50266 SFD 8.500 7.750 $2,691.20 360 1-Mar-30 $ 349,787.97
5708209 WEST HAVEN UT 84315 SFD 8.875 7.750 $2,217.06 360 1-Mar-30 $ 278,493.79
5712097 JUPITER FL 33477 HCO 7.875 7.608 $1,740.17 360 1-Nov-29 $ 239,163.25
5712102 HYANNIS MA 02601 SFD 8.375 7.750 $2,234.62 360 1-Dec-29 $ 293,261.34
5712109 ST LOUIS MO 63146 SFD 7.625 7.358 $1,057.45 360 1-Dec-29 $ 148,963.31
5712117 SELINSGROVE PA 17870 SFD 8.375 7.750 $957.01 360 1-Dec-29 $ 125,593.66
5712123 WEST YARMOUTH MA 02673 SFD 7.875 7.608 $579.34 360 1-Nov-29 $ 79,621.38
5712131 COPPEROPOLIS CA 95228 PUD 8.125 7.750 $2,635.87 360 1-Jan-30 $ 354,298.60
5712140 GREENSBORO NC 27403 SFD 8.375 7.750 $1,102.11 360 1-Nov-29 $ 144,543.02
5712141 SCOTTSDALE AZ 85259 PUD 8.375 7.750 $4,066.38 360 1-Dec-29 $ 533,655.90
5712160 PUEBLO WEST CO 81007 SFD 8.250 7.750 $1,442.43 360 1-Jan-30 $ 191,630.18
5712174 MARSTONS MILLS MA 02648 SFD 8.250 7.750 $811.37 360 1-Dec-29 $ 107,695.42
5712178 ATLANTA GA 30307 SFD 8.500 7.750 $1,960.73 360 1-Jan-30 $ 254,533.27
5712180 BURNSVILLE NC 28714 SFD 8.750 7.750 $3,419.60 360 1-Dec-29 $ 433,664.65
5712181 PINE GROVE CA 95665 SFD 8.375 7.750 $2,166.20 360 1-Jan-30 $ 284,464.87
5712186 JACKSONVILLE BEACH FL 32250 SFD 8.375 7.750 $434.20 360 1-Oct-29 $ 56,908.16
5712188 BALTIMORE MD 21224 SFD 8.250 7.750 $1,202.03 360 1-Dec-29 $ 159,587.65
5712190 LANDENBERG PA 19350 SFD 8.500 7.750 $1,153.37 360 1-Jan-30 $ 149,725.46
5712193 FLOWER MOUND TX 75028 SFD 8.500 7.750 $865.03 360 1-Jan-30 $ 112,294.08
5712194 VAN NUYS AREA CA 91401 SFD 8.250 7.750 $1,202.03 360 1-Dec-29 $ 159,587.65
5712198 TALLAHASSEE FL 32301 PUD 8.500 7.750 $692.02 360 1-Dec-29 $ 89,779.58
5712201 ST. AUGUSTINE FL 32095 PUD 8.500 7.750 $688.95 360 1-Dec-29 $ 89,338.33
5712202 SAINT CLAIR SHORES MI 48080 SFD 8.250 7.750 $793.34 360 1-Nov-29 $ 104,444.79
5712214 EXETER NH 03833 SFD 8.375 7.750 $1,562.10 360 1-Jan-30 $ 204,858.40
5712218 NEW SMYRNA BEACH FL 32168 SFD 8.750 7.750 $424.03 360 1-Jan-30 $ 53,806.29
5712219 PLEASANT VALLEY NY 12569 SFD 8.625 7.750 $1,166.68 360 1-Dec-29 $ 149,236.21
5712222 POLAND OH 44514 HCO 8.500 7.750 $1,018.81 360 1-Dec-29 $ 132,174.30
5712225 SANTA ROSA CA 95403 PUD 8.625 7.750 $2,177.81 360 1-Jan-30 $ 279,500.50
5712226 CARMICHAEL CA 95808 HCO 8.375 7.750 $881.68 360 1-Dec-29 $ 115,708.57
5712227 CORPUS CHRISTI TX 78413 SFD 8.375 7.750 $1,147.70 360 1-Jan-30 $ 150,579.54
5712229 ANAHEIM CA 92807 PUD 8.375 7.750 $2,280.22 360 1-Dec-29 $ 299,246.28
5712230 HOUSTON TX 77079 PUD 8.375 7.750 $1,862.18 360 1-Jan-30 $ 244,539.95
5712232 GLENDALE CA 91208 SFD 8.625 7.750 $2,044.03 360 1-Dec-29 $ 261,768.34
5712234 COLORADO CITY CO 81019 SFD 8.500 7.750 $499.80 360 1-Nov-29 $ 64,800.28
5712235 TOMBALL TX 77375 PUD 8.375 7.750 $896.88 360 1-Jan-30 $ 117,778.44
5712241 MALTA NY 12020 SFD 8.250 7.750 $1,927.00 360 1-Dec-29 $ 255,799.90
5712249 SEATTLE WA 98103 HCO 8.500 7.750 $999.58 360 1-Jan-30 $ 129,761.23
5712327 AUSTIN TX 78703 SFD 8.375 7.750 $2,128.21 360 1-Nov-29 $ 279,117.56
5712333 SPARTANBURG SC 29307 SFD 8.500 7.750 $384.46 360 1-Dec-29 $ 49,830.26
5712337 ORION TWP MI 48360 SFD 8.375 7.750 $1,368.13 360 1-Dec-29 $ 179,547.77
5712354 STROUDSBURG PA 18360 SFD 8.250 7.750 $751.27 360 1-Dec-29 $ 99,742.28
5712382 PORT TOWNSEND WA 98368 SFD 8.500 7.750 $1,230.26 360 1-Dec-29 $ 159,608.16
5712391 DURHAM NC 27701 SFD 8.000 7.733 $1,144.67 360 1-Nov-29 $ 155,469.62
5712394 SAINT LEONARD MD 20685 SFD 8.250 7.750 $578.48 360 1-Dec-29 $ 76,801.56
5712395 WILLIAMSTON MI 48895 SFD 8.250 7.750 $815.13 360 1-Sep-29 $ 108,005.54
5712403 MODESTO CA 95354 SFD 8.250 7.750 $2,050.96 360 1-Jan-30 $ 272,423.46
5712406 KULA HI 96790 SFD 8.125 7.750 $1,856.24 360 1-Jan-30 $ 248,502.69
5712418 AVENTURA FL 33180 HCO 8.250 7.750 $751.27 360 1-Aug-29 $ 99,477.40
5712429 ALPINE AZ 85920 SFD 8.625 7.750 $510.42 360 1-Oct-29 $ 65,388.34
5712438 ANNAPOLIS MD 21401 SFD 8.125 7.750 $2,858.61 360 1-Dec-29 $ 383,982.37
5712447 TUCSON AZ 85719 SFD 8.375 7.750 $954.65 360 1-Jan-30 $ 125,364.16
5712456 CARMEL CA 93923 SFD 8.375 7.750 $3,116.30 360 1-Jan-30 $ 409,230.13
5712459 HAWLEY PA 18428 SFD 7.750 7.483 $1,353.51 360 1-Dec-29 $ 188,390.45
5712471 GREENLAWN NY 11740 SFD 8.125 7.750 $1,854.39 360 1-Nov-29 $ 248,922.00
5712475 EAST WINDSOR NJ 08520 SFD 8.500 7.750 $2,058.92 360 1-Oct-29 $ 266,778.27
5712515 MONROVIA CA 91016 SFD 8.625 7.750 $2,955.60 360 1-Oct-29 $ 378,629.48
5712546 BAYTOWN TX 77521 SFD 8.250 7.750 $1,014.20 360 1-Sep-29 $ 134,332.43
5712555 STONE MOUNTAIN GA 30087 SFD 8.250 7.750 $1,735.42 360 1-Nov-29 $ 230,253.33
5712652 HOUSTON TX 77030 SFD 8.375 7.750 $1,140.11 360 1-Dec-29 $ 149,623.14
5712678 WOODLAND HILLS UT 84653 SFD 8.250 7.750 $976.65 360 1-Nov-29 $ 129,579.77
5715221 DULUTH GA 30096 SFD 7.000 6.733 $831.63 360 1-Dec-28 $ 123,282.31
5715225 YANTIS TX 75497 SFD 7.625 7.358 $806.89 360 1-Dec-28 $ 112,614.93
$22,922,906.24
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- ------ ------- --------- ------- ------- --------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
-------- ------ ------- --------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
5089855 51.07 0.250 0.017 0.000
5143340 79.93 0.250 0.017 0.608
5145316 80.00 0.250 0.017 0.358
5145465 94.03 11 0.250 0.017 0.000
5145589 89.99 06 0.550 0.017 0.233
5145641 77.01 0.250 0.017 0.108
5150717 80.00 0.250 0.017 1.233
5155607 90.00 11 0.250 0.017 0.000
5156166 80.00 0.250 0.017 0.233
5156243 75.36 0.250 0.017 0.233
5156280 80.00 0.250 0.017 0.608
5156331 43.57 0.250 0.017 0.000
5156951 80.00 0.250 0.017 0.858
5156955 95.00 06 0.250 0.017 0.233
5157911 80.00 0.250 0.017 0.233
5158179 75.95 0.250 0.017 0.108
5158208 80.00 0.250 0.017 0.233
5158248 70.00 0.250 0.017 0.733
5159717 75.00 0.250 0.017 0.108
5159743 80.00 0.250 0.017 0.483
5159796 90.00 06 0.250 0.017 0.000
5159823 75.00 0.250 0.017 0.483
5159835 65.00 0.250 0.017 0.233
5159905 86.13 01 0.250 0.017 0.608
5160034 90.00 06 0.250 0.017 0.233
5161305 90.00 13 0.250 0.017 0.483
5161312 79.34 0.250 0.017 0.233
5161314 62.50 0.250 0.017 0.000
5161525 90.00 06 0.250 0.017 0.000
5706428 66.75 0.250 0.017 0.483
5708209 87.08 38 0.250 0.017 0.858
5712097 70.07 0.250 0.017 0.000
5712102 68.37 0.250 0.017 0.358
5712109 72.88 0.250 0.017 0.000
5712117 90.00 0.250 0.017 0.358
5712123 61.51 0.250 0.017 0.000
5712131 100.00 0.250 0.017 0.108
5712140 100.00 0.250 0.017 0.358
5712141 100.00 0.250 0.017 0.358
5712160 98.98 0.250 0.017 0.233
5712174 91.53 0.250 0.017 0.233
5712178 100.00 0.250 0.017 0.483
5712180 100.00 0.250 0.017 0.733
5712181 95.00 0.250 0.017 0.358
5712186 32.64 0.250 0.017 0.358
5712188 100.00 0.250 0.017 0.233
5712190 100.00 0.250 0.017 0.483
5712193 100.00 0.250 0.017 0.483
5712194 75.12 0.250 0.017 0.233
5712198 98.90 0.250 0.017 0.483
5712201 80.00 0.250 0.017 0.483
5712202 80.00 0.250 0.017 0.233
5712214 80.00 0.250 0.017 0.358
5712218 68.31 0.250 0.017 0.733
5712219 72.12 0.250 0.017 0.608
5712222 100.00 0.250 0.017 0.483
5712225 72.73 0.250 0.017 0.608
5712226 100.00 0.250 0.017 0.358
5712227 100.00 0.250 0.017 0.358
5712229 65.22 0.250 0.017 0.358
5712230 100.00 0.250 0.017 0.358
5712232 90.00 0.250 0.017 0.608
5712234 56.08 0.250 0.017 0.483
5712235 70.24 0.250 0.017 0.358
5712241 90.00 0.250 0.017 0.233
5712249 98.11 0.250 0.017 0.483
5712327 100.00 0.250 0.017 0.358
5712333 22.22 0.250 0.017 0.483
5712337 60.61 0.250 0.017 0.358
5712354 31.06 0.250 0.017 0.233
5712382 96.97 0.250 0.017 0.483
5712391 100.00 0.250 0.017 0.000
5712394 61.60 0.250 0.017 0.233
5712395 43.40 0.250 0.017 0.233
5712403 91.61 0.250 0.017 0.233
5712406 46.73 0.250 0.017 0.108
5712418 62.89 0.250 0.017 0.233
5712429 75.00 0.250 0.017 0.608
5712438 100.00 0.250 0.017 0.108
5712447 79.97 0.250 0.017 0.358
5712456 97.62 0.250 0.017 0.358
5712459 80.00 0.250 0.017 0.000
5712471 90.00 33 0.250 0.017 0.108
5712475 77.74 0.250 0.017 0.483
5712515 80.00 0.250 0.017 0.608
5712546 90.00 0.250 0.017 0.233
5712555 79.38 0.250 0.017 0.233
5712652 40.92 0.250 0.017 0.358
5712678 53.33 0.250 0.017 0.233
5715221 53.19 0.250 0.017 0.000
5715225 75.00 0.250 0.017 0.000
</TABLE>
COUNT: 91
WAC: 8.279769731
WAM: 355.6234046
WALTV: 80.64630233
<PAGE>
WFMBS
WFHMI / 2000-01 Exhibit F-3A (Group I)
30 YEAR FIXED RATE NON RELOCATION LOANS
(i) (xvii) (xviii)
-------- ---------------------------- ----------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ---------------------------- ----------------------------
5089855 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5143340 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPA
5145316 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145465 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145589 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145641 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5150717 DOWNEY SAVINGS & LOAN ASS DOWNEY SAVINGS & LOAN ASS
5155607 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156166 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156243 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156280 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156331 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156951 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156955 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5157911 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5158179 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5158208 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5158248 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159717 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159743 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159796 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159823 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159835 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159905 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5160034 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161305 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161312 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161314 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161525 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5706428 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
5708209 AMERICA FIRST CREDIT UNIO AMERICA FIRST CREDIT UNIO
5712097 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712102 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712109 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712117 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712123 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712131 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712140 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712141 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712160 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712174 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712178 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712180 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712181 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712186 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712188 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712190 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712193 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712194 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712198 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712201 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712202 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712214 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712218 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712219 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712222 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712225 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712226 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712227 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712229 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712230 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712232 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712234 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712235 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712241 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712249 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712327 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712333 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712337 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712354 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712382 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712391 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712394 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712395 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712403 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712406 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712418 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712429 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712438 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712447 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712456 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712459 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712471 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712475 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712515 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712546 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712555 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712652 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712678 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5715221 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5715225 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
COUNT: 91
WAC: 8.279769731
WAM: 355.6234046
WALTV: 80.64630233
<PAGE>
EXHIBIT F-3B
[Schedule of Group II Mortgage Loans Serviced by Other Servicers]
<TABLE>
WFMBS
WFHMI / 2000-01 Exhibit F-3B (Group II)
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- -------------------- ----- ----- -------- -------- -------- ---------- -------- --------- --------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- -------------------- ----- ----- -------- -------- -------- ---------- -------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4992968 DALLAS TX 75240 SFD 7.000 6.733 $2,296.51 180 1-Dec-13 $ 242,022.58
5046715 TOWN OF GREENBURGH NY 10533 SFD 7.000 6.733 $3,775.08 180 1-Apr-14 $ 403,578.85
5049512 TOWNSHIP OF MONROE NJ 08831 PUD 6.750 6.483 $1,751.06 120 1-Dec-08 $ 137,588.98
5089062 WINTER PARK FL 32789 SFD 7.000 6.733 $5,842.38 180 1-Apr-14 $ 624,586.36
5089294 MIAMI FL 33155 SFD 6.875 6.608 $3,005.55 180 1-Jul-14 $ 326,578.02
5103822 CHEVY CHASE MD 20815 SFD 6.875 6.608 $3,567.42 180 1-Jun-14 $ 386,908.50
5103832 GLYNDON MD 21071 SFD 6.500 6.233 $3,811.10 180 1-Jun-14 $ 422,726.36
5103934 CHILMARK MA 02535 SFD 6.875 6.608 $3,458.62 180 1-May-14 $ 373,798.13
5103947 RIDGEWOOD NJ 07450 SFD 6.875 6.608 $2,943.12 180 1-Jun-14 $ 319,199.53
5103955 NEWTON PA 18940 SFD 7.125 6.858 $3,003.74 180 1-Jul-14 $ 322,061.94
5103966 RALEIGH NC 27608 SFD 6.750 6.483 $2,648.10 180 1-Jun-14 $ 289,215.29
5103976 DURHAM NC 27707 SFD 6.500 6.233 $2,961.77 180 1-May-14 $ 327,339.69
5103983 RICHMOND VA 23226 SFD 6.875 6.608 $3,210.68 180 1-Jul-14 $ 349,221.15
5116997 SAN FRANCISCO CA 94116 SFD 8.000 7.000 $3,050.45 180 1-Oct-14 $ 313,572.23
5117004 MILL VALLEY CA 94941 LCO 8.375 7.000 $2,521.76 180 1-Oct-14 $ 253,596.50
5117025 THOUSAND OAKS CA 91362 SFD 7.750 7.000 $2,795.59 180 1-Oct-14 $ 285,972.66
5119459 VERO BEACH FL 32963 SFD 7.875 7.000 $867.83 180 1-Jul-12 $ 81,684.63
5119489 OKLAHOMA CITY OK 73013 SFD 8.250 7.000 $1,212.68 180 1-Oct-12 $ 110,462.20
5119514 GROSSE POINTE FARM MI 48236 SFD 7.375 7.000 $2,355.00 180 1-Aug-14 $ 249,307.26
5119527 EAST LANSING MI 48823 SFD 7.375 7.000 $1,476.00 180 1-Aug-14 $ 154,727.36
5119540 KERRVILLE TX 77013 SFD 7.375 7.000 $2,498.04 180 1-Aug-14 $ 264,770.34
5119541 BLOOMINGTON IL 61704 PUD 7.875 7.000 $1,451.12 180 1-Aug-14 $ 149,309.80
5119548 SEA GIRT NJ 08750 SFD 7.750 7.000 $3,294.47 180 1-Sep-14 $ 342,619.86
5119558 BAINBRIDGE ISLAND WA 98110 SFD 7.750 7.000 $1,317.79 180 1-Sep-14 $ 137,047.95
5119561 SHELTON WA 98584 SFD 7.875 7.000 $3,035.04 180 1-Aug-14 $ 312,345.58
5119570 TAMPA FL 33611 SFD 7.625 7.000 $3,082.64 180 1-Sep-14 $ 320,725.69
5119571 FT. WORTH TX 76132 SFD 7.625 7.000 $2,792.34 180 1-Aug-14 $ 290,129.71
5119572 DENVER CO 80231 HCO 7.875 7.000 $1,138.14 180 1-Sep-14 $ 117,496.65
5119575 AMES IA 50014 SFD 7.625 7.000 $420.36 180 1-Sep-14 $ 44,040.91
5119585 WAUKESHA WI 53186 SFD 7.875 7.000 $3,319.58 180 1-Aug-13 $ 328,219.08
5119586 MERCER ISLAND WA 98040 SFD 8.000 7.000 $5,542.79 180 1-Sep-14 $ 568,029.85
5119589 MIAMI FL 33155 SFD 7.625 7.000 $1,980.36 180 1-Jan-14 $ 202,066.46
5119592 UNIONVILLE CT 06085 SFD 6.625 6.358 $846.58 180 1-Apr-14 $ 92,533.28
5119593 LINCOLN NE 68507 SFD 7.500 7.000 $698.03 180 1-Oct-14 $ 73,914.07
5119602 POTOMAC MD 20854 SFD 6.875 6.608 $1,337.77 180 1-Feb-14 $ 143,047.25
5119603 CLAWSON MI 48017 SFD 7.875 7.000 $1,267.61 180 1-Sep-14 $ 130,861.88
5119608 HOLLAND OH 43528 SFD 7.125 6.858 $1,616.00 180 1-Aug-14 $ 173,852.32
5119612 HAMILTON AL 35570 SFD 7.125 6.858 $812.98 180 1-Jun-14 $ 86,873.07
5119635 AMAGANSETT NY 11937 SFD 6.875 6.608 $2,675.56 180 1-Jun-14 $ 290,127.61
5119638 WILBUR WA 99185 SFD 6.875 6.608 $820.50 180 1-May-14 $ 88,678.33
5119647 NEPTUNE TOWNSHIP NJ 07756 SFD 7.000 6.733 $516.83 180 1-Aug-14 $ 55,728.47
5119658 SIMPSONVILLE SC 29681 PUD 7.000 6.733 $3,172.87 180 1-May-14 $ 340,385.62
5119663 MARLBOROUGH MA 01752 SFD 7.000 6.733 $413.46 180 1-Jun-14 $ 44,510.04
5119669 ORANGE PARK FL 32073 SFD 7.250 6.983 $3,834.02 180 1-Jun-14 $ 406,676.57
5119677 MUSKEGON MI 49445 SFD 7.000 6.733 $808.95 180 1-Jun-14 $ 86,588.77
5119679 FOUNTAIN CO 80817 SFD 7.000 6.733 $841.31 180 1-Apr-14 $ 86,522.57
5119685 SOUTH PLAINFIELD NJ 07080 SFD 7.000 6.733 $244.10 180 1-Jun-14 $ 25,780.21
5119711 WILLIAMSBURG VA 23185 SFD 7.125 6.858 $2,173.99 180 1-Jun-14 $ 232,306.77
5119723 HOLMES BEACH FL 34217 SFD 7.250 6.983 $4,028.01 180 1-Jun-14 $ 427,252.41
5119731 PLANO TX 75093 SFD 7.375 7.000 $1,527.08 180 1-Jul-14 $ 161,324.39
5119740 LAKE HAVASU CITY AZ 86403 SFD 7.125 6.858 $843.33 180 1-Jul-14 $ 90,422.10
5119750 DALLAS TX 75219 SFD 7.875 7.000 $644.95 180 1-Aug-14 $ 66,373.40
5119758 HOUSTON TX 77056 SFD 7.750 7.000 $3,765.10 180 1-Aug-14 $ 390,329.38
5121820 TALLAHASSEE FL 32312 SFD 8.125 7.000 $2,094.27 180 1-Nov-14 $ 214,175.24
5121832 BAYVILLE NJ 08721 SFD 8.125 7.000 $2,662.38 180 1-Nov-14 $ 272,494.90
5121844 PEMBROKE PINES FL 33029 SFD 8.000 7.000 $1,433.48 180 1-Nov-14 $ 147,803.50
5123487 INDIAN HARBOUR BEACH FL 32937 SFD 7.625 7.000 $2,601.56 180 1-Jan-15 $ 275,988.34
5125504 WELLINGTON FL 33414 PUD 8.125 7.000 $1,039.91 180 1-Oct-14 $ 106,116.42
5125519 LIGHTHOUSE POINT FL 33064 SFD 8.250 7.000 $2,473.85 180 1-Oct-14 $ 250,600.65
5125531 HUNTINGTONBEACH CA 92648 SFD 8.375 7.000 $2,556.95 180 1-Oct-14 $ 143,845.21
5125605 FORT LAUDERDALE FL 33308 SFD 8.500 7.000 $2,566.24 180 1-Oct-14 $ 256,200.80
5125614 BELLEVILLE IL 62223 PUD 7.750 7.000 $611.83 180 1-Oct-14 $ 63,829.00
5125621 HARRISON NY 10528 MF2 7.875 7.000 $2,371.12 180 1-Oct-14 $ 245,544.50
5125634 MASPETH NY 11378 SFD 7.625 7.000 $2,241.91 180 1-Oct-14 $ 235,629.62
5125650 EDISON NJ 08820 SFD 7.625 7.000 $2,802.39 180 1-Oct-14 $ 294,537.03
5125654 BOZEMAN MT 59715 SFD 6.375 6.108 $2,074.20 180 1-Mar-14 $ 229,272.69
5125669 CHARLOTTESVILLE VA 22901 SFD 8.000 7.000 $2,424.90 180 1-Sep-14 $ 248,505.91
5130066 WEST LAFAYETTE IN 47906 SFD 8.000 7.000 $5,256.09 180 1-Jan-15 $ 499,899.87
5143380 MONTICELLO IN 47960 SFD 8.250 7.000 $4,365.15 180 1-Feb-15 $ 447,394.75
5145442 RIDGEWOOD NJ 07450 SFD 8.075 7.000 $4,319.94 180 1-Dec-14 $ 444,780.35
5145464 BETHESDA MD 20816 SFD 7.875 7.000 $3,452.36 180 1-Dec-14 $ 359,703.49
5145473 CHEVY CHASE MD 20815 HCO 6.750 6.483 $5,309.46 180 1-Dec-14 $ 591,893.25
5145483 WEST CHESTER PA 19380 SFD 7.000 6.733 $2,471.78 180 1-Nov-14 $ 270,611.02
5145485 PILOT MOUNTAIN NC 27041 SFD 8.000 7.000 $3,149.83 180 1-Nov-14 $ 324,773.59
5145507 MALVERN PA 19355 SFD 7.875 7.000 $3,793.80 180 1-Nov-14 $ 394,078.80
5145512 GREAT FALLS VA 22066 SFD 7.375 7.000 $5,197.57 180 1-Nov-14 $ 556,267.45
5146194 CAMARILLO CA 93010 SFD 7.500 7.000 $2,697.24 180 1-Dec-14 $ 287,411.95
5146196 MALIBU CA 90265 SFD 8.000 7.000 $5,447.22 180 1-Dec-14 $ 563,344.94
5146210 CHULA VISTA CA 91910 PUD 8.250 7.000 $3,134.52 180 1-Nov-14 $ 309,014.21
5146218 HENDERSON NV 89052 SFD 8.000 7.000 $3,132.63 180 1-Dec-14 $ 316,068.37
5146222 ALTO NM 88312 SFD 7.750 7.000 $2,484.97 180 1-Dec-14 $ 260,849.76
5146226 KETCHUM ID 83340 SFD 7.750 7.000 $9,411.82 180 1-Aug-14 $ 975,723.34
5146228 ORLANDO FL 32836 SFD 7.875 7.000 $2,795.56 180 1-Nov-14 $ 290,386.80
5146232 LAGO VISTA TX 78645 PUD 7.625 7.000 $4,409.09 180 1-Nov-14 $ 464,860.23
5146234 DALLAS TX 75230 SFD 8.250 7.000 $4,380.18 180 1-Nov-14 $ 445,031.08
5146240 RIO RICO AZ 85648 MF2 7.250 6.983 $591.54 180 1-Apr-14 $ 62,318.13
5146244 SAN DIEGO CA 92130 PUD 7.875 7.000 $3,724.09 180 1-Nov-14 $ 386,837.60
5146247 SCOTTSDALE AZ 85259 PUD 7.375 7.000 $2,824.16 180 1-Nov-14 $ 302,255.08
5146254 CRESTED BUTTE CO 81224 SFD 8.250 7.000 $2,910.42 180 1-Oct-14 $ 294,824.23
5146264 NAPLES FL 34102 SFD 7.250 6.983 $2,738.59 180 1-Dec-14 $ 296,261.93
5146269 HUDSONVILLE MI 49426 SFD 7.750 7.000 $3,012.08 180 1-Nov-14 $ 315,211.49
5146271 SUPERIOR CO 80027 PUD 7.750 7.000 $2,631.81 180 1-Dec-14 $ 276,263.62
5146281 CARLISLE MA 01741 SFD 7.375 7.000 $5,122.13 180 1-Nov-14 $ 548,194.22
5146282 HAYDEN ID 83835 SFD 7.375 7.000 $3,348.52 180 1-Dec-14 $ 359,513.09
5146287 TACOMA WA 98422 SFD 7.750 7.000 $2,673.22 180 1-Dec-14 $ 280,611.13
5146288 BETHESDA MD 20814 SFD 7.750 7.000 $3,247.40 180 1-Nov-14 $ 339,837.38
5146293 SANTA PAULA CA 93060 SFD 7.625 7.000 $4,268.97 180 1-Dec-14 $ 451,487.27
5146294 EDMOND OK 73013 SFD 7.500 7.000 $4,041.77 180 1-Dec-14 $ 430,683.34
5146297 CANBY OR 97013 SFD 7.625 7.000 $2,989.22 180 1-Sep-14 $ 311,883.93
5146300 HUNTINGTON WOODS MI 48070 SFD 7.875 7.000 $4,666.38 180 1-Nov-14 $ 484,716.89
5146301 SPICEWOOD TX 78669 SFD 7.750 7.000 $5,449.99 180 1-Dec-14 $ 572,090.98
5146302 SPRING TX 77379 PUD 7.125 6.858 $2,405.89 180 1-Aug-14 $ 257,037.37
5146313 GRANADA HILLS CA 91344 SFD 7.500 7.000 $3,615.35 180 1-Dec-14 $ 382,668.31
5146315 SAN JOSE CA 95134 LCO 7.875 7.000 $2,579.78 180 1-Jan-15 $ 269,599.97
5146316 WILMETTE IL 60091 SFD 8.000 7.000 $2,733.16 180 1-Oct-14 $ 280,770.31
5146318 TEQUESTA FL 33469 PUD 7.625 7.000 $3,213.41 180 1-Nov-14 $ 338,796.40
5146319 SAN ANTONIO TX 78255 SFD 7.625 7.000 $3,269.46 180 1-Nov-14 $ 344,705.64
5146322 CORONA CA 92881 SFD 7.500 7.000 $4,255.92 180 1-Jan-15 $ 454,668.73
5146324 DIAMOND BAR CA 91765 SFD 7.875 7.000 $3,793.80 180 1-Jan-15 $ 396,470.54
5146326 NAHANT MA 01908 SFD 8.125 7.000 $4,814.41 180 1-Dec-14 $ 494,225.71
5146330 DANA POINT CA 92629 PUD 7.875 7.000 $6,164.91 180 1-Jan-15 $ 644,263.65
5146331 TAMPA FL 33602 SFD 7.625 7.000 $3,993.41 180 1-Dec-14 $ 422,343.10
5146334 GROSSE ILE MI 48138 SFD 7.625 7.000 $4,670.65 180 1-Dec-14 $ 493,968.54
5146339 LITTLETON CO 80127 SFD 7.750 7.000 $2,569.68 180 1-Dec-14 $ 269,742.40
5146341 MISSION VIEJO CA 92692 PUD 7.375 7.000 $4,152.53 180 1-Nov-14 $ 444,423.27
5146343 MONTARA CA 94037 SFD 7.500 7.000 $4,672.14 180 1-Dec-14 $ 497,854.12
5146344 SAINT JOSEPH MO 64506 PUD 8.125 7.000 $3,350.83 180 1-Nov-14 $ 342,959.31
5146346 WINDHAM NH 03087 SFD 6.750 6.483 $2,654.73 180 1-Jan-15 $ 297,081.96
5146347 LAGUNA BEACH CA 92651 SFD 7.500 7.000 $4,635.06 180 1-Dec-14 $ 493,666.77
5146350 CHANTILLY VA 20152 PUD 7.625 7.000 $2,802.39 180 1-Nov-14 $ 295,462.01
5146353 AUSTIN TX 78759 SFD 7.625 7.000 $2,949.98 180 1-Jan-15 $ 312,951.98
5146354 KAILUA KONA HI 96740 PUD 7.500 7.000 $3,708.05 180 1-Nov-14 $ 391,852.32
5146355 CLARKSVILLE MD 21029 SFD 7.875 7.000 $3,183.02 180 1-Nov-14 $ 330,634.06
5146357 ARCADIA CA 91007 SFD 7.750 7.000 $2,880.30 180 1-Dec-14 $ 302,348.61
5146358 MIDLAND MI 48640 SFD 7.875 7.000 $4,173.18 180 1-Nov-14 $ 433,486.67
5146359 MISSION VIEJO CA 92691 SFD 7.875 7.000 $2,712.57 180 1-Nov-14 $ 280,162.98
5146361 POWAY CA 92064 SFD 7.750 7.000 $6,016.63 180 1-Nov-14 $ 629,331.32
5146363 TULSA OK 74105 SFD 8.250 7.000 $4,462.65 180 1-Dec-14 $ 454,745.52
5146365 LAKE ST LOUIS MO 63367 SFD 7.500 7.000 $3,707.12 180 1-Nov-14 $ 393,785.33
5146367 NATICK MA 01760 SFD 7.750 7.000 $3,765.10 180 1-Dec-14 $ 395,226.94
5146371 ATLANTA GA 30339 SFD 7.500 7.000 $4,171.56 180 1-Nov-14 $ 443,119.23
5146374 SIERRA MADRE CA 91024 SFD 7.500 7.000 $2,781.04 180 1-Jan-15 $ 294,246.07
5146376 FORT LEE NJ 07024 SFD 7.875 7.000 $3,793.80 180 1-Dec-14 $ 392,087.05
5146383 LOS GATOS CA 95030 SFD 6.250 5.983 $2,220.73 180 1-Jul-14 $ 250,988.60
5146479 CHARLOTTE NC 28226 SFD 8.000 7.000 $3,280.75 180 1-Nov-14 $ 338,273.00
5146492 NORCROSS GA 30092 LCO 7.000 6.358 $450.76 180 1-May-14 $ 47,907.50
5146503 NAHUNTA GA 31553 SFD 7.375 7.000 $597.95 180 1-Nov-14 $ 63,995.35
5146507 LAKEWOOD OH 44107 HCO 8.375 7.000 $395.86 180 1-Dec-14 $ 40,042.43
5146512 PHOENIX AZ 85013 SFD 7.875 7.000 $2,774.22 180 1-Dec-14 $ 289,047.44
5146516 COTO DE CAZA CA 92679 SFD 7.625 7.000 $3,243.77 180 1-Nov-14 $ 341,745.17
5146518 LOCUST GROVE VA 22508 SFD 7.500 7.000 $2,966.44 180 1-Jun-14 $ 310,059.22
5146521 ATLANTA GA 30339 SFD 8.125 7.000 $5,719.52 180 1-Nov-14 $ 584,788.30
5146533 CHESTERFIELD MO 63017 SFD 8.000 7.000 $4,634.91 180 1-Dec-14 $ 479,337.37
5146546 PORTLAND OR 97233 SFD 7.625 7.000 $1,120.96 180 1-Dec-14 $ 118,552.43
5146556 PASADENA CA 91103 SFD 8.500 7.000 $3,525.37 180 1-Nov-14 $ 352,981.73
5146565 MOOSE WY 83012 SFD 7.750 7.000 $4,005.13 180 1-Nov-14 $ 419,132.74
5146569 TRUMBULL CT 06611 SFD 7.750 7.000 $2,823.83 180 1-Nov-14 $ 295,510.74
5146574 HASTINGS MN 55033 SFD 8.375 7.000 $2,932.28 180 1-Dec-14 $ 296,610.60
5146577 THOUSAND OAKS CA 91362 SFD 7.875 7.000 $4,061.74 180 1-Dec-14 $ 423,195.11
5146590 NEWTOWN SQUARE PA 19073 SFD 7.875 7.000 $3,793.80 180 1-Dec-14 $ 395,278.58
5146591 SAN JOSE CA 95135 SFD 7.625 7.000 $3,456.28 180 1-Nov-14 $ 362,193.48
5146598 SAN JOSE CA 95135 SFD 8.125 7.000 $3,851.53 180 1-Dec-14 $ 394,929.09
5146620 PAWTUCKET RI 02860 SFD 7.750 7.000 $2,160.19 120 1-Sep-09 $ 170,877.79
5146624 SMYRNA TN 37167 SFD 7.000 6.733 $1,682.61 180 1-Nov-14 $ 183,640.83
5146629 EUGENE OR 97401 SFD 7.750 7.000 $2,753.23 180 1-Nov-14 $ 287,919.08
5146630 SEATTLE WA 98177 SFD 7.375 7.000 $3,587.70 180 1-Dec-14 $ 385,192.61
5146662 SAN JOSE CA 95135 SFD 7.250 6.983 $2,738.59 180 1-Jan-15 $ 297,204.91
5150770 ANTELOPE CA 95843 SFD 8.125 7.000 $1,444.33 180 1-Jan-15 $ 148,705.16
5150787 CANOGA PARK CA 91303 SFD 8.375 7.000 $625.56 180 1-Jan-15 $ 63,459.57
5151403 MURRIETA CA 92562 SFD 8.250 7.000 $1,358.20 180 1-Jan-15 $ 138,804.72
5151436 LA PALMA CA 90623 SFD 7.750 7.000 $2,447.32 180 1-Jan-15 $ 257,680.63
5151439 LA CANADA FLINTRIDGE CA 91011 SFD 7.625 7.000 $3,325.51 180 1-Jan-15 $ 352,789.41
5151440 STINSON BEACH CA 94970 SFD 7.500 7.000 $7,987.14 180 1-Jan-15 $ 853,744.69
5155325 LAS VEGAS NV 89147 PUD 8.250 7.000 $873.13 180 1-Dec-14 $ 88,440.00
5155370 SUGAR LAND TX 77479 SFD 7.750 7.000 $1,581.34 180 1-Jan-15 $ 166,501.34
5155403 SUGAR LAND TX 77479 SFD 7.500 7.000 $3,884.18 180 1-Feb-15 $ 415,958.10
5155410 GERMANTOWN MD 20876 SFD 8.125 7.000 $805.45 180 1-Jan-15 $ 82,927.92
5155423 HEEDHAM MA 02492 SFD 7.500 7.000 $3,606.08 180 1-Jan-15 $ 385,453.44
5155440 ROWLETT TX 75089 SFD 8.125 7.000 $693.28 180 1-Feb-15 $ 71,542.96
5155444 HOUSTON TX 77082 SFD 8.375 7.000 $802.71 180 1-Jan-15 $ 81,431.54
5155548 HOUSTON TX 77065 PUD 7.500 7.000 $1,205.12 180 1-Jan-15 $ 128,814.77
5155556 DUARTE CA 91010 SFD 7.375 7.000 $459.96 180 1-Jan-15 $ 49,539.17
5155566 HOUSTON TX 77079 PUD 7.625 7.000 $1,546.92 180 1-Dec-14 $ 159,564.10
5155848 HURLOCK MD 21643 SFD 7.750 7.000 $276.02 120 1-Jan-10 $ 22,615.09
5156774 CORINTH TX 76205 PUD 8.000 7.000 $4,757.86 180 1-Jan-15 $ 493,519.88
5156783 BLAINE COUNTY ID 83313 SFD 7.750 7.000 $5,911.21 180 1-Jan-15 $ 622,397.84
5156788 MISSOULA MT 59803 SFD 8.250 7.000 $2,619.38 180 1-Dec-14 $ 266,915.85
5156798 SAN LUIS OBISPO CA 93401 SFD 7.625 7.000 $3,250.77 180 1-Jan-15 $ 344,861.58
5156875 ENGLEWOOD CO 80111 SFD 8.125 7.000 $5,392.14 180 1-Jan-15 $ 555,166.00
5156883 CHINO HILLS CA 91709 SFD 7.750 7.000 $4,047.49 180 1-Jan-15 $ 426,164.11
5157777 ALPHARETTA GA 30004 SFD 8.125 7.000 $3,612.74 180 1-Jan-15 $ 371,961.21
5157791 ARLINGTON VA 22202 SFD 7.000 6.733 $3,145.90 180 1-Feb-15 $ 347,785.10
5157800 HOUSTON TX 77077 SFD 7.375 7.000 $4,456.57 180 1-Jan-15 $ 479,985.01
5157844 LAS VEGAS NV 89129 SFD 7.750 7.000 $1,788.42 180 1-Jan-15 $ 188,305.09
5159507 JOSEPH CITY AZ 86032 SFD 8.000 7.000 $955.66 180 1-Jan-15 $ 97,759.09
5159515 SPRINGFIELD IL 62707 SFD 7.500 7.000 $6,025.58 180 1-Feb-15 $ 646,060.55
5159518 POWELL OH 43065 SFD 7.500 7.000 $3,059.15 180 1-Dec-14 $ 325,975.87
5159525 LONDON KY 40741 SFD 7.625 7.000 $2,522.16 180 1-Jan-15 $ 267,564.99
5159621 FAIRFAX VA 22031 SFD 7.875 7.000 $2,703.08 180 1-Feb-15 $ 283,329.00
5159636 PORT ARTHUR TX 77642 SFD 7.875 7.000 $1,365.77 180 1-Jan-15 $ 142,729.39
5159644 SANTA CLARA CA 91321 SFD 7.875 7.000 $1,451.13 180 1-Feb-15 $ 152,102.05
5159653 NORTH LAS VEGAS NV 89031 SFD 7.625 7.000 $1,095.73 180 1-Jan-15 $ 116,242.15
5159663 UPPER ARLINGTON OH 43212 SFD 7.625 7.000 $4,278.31 180 1-Feb-15 $ 455,255.11
5159682 PEORIA AZ 85382 SFD 7.625 7.000 $3,512.33 180 1-Jan-15 $ 372,609.06
5159707 ANDERSON SC 29621 SFD 7.250 6.983 $2,601.66 180 1-Jan-15 $ 282,344.67
5159711 SUGAR LAND TX 77478 SFD 7.375 7.000 $737.81 120 1-Jan-10 $ 60,640.96
5161391 DEL RAY BEACH FL 33446 PUD 7.750 7.000 $10,407.22 180 1-Jan-15 $ 1,095,786.89
5161420 TELLURIDE CO 81435 HCO 7.875 7.000 $9,484.50 180 1-Nov-14 $ 985,196.97
5161738 LUTZ FL 33549 PUD 7.875 7.000 $2,655.66 180 1-Dec-14 $ 276,695.01
5161753 BIRMINGHAM AL 35242 SFD 7.375 7.000 $2,759.78 180 1-Jan-15 $ 297,234.99
5161764 ATLANTA GA 30315 SFD 7.750 7.000 $3,294.47 180 1-Feb-15 $ 347,925.22
5711797 VERO BEACH FL 32960 SFD 8.000 7.000 $548.55 180 1-Jan-15 $ 56,883.84
5711965 SOLON SPRINGS WI 54873 SFD 7.375 7.000 $717.55 180 1-Dec-14 $ 77,038.48
5712025 NAPLES FL 34103 SFD 7.375 7.000 $2,759.77 180 1-Jul-14 $ 291,550.22
5712031 FULLERTON CA 92835 PUD 8.000 7.000 $496.94 180 1-Jan-15 $ 51,236.62
5712038 MARION KY 42064 SFD 8.250 7.000 $717.90 180 1-Nov-14 $ 72,939.77
5712051 ATLANTA GA 30327 SFD 8.125 7.000 $3,129.37 180 1-Jan-15 $ 322,194.54
5712065 BATTLE CREEK MI 49017 SFD 8.000 7.000 $2,102.44 180 1-Jan-15 $ 218,079.94
5712073 BROOKLYN NY 11218 SFD 8.250 7.000 $485.08 180 1-Oct-14 $ 48,473.97
5712083 LEESBURG FL 34748 PUD 7.875 7.000 $1,980.20 180 1-Dec-14 $ 206,319.66
5712105 DESOTO KS 66018 SFD 7.500 7.000 $1,761.32 180 1-Jan-15 $ 188,065.88
5712116 BOISE ID 83702 SFD 7.875 7.000 $4,456.77 180 1-Dec-14 $ 464,353.50
5712122 VERO BEACH FL 32963 PUD 8.125 7.000 $1,078.42 180 1-Nov-14 $ 110,377.75
5712128 FULLERTON CA 92835 PUD 8.125 7.000 $866.60 180 1-Jan-15 $ 89,223.08
5712133 CICERO NY 13029 SFD 8.125 7.000 $1,202.89 180 1-Nov-14 $ 123,115.45
5712139 ANNAPOLIS MD 21403 SFD 8.125 7.000 $4,766.26 180 1-Jan-15 $ 490,727.10
5712150 COLUMBIA TN 38401 SFD 8.000 7.000 $716.74 180 1-Jan-15 $ 74,345.44
5712163 KINNELON NJ 07405 PUD 8.125 7.000 $4,862.55 180 1-Nov-14 $ 497,685.22
5712196 FEDERAL WAY WA 98023 PUD 7.875 7.000 $474.22 180 1-Jan-15 $ 49,558.84
5712207 JACKSON OH 44646 SFD 8.125 7.000 $529.59 180 1-Jan-15 $ 54,525.22
5712211 ROLLING HILLS ESTA CA 90274 SFD 7.875 7.000 $3,371.74 180 1-Feb-15 $ 353,415.64
5712238 LEAGUE CITY TX 77573 LCO 7.875 7.000 $473.28 180 1-Dec-14 $ 49,310.99
5712244 LIBERTY LAKE WA 99019 PUD 8.500 7.000 $344.66 180 1-Dec-14 $ 34,608.90
5712372 MARBLE FALLS TX 78654 SFD 7.875 7.000 $2,252.56 180 1-Jan-15 $ 235,404.41
5712396 TOWN OF MAMARONECK NY 10538 SFD 8.125 7.000 $5,295.85 180 1-Dec-14 $ 543,648.29
5712453 BELLPORT NY 11713 SFD 8.375 7.000 $3,782.64 180 1-Nov-14 $ 381,515.47
5713228 SANIBEL FL 33957 SFD 7.875 7.000 $4,979.36 180 1-Dec-14 $ 518,803.14
5715191 SUNRISE BEACH TX 78643 SFD 7.375 7.000 $1,987.03 180 1-Jul-14 $ 205,624.94
5715197 PORTERVILLE CA 93257 SFD 8.375 7.000 $766.31 180 1-Mar-15 $ 78,180.86
5715213 RANCHO PALOS VERDES CA 90274 SFD 7.125 6.858 $1,358.74 180 1-Jun-13 $ 138,956.33
$68,445,406.01
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- ------ ------- --------- ------- ------- --------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
-------- ------ ------- --------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
4992968 79.84 0.250 0.017 0.000
5046715 49.41 0.250 0.017 0.000
5049512 100.00 0.250 0.017 0.000
5089062 54.17 0.250 0.017 0.000
5089294 78.37 0.250 0.017 0.000
5103822 61.26 0.250 0.017 0.000
5103832 70.00 0.250 0.017 0.000
5103934 64.63 0.250 0.017 0.000
5103947 65.35 0.250 0.017 0.000
5103955 80.00 0.250 0.017 0.000
5103966 74.81 0.250 0.017 0.000
5103976 64.76 0.250 0.017 0.000
5103983 49.66 0.250 0.017 0.000
5116997 79.80 0.250 0.017 0.733
5117004 63.70 0.250 0.017 1.108
5117025 72.44 0.250 0.017 0.483
5119459 31.34 0.250 0.017 0.608
5119489 41.39 0.250 0.017 0.983
5119514 80.00 0.250 0.017 0.108
5119527 94.38 0.250 0.017 0.108
5119540 80.00 0.250 0.017 0.108
5119541 100.00 0.250 0.017 0.608
5119548 34.72 0.250 0.017 0.483
5119558 26.82 0.250 0.017 0.483
5119561 80.00 0.250 0.017 0.608
5119570 97.06 0.250 0.017 0.358
5119571 64.98 0.250 0.017 0.358
5119572 100.00 0.250 0.017 0.608
5119575 64.29 0.250 0.017 0.358
5119585 53.03 0.250 0.017 0.608
5119586 72.50 0.250 0.017 0.733
5119589 80.00 0.250 0.017 0.358
5119592 43.83 0.250 0.017 0.000
5119593 63.81 0.250 0.017 0.233
5119602 28.57 0.250 0.017 0.000
5119603 99.00 0.250 0.017 0.608
5119608 80.00 0.250 0.017 0.000
5119612 66.48 0.250 0.017 0.000
5119635 45.80 0.250 0.017 0.000
5119638 100.00 0.250 0.017 0.000
5119647 69.70 0.250 0.017 0.000
5119658 100.00 0.250 0.017 0.000
5119663 27.88 0.250 0.017 0.000
5119669 77.32 0.250 0.017 0.000
5119677 61.22 0.250 0.017 0.000
5119679 78.33 0.250 0.017 0.000
5119685 17.52 0.250 0.017 0.000
5119711 70.18 0.250 0.017 0.000
5119723 79.50 0.250 0.017 0.000
5119731 100.00 0.250 0.017 0.108
5119740 64.21 0.250 0.017 0.000
5119750 34.00 0.250 0.017 0.608
5119758 50.44 0.250 0.017 0.483
5121820 96.67 0.250 0.017 0.858
5121832 99.82 0.250 0.017 0.858
5121844 50.34 0.250 0.017 0.733
5123487 77.36 0.250 0.017 0.358
5125504 80.00 0.250 0.017 0.858
5125519 100.00 0.250 0.017 0.983
5125531 80.00 0.250 0.017 1.108
5125605 100.00 0.250 0.017 1.233
5125614 100.00 0.250 0.017 0.483
5125621 55.31 0.250 0.017 0.608
5125634 80.00 0.250 0.017 0.358
5125650 78.95 0.250 0.017 0.358
5125654 96.00 0.250 0.017 0.000
5125669 49.79 0.250 0.017 0.733
5130066 64.71 0.250 0.017 0.733
5143380 60.80 0.250 0.017 0.983
5145442 84.92 17 0.450 0.017 0.608
5145464 47.89 0.250 0.017 0.608
5145473 41.67 0.250 0.017 0.000
5145483 65.31 0.250 0.017 0.000
5145485 83.44 11 0.250 0.017 0.733
5145507 37.04 0.250 0.017 0.608
5145512 73.44 0.250 0.017 0.108
5146194 64.83 0.250 0.017 0.233
5146196 40.00 0.250 0.017 0.733
5146210 76.93 0.250 0.017 0.983
5146218 79.99 0.250 0.017 0.733
5146222 80.00 0.250 0.017 0.483
5146226 40.00 0.250 0.017 0.483
5146228 73.50 0.250 0.017 0.608
5146232 80.00 0.250 0.017 0.358
5146234 70.00 0.250 0.017 0.983
5146240 80.00 0.250 0.017 0.000
5146244 69.99 0.250 0.017 0.608
5146247 79.91 0.250 0.017 0.108
5146254 75.95 0.250 0.017 0.983
5146264 75.21 0.250 0.017 0.000
5146269 80.00 0.250 0.017 0.483
5146271 80.00 0.250 0.017 0.483
5146281 80.00 0.250 0.017 0.108
5146282 7.83 0.250 0.017 0.108
5146287 80.00 0.250 0.017 0.483
5146288 75.00 0.250 0.017 0.483
5146293 74.31 0.250 0.017 0.358
5146294 80.00 0.250 0.017 0.233
5146297 79.01 0.250 0.017 0.358
5146300 80.00 0.250 0.017 0.608
5146301 68.93 0.250 0.017 0.483
5146302 80.00 0.250 0.017 0.000
5146313 80.00 0.250 0.017 0.233
5146315 80.00 0.250 0.017 0.608
5146316 52.00 0.250 0.017 0.733
5146318 80.00 0.250 0.017 0.358
5146319 51.85 0.250 0.017 0.358
5146322 80.00 0.250 0.017 0.233
5146324 78.84 0.250 0.017 0.608
5146326 77.48 0.250 0.017 0.858
5146330 76.47 0.250 0.017 0.608
5146331 51.82 0.250 0.017 0.358
5146334 73.53 0.250 0.017 0.358
5146339 48.75 0.250 0.017 0.483
5146341 69.98 0.250 0.017 0.108
5146343 80.00 0.250 0.017 0.233
5146344 45.19 0.250 0.017 0.858
5146346 80.00 0.250 0.017 0.000
5146347 66.67 0.250 0.017 0.233
5146350 65.93 0.250 0.017 0.358
5146353 79.99 0.250 0.017 0.358
5146354 44.44 0.250 0.017 0.233
5146355 80.00 0.250 0.017 0.608
5146357 78.46 0.250 0.017 0.483
5146358 80.00 0.250 0.017 0.608
5146359 80.00 0.250 0.017 0.608
5146361 80.00 0.250 0.017 0.483
5146363 80.00 0.250 0.017 0.983
5146365 80.00 0.250 0.017 0.233
5146367 58.48 0.250 0.017 0.483
5146371 45.45 0.250 0.017 0.233
5146374 80.00 0.250 0.017 0.233
5146376 62.02 0.250 0.017 0.608
5146383 24.67 0.250 0.017 0.000
5146479 74.63 0.250 0.017 0.733
5146492 85.00 11 0.625 0.017 0.000
5146503 79.27 0.250 0.017 0.108
5146507 77.88 0.250 0.017 1.108
5146512 75.00 0.250 0.017 0.608
5146516 75.00 0.250 0.017 0.358
5146518 74.42 0.250 0.017 0.233
5146521 70.71 0.250 0.017 0.858
5146533 61.39 0.250 0.017 0.733
5146546 80.00 0.250 0.017 0.358
5146556 39.78 0.250 0.017 1.233
5146565 52.53 0.250 0.017 0.483
5146569 76.14 0.250 0.017 0.483
5146574 60.14 0.250 0.017 1.108
5146577 75.00 0.250 0.017 0.608
5146590 66.12 0.250 0.017 0.608
5146591 62.61 0.250 0.017 0.358
5146598 62.16 0.250 0.017 0.858
5146620 80.00 0.250 0.017 0.483
5146624 78.00 0.250 0.017 0.000
5146629 75.00 0.250 0.017 0.483
5146630 61.13 0.250 0.017 0.108
5146662 39.74 0.250 0.017 0.000
5150770 73.53 0.250 0.017 0.858
5150787 31.22 0.250 0.017 1.108
5151403 70.00 0.250 0.017 0.983
5151436 80.00 0.250 0.017 0.483
5151439 80.00 0.250 0.017 0.358
5151440 34.46 0.250 0.017 0.233
5155325 69.97 0.250 0.017 0.983
5155370 80.00 0.250 0.017 0.483
5155403 69.83 0.250 0.017 0.233
5155410 79.96 0.250 0.017 0.858
5155423 79.88 0.250 0.017 0.233
5155440 80.00 0.250 0.017 0.858
5155444 75.00 0.250 0.017 1.108
5155548 79.78 0.250 0.017 0.233
5155556 37.04 0.250 0.017 0.108
5155566 80.00 0.250 0.017 0.358
5155848 33.82 0.250 0.017 0.483
5156774 80.00 0.250 0.017 0.733
5156783 80.00 0.250 0.017 0.483
5156788 75.00 0.250 0.017 0.983
5156798 60.00 0.250 0.017 0.358
5156875 63.21 0.250 0.017 0.858
5156883 47.51 0.250 0.017 0.483
5157777 79.85 0.250 0.017 0.858
5157791 43.80 0.250 0.017 0.000
5157800 51.81 0.250 0.017 0.108
5157844 65.86 0.250 0.017 0.483
5159507 47.62 0.250 0.017 0.733
5159515 78.79 0.250 0.017 0.233
5159518 62.26 0.250 0.017 0.233
5159525 90.00 06 0.250 0.017 0.358
5159621 75.00 0.250 0.017 0.608
5159636 80.00 0.250 0.017 0.608
5159644 74.63 0.250 0.017 0.608
5159653 85.00 01 0.250 0.017 0.358
5159663 66.67 0.250 0.017 0.358
5159682 80.00 0.250 0.017 0.358
5159707 79.83 0.250 0.017 0.000
5159711 55.56 0.250 0.017 0.108
5161391 69.54 0.250 0.017 0.483
5161420 60.61 0.250 0.017 0.608
5161738 50.82 0.250 0.017 0.608
5161753 79.21 0.250 0.017 0.108
5161764 67.96 0.250 0.017 0.483
5711797 69.91 0.250 0.017 0.733
5711965 100.00 0.250 0.017 0.108
5712025 52.36 0.250 0.017 0.108
5712031 75.25 0.250 0.017 0.733
5712038 100.00 0.250 0.017 0.983
5712051 51.18 0.250 0.017 0.858
5712065 100.00 0.250 0.017 0.733
5712073 27.03 0.250 0.017 0.983
5712083 79.90 0.250 0.017 0.608
5712105 78.19 0.250 0.017 0.233
5712116 100.00 0.250 0.017 0.608
5712122 25.90 0.250 0.017 0.858
5712128 75.00 0.250 0.017 0.858
5712133 100.00 0.250 0.017 0.858
5712139 38.08 0.250 0.017 0.858
5712150 40.89 0.250 0.017 0.733
5712163 78.91 0.250 0.017 0.858
5712196 28.57 0.250 0.017 0.608
5712207 42.97 0.250 0.017 0.858
5712211 36.28 0.250 0.017 0.608
5712238 67.52 0.250 0.017 0.608
5712244 21.58 0.250 0.017 1.233
5712372 98.96 0.250 0.017 0.608
5712396 58.51 0.250 0.017 0.858
5712453 59.54 0.250 0.017 1.108
5713228 60.69 0.250 0.017 0.608
5715191 54.27 0.250 0.017 0.108
5715197 80.00 0.250 0.017 1.108
5715213 29.41 0.250 0.017 0.000
</TABLE>
COUNT: 230
WAC: 7.665935194
WAM: 174.3008394
WALTV: 68.05164125
<PAGE>
WFMBS
WFHMI / 2000-01 Exhibit F-3B (Group II)
15 YEAR FIXED RATE NON RELOCATION AND RELOCATION LOANS
(i) (xvii) (xviii)
-------- -------------------------------- --------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- -------------------------------- --------------------------------
4992968 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5046715 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5049512 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5089062 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5089294 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5103822 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5103832 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5103934 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5103947 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5103955 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5103966 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5103976 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5103983 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
5116997 DOWNEY SAVINGS & LOAN DOWNEY SAVINGS & LOAN
5117004 DOWNEY SAVINGS & LOAN DOWNEY SAVINGS & LOAN
5117025 DOWNEY SAVINGS & LOAN DOWNEY SAVINGS & LOAN
5119459 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119489 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119514 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119527 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119540 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119541 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119548 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119558 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119561 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119570 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119571 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119572 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119575 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119585 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119586 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119589 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119592 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119593 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119602 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119603 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119608 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119612 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119635 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119638 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119647 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119658 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119663 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119669 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119677 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119679 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119685 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119711 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119723 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119731 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119740 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119750 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5119758 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5121820 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5121832 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5121844 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5123487 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPA
5125504 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5125519 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5125531 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5125605 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5125614 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5125621 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5125634 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5125650 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5125654 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5125669 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5130066 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPA
5143380 HUNTINGTON MORTGAGE COMPA HUNTINGTON MORTGAGE COMPA
5145442 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145464 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145473 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145483 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145485 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145507 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145512 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5146194 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146196 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146210 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146218 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146222 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146226 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146228 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146232 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146234 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146240 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146244 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146247 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146254 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146264 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146269 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146271 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146281 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146282 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146287 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146288 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146293 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146294 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146297 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146300 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146301 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146302 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146313 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146315 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146316 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146318 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146319 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146322 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146324 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146326 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146330 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146331 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146334 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146339 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146341 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146343 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146344 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146346 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146347 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146350 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146353 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146354 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146355 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146357 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146358 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146359 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146361 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146363 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146365 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146367 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146371 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146374 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146376 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146383 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146479 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146492 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146503 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146507 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146512 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146516 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146518 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146521 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146533 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146546 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146556 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146565 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146569 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146574 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146577 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146590 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146591 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146598 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146620 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146624 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146629 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146630 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146662 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5150770 DOWNEY SAVINGS & LOAN ASS DOWNEY SAVINGS & LOAN ASS
5150787 DOWNEY SAVINGS & LOAN ASS DOWNEY SAVINGS & LOAN ASS
5151403 DOWNEY SAVINGS & LOAN ASS DOWNEY SAVINGS & LOAN ASS
5151436 DOWNEY SAVINGS & LOAN ASS DOWNEY SAVINGS & LOAN ASS
5151439 DOWNEY SAVINGS & LOAN ASS DOWNEY SAVINGS & LOAN ASS
5151440 DOWNEY SAVINGS & LOAN ASS DOWNEY SAVINGS & LOAN ASS
5155325 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155370 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155403 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155410 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155423 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155440 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155444 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155548 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155556 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155566 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155848 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156774 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5156783 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5156788 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5156798 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5156875 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5156883 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5157777 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5157791 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5157800 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5157844 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159507 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159515 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159518 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159525 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159621 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159636 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159644 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159653 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159663 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159682 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159707 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159711 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161391 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161420 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161738 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161753 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161764 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5711797 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5711965 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712025 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712031 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712038 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712051 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712065 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712073 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712083 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712105 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712116 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712122 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712128 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712133 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712139 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712150 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712163 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712196 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712207 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712211 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712238 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712244 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712372 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712396 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712453 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5713228 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5715191 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5715197 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5715213 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
COUNT: 230
WAC: 7.665935194
WAM: 174.3008394
WALTV: 68.05164125
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
----------------
Name of Mortgagor: ______________________________________
Servicer
Loan No.: ______________________________________
Custodian/Trustee
-----------------
Name: ______________________________________
Address: ______________________________________
______________________________________
Custodian/Trustee
Mortgage File No.: ______________________________________
Seller
------
Name: ______________________________________
Address: ______________________________________
______________________________________
Certificates: Mortgage Pass-Through Certificates,
Series 2000-1
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 2000-1, 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 April 27, 2000 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated ______________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or endorsed
to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at page/image
____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State
of _____________________ in book/reel/docket ____________________ of
official records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the Documents in
trust for the benefit of the Trustee, solely for the purposes provided in
the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee when the
need therefor no longer exists, unless the Mortgage Loan relating to the
Documents has been liquidated and the proceeds thereof have been remitted
to the Certificate Account and except as expressly provided in the
Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee, and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:____________________________________
Name:
Title:
Date: ________________, 19__
<PAGE>
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 2000-1, Class I-A-R
Certificate (the "Class I-A-R 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
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class I-A-R Certificate in excess of cash flows generated by
the Class I-A-R Certificate.
6. That the Purchaser will not transfer the Class I-A-R 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 Certificate
in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Trustee with an effective Internal
Revenue Service Form 4224 or successor form at the time and in the manner
required by the Code or (iii) is a Non-U.S. Person that has delivered to both
the transferor and the Trustee an opinion of a nationally recognized tax counsel
to the effect that the transfer of the Class I-A-R 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 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 REMIC pursuant to
Section 3.01 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.
<PAGE>
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 , 19 __.
[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 __________, 19 __.
____________________________________
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class I-A-R Certificate]
[Date]
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Re: Wells Fargo Asset Securities Corporation,
Series 2000-1, Class I-A-R
-----------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
________________________________
<PAGE>
EXHIBIT J
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-1
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 2000-1,
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 April 27, 2000 (the "Pooling and Servicing
Agreement") among Wells Fargo Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), of
Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2000-1.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
(b) 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.
(c) 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.
(d) [The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an investment
in the Class [B-4][B-5][B-6] Certificates and can afford a complete loss of such
investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(e) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, 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) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of
the Code or Similar Law).
(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.
(h) The Purchaser understands that the Class [B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-4][B-5][B-6] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor the Trustee
is under any obligation to register the Class [B-4][B-5][B-6] Certificates or
make an exemption available. In the event that such a transfer is to be made in
reliance upon an exemption from the Act or applicable state securities laws, (i)
the Trustee shall require, in order to assure compliance with such laws, that
the Certificateholder's prospective transferee certify to the Trustee as to the
factual basis for the registration or qualification exemption relied upon, and
(ii) unless the transferee is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act, the Trustee or the Seller may, if such transfer
is made within three years from the later of (a) the Closing Date or (b) the
last date on which the Seller or any affiliate thereof was a holder of the
Certificates proposed to be transferred, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state securities
laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Master Servicer or the Seller. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Master
Servicer, any Paying Agent acting on behalf of the Trustee and the Seller
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
(i) No transfer of a Class [B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trustee with a Transferee's
Letter, substantially in the form of this Agreement.
(j) The Purchaser acknowledges that its Class [B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
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:___________________________________
<PAGE>
EXHIBIT K
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-1
CLASS [B-1] [B-2] [B-3] 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 2000-1,
Class [B-1] [B-2] [B-3] Certificates (the "Class [B-1] [B-2] [B-3]
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 April 27, 2000 (the "Pooling and Servicing
Agreement") among Wells Fargo Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee") of
Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2000-1.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
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-1] [B-2] [B-3] 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, exceed 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-1][B-2][B-3]
Certificate are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
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:___________________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
WFHM Servicing Agreement (See Tab 27)
American First Credit Union Servicing Agreement (See Tab 38)
Chevy Chase Bank, F.S.B. Servicing Agreement (See Tab 30)
Morgan Stanley Dean Witter Credit Corporation Servicing Agreement (See Tab
46)
First Horizon Home Loan Corporation Servicing Agreement (See Tab 42)
Downey Savings & Loan Association, F.A. Servicing Agreement (See Tab 36)
Merrill Lynch Credit Corporation Servicing Agreement (See Tab 40)
Brenton Mortgages, Inc. Servicing Agreement (See Tab 44)
The Huntington Mortgage Company Servicing Agreement (See Tab 34)
Columbia National, Inc. Servicing Agreement (See Tab 50)
Countrywide Home Loans, Inc. Servicing Agreement (See Tab 48)
National City Mortgage Co. Servicing Agreement (See Tab 28)
SunTrust Mortgage, Inc. Servicing Agreement (See Tab 32)
<PAGE>
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 Norwest Bank Minnesota,
National Association (the "Company" and "Norwest Bank") and (the "Purchaser").
PRELIMINARY STATEMENT
________________________ is the holder of the entire interest in
Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2000-1, Class ____ (the "Class B Certificates"). The Class B Certificates
were issued pursuant to a Pooling and Servicing Agreement dated as of April 27,
2000 among Wells Fargo Asset Securities Corporation, as seller (the "Seller"),
Norwest Bank Minnesota, National Association, as Master Servicer and First Union
National Bank, as Trustee.
________________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard & Poor's ("S&P") or at least F-1
by Fitch IBCA, 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 S&P, (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
S&P or F-1 by Fitch or (z) the depository institution or trust company is one
that is acceptable to either S&P 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 "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2000-1. 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,
Norwest 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.
<PAGE>
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.
Norwest Bank Minnesota, National
Association
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
